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Item 1. Financial Statements

2025-11-04 compared with 2025-08-05 · 199 added, 160 removed, 605 unchanged (37% of the section changed)

4 unchanged sentences

The accompanying notes are an integral part of these condensed consolidated financial statements.

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Current assets:

5 unchanged sentences

TOTAL CURRENT ASSETS

481,463 101,581

Property and equipment, net 107,461 49,439

13 unchanged sentences

TOTAL CURRENT LIABILITIES

97,860 87,411

Term loan, net — 56,991

4 unchanged sentences

Deferred tax liabilities 354 112

Other long-term liabilities 1,969 102

SMI promissory note — 23,928

Other long-term liabilities 2,023 102

TOTAL LIABILITIES (1)

3 unchanged sentences

$ 0.0001 par value;

0 shares authorized, issued and outstanding at June 30, 2025;

0 shares authorized, issued and outstanding at September 30, 2025;

7,500,000 shares authorized and 6,967,720 shares issued and outstanding at December 31, 2024;

1 unchanged sentence

Redeemable noncontrolling interests — 32,431

Equity (Deficit):

Class A preferred stock:

$ 0.0001 par value per share;

0 shares authorized, issued, and outstanding at June 30, 2025;

0 shares authorized, issued, and outstanding at September 30, 2025;

1 share authorized, issued, and outstanding at December 31, 2024;

2 unchanged sentences

$ 0.0001 par value per share;

0 shares authorized, issued, and outstanding at June 30, 2025;

0 shares authorized, issued, and outstanding at September 30, 2025;

4,400,000 shares authorized and 3,285,995 shares issued and outstanding at December 31, 2024;

2 unchanged sentences

$ 0.0001 par value per share;

0 shares authorized, issued, and outstanding at June 30, 2025;

0 shares authorized, issued, and outstanding at September 30, 2025;

4,600,000 shares authorized and 1,537,818 shares issued and outstanding at December 31, 2024

1 unchanged sentence

$ 0.0001 par value per share;

0 shares authorized, issued, and outstanding at June 30, 2025;

0 shares authorized, issued, and outstanding at September 30, 2025;

375,000,000 shares authorized and 13,297,289 shares issued and outstanding at December 31, 2024

2 unchanged sentences

400,000,000 shares authorized;

53,274,637 shares issued and outstanding at June 30, 2025, 0 shares authorized, issued, and outstanding at December 31, 2024.

53,506,560 shares issued and outstanding at September 30, 2025, 0 shares authorized, issued, and outstanding at December 31, 2024.

Class B common stock:

1 unchanged sentence

50,000,000 shares authorized;

5,758,566 shares issued and outstanding at June 30, 2025, 0 shares issued and outstanding at December 31, 2024.

5,758,566 shares issued and outstanding at September 30, 2025, 0 shares issued and outstanding at December 31, 2024.

Additional paid-in capital 946,642 15,081

3 unchanged sentences

equity (deficit)

590,859 ( 69,704 )

Noncontrolling interests 27,622 3,704

TOTAL EQUITY (DEFICIT)

618,481 ( 66,000 )

TOTAL LIABILITIES, MEZZANINE EQUITY, AND EQUITY

$ 727,796 $ 247,596

________________________

(1) Includes balances associated with a consolidated variable interest entity (“VIE”), including amounts reflected in “TOTAL ASSETS” that can only be used to settle obligations of the VIE as well as liabilities of the VIE reflected within “TOTAL LIABILITIES” for which creditors do not have recourse to the general credit of Voyager.

4 unchanged sentences

The accompanying notes are an integral part of these condensed consolidated financial statements.

Three Months Ended Six Months Ended

June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

Three Months Ended Nine Months Ended

September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

Net sales $ 39,587 $ 39,599 $ 119,768 $ 106,468

Cost of sales

33,497 30,276 99,883 81,701

Selling, general, and administrative

25,106 15,173 81,633 44,058

Research and development

3,038 ( 397 ) 7,580 7,240

Impairment losses — 3,594 — 3,594

Amortization of acquired intangibles

1,989 3,046 5,141 6,535

Loss from operations $ ( 24,043 ) $ ( 12,093 ) $ ( 74,469 ) $ ( 36,660 )

1 unchanged sentence

Loss on debt extinguishment

$ — $ ( 584 ) $ ( 7,804 ) $ ( 11,297 )

Finance and interest expense, net

( 200 ) ( 2,940 ) ( 5,452 ) ( 9,029 )

Other income, net

4,145 462 6,762 954

Loss before income taxes ( 20,098 ) ( 15,155 ) ( 80,963 ) ( 56,032 )

Income tax expense (benefit)

( 1,762 ) 92 ( 1,633 ) 218

Net loss ( 18,336 ) ( 15,247 ) ( 79,330 ) ( 56,250 )

14 unchanged sentences

The accompanying notes are an integral part of these condensed consolidated financial statements.

Three Months Ended Six Months Ended

June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

Three Months Ended Nine Months Ended

September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

Net loss $ ( 18,336 ) $ ( 15,247 ) $ ( 79,330 ) $ ( 56,250 )

11 unchanged sentences

Equity (Deficit) Non-controlling Interests Total Equity (Deficit) Total Mezzanine Equity

Three Months Ended June 30, 2025 Class A Class B Common Stock Preferred Stock

Three Months Ended September 30, 2025 Class A Class B Common Stock Preferred Stock

Shares Amount Shares Amount Shares Amount Shares Amount

Balance at March 31, 2025 — $ — — $ — 15,267 $ 1 7,139 $ 293,293 $ 61,822 $ 6 $ ( 308,051 ) $ 47,071 $ 2,762 $ 49,833 $ 124,944

Balance at June 30, 2025 53,275 $ 5 5,759 $ 1 — $ — — $ — $ 894,226 $ ( 83 ) $ ( 339,433 ) $ 554,716 $ 8,267 $ 562,983 $ 19,836

Net income (loss) — — — — — — — — — — ( 16,273 ) ( 16,273 ) ( 2,027 ) ( 18,300 ) ( 36 )

3 unchanged sentences

Unvested RSAs granted 104 — — — — — — — — — — — — — —

Issuance of Common stock, net — — — — 37 — — — 854 — — 854 — 854 —

Unvested RSAs forfeited ( 37 ) — — — — — — — — — — — — — —

Issuance of Common stock for acquisition consideration 161 — — — — — — — 5,709 — — 5,709 — 5,709 —

Issuance of Class A common stock upon initial public offering, net of underwriting costs and offering expenses 14,201 1 — — — — — — 401,474 — — 401,475 — 401,475 —

Conversion of redeemable convertible preferred stock to Class A common stock upon initial public offering 27,865 3 — — — — ( 7,589 ) ( 311,008 ) 408,788 — — 97,783 — 97,783 ( 97,783 )

Conversion of convertible debt to Class A common stock upon initial public offering 817 — — — — — — — 25,336 — — 25,336 — 25,336 —

Conversion of Common Stock to Class A and Class B Common Stock 9,625 1 5,714 1 ( 15,338 ) ( 1 ) — — — — — 1 — 1 —

Issuance of Class C preferred stock, net — — — — — — 450 19,742 — — — 19,742 — 19,742 —

Dividends accrued or settled on Class B convertible preferred stock — — — — — — — 1,780 ( 29,364 ) — — ( 27,584 ) — ( 27,584 ) —

Dividends accrued or settled on Class A-1 redeemable preferred stock — — — — — — — — ( 3,478 ) — — ( 3,478 ) — ( 3,478 ) 3,478

Redemptions of Class A-1 redeemable preferred stock — — — — — — — — — — — — — — ( 3,044 )

Conversion of 2024 Convertible Notes — — — — — — — — 8,002 — — 8,002 4,796 12,798 —

Warrants issued for common stock — — — — — — — ( 3,807 ) 3,807 — — — — — —

Incremental IPO offering costs — — — — — — — — ( 320 ) — — ( 320 ) — ( 320 ) —

Purchase of noncontrolling interest — — — — — — — — 15,466 — — 15,466 — 15,466 ( 19,800 )

Sale of noncontrolling interest — — — — — — — — 29,382 — — 29,382 21,382 50,764 —

Balance at June 30, 2025 53,275 $ 5 5,759 $ 1 — $ — — $ — $ 894,226 $ ( 83 ) $ ( 339,433 ) $ 554,716 $ 8,267 $ 562,983 $ 19,836

Balance at September 30, 2025 53,507 $ 5 5,759 $ 1 — $ — — $ — $ 946,642 $ ( 83 ) $ ( 355,706 ) $ 590,859 $ 27,622 $ 618,481 $ —

Additional Paid-in Capital Accumulated Other Comprehensive Loss Accumulated Deficit Total Voyager Technologies, Inc.

Equity (Deficit) Non-controlling Interests Total Equity (Deficit) Total Mezzanine Equity

Three Months Ended June 30, 2024 Common Stock Preferred Stock

Three Months Ended September 30, 2024 Common Stock Preferred Stock

Shares Amount Shares Amount

Balance at March 31, 2024 12,425 $ 1 3,856 $ 151,164 $ — $ 7 $ ( 233,864 ) $ ( 82,692 ) $ 3 $ ( 82,689 ) $ 125,736

Balance at June 30, 2024 12,653 $ 1 4,140 $ 165,725 $ 9,297 $ 26 $ ( 257,186 ) $ ( 82,137 ) $ 3,474 $ ( 78,663 ) $ 129,220

Net income (loss) — — — — — — ( 14,967 ) ( 14,967 ) ( 366 ) ( 15,333 ) 86

5 unchanged sentences

Dividends accrued on Class A-1 redeemable preferred stock — — — — ( 3,449 ) — — ( 3,449 ) — ( 3,449 ) 3,449

Warrants issued for common stock — — — — ( 904 ) — — ( 904 ) — ( 904 ) —

Warrant reclassification — — — — ( 2,546 ) — — ( 2,546 ) — ( 2,546 ) —

Shares issued for services 27 — — — 310 — — 310 — 310 —

Sale of noncontrolling interest — — — — 12,109 — — 12,109 — 12,109 —

Balance at June 30, 2024 12,680 $ 1 4,140 $ 165,725 $ 9,297 $ 26 $ ( 257,186 ) $ ( 82,137 ) $ 3,474 $ ( 78,663 ) $ 129,220

Redemptions of redeemable noncontrolling interests — — — — — — — — — — ( 9,491 )

Balance at September 30, 2024 12,681 $ 1 4,351 $ 177,095 $ 4,882 $ ( 11 ) $ ( 272,153 ) $ ( 90,186 ) $ 3,108 $ ( 87,078 ) $ 123,264

Voyager Technologies, Inc.

4 unchanged sentences

Deficit Total Voyager Equity (Deficit) Non-Controlling Interest Total Equity (Deficit) Total Mezzanine Equity

Six Months Ended June 30, 2025 Class A Class B Common Stock Preferred Stock

Nine Months Ended September 30, 2025 Class A Class B Common Stock Preferred Stock

Shares Amount Shares Amount Shares Amount Shares Amount

5 unchanged sentences

Unvested RSAs granted 867 — 45 — — — — — — — — — — — —

Unvested RSAs forfeited ( 37 ) — — — — — — — — — — — — — —

Issuance of Common stock, net — — — — 1,648 — — — 43,971 — — 43,971 — 43,971 —

Issuance of Common stock for acquisition consideration — — — — 34 — — — 1,000 — — 1,000 — 1,000 —

Issuance of Class A common stock and Common stock for acquisition consideration 161 — — — 34 — — — 6,709 — — 6,709 — 6,709 —

Issuance of Class A common stock upon initial public offering, net of underwriting costs and offering expenses 14,201 1 — — — — — — 401,474 — — 401,475 — 401,475 —

Incremental IPO offering costs — — — — — — — — ( 320 ) — — ( 320 ) — ( 320 ) —

Conversion of redeemable convertible preferred stock to Class A common stock upon initial public offering 27,865 3 — — — — ( 7,589 ) ( 311,008 ) 408,788 — — 97,783 — 97,783 ( 97,783 )

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Sale of noncontrolling interest — — — — — — — — 33,149 — — 33,149 23,644 56,793 —

Balance at June 30, 2025 53,275 $ 5 5,759 $ 1 — $ — — $ — $ 894,226 $ ( 83 ) $ ( 339,433 ) $ 554,716 $ 8,267 $ 562,983 $ 19,836

Balance at September 30, 2025 53,507 $ 5 5,759 $ 1 — $ — — $ — $ 946,642 $ ( 83 ) $ ( 355,706 ) $ 590,859 $ 27,622 $ 618,481 $ —

Voyager Technologies, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT) and MEZZANINE EQUITY

(Unaudited, in thousands)

The accompanying notes are an integral part of these condensed consolidated financial statements.

Additional Paid-in Capital Accum.

Deficit Total Voyager Equity (Deficit) Non-Controlling Interest Total Equity (Deficit) Total Mezzanine Equity

Six Months Ended June 30, 2024 Common Stock Preferred Stock

Nine Months Ended September 30, 2024 Common Stock Preferred Stock

Shares Amount Shares Amount

11 unchanged sentences

Sale of noncontrolling interest — — — — 12,109 — — 12,109 — 12,109 —

Redemptions of redeemable noncontrolling interests — — — — — — — — — — ( 9,491 )

Reclass of negative additional paid-in capital — — — — 2,239 — ( 2,239 ) — — — —

Balance at June 30, 2024 12,680 $ 1 4,140 $ 165,725 $ 9,297 $ 26 $ ( 257,186 ) $ ( 82,137 ) $ 3,474 $ ( 78,663 ) $ 129,220

Balance at September 30, 2024 12,681 $ 1 4,351 $ 177,095 $ 4,882 $ ( 11 ) $ ( 272,153 ) $ ( 90,186 ) $ 3,108 $ ( 87,078 ) $ 123,264

Voyager Technologies, Inc.

2 unchanged sentences

The accompanying notes are an integral part of these condensed consolidated financial statements.

Six Months Ended

June 30, 2025 June 30, 2024

Nine Months Ended

September 30, 2025 September 30, 2024

Cash Flows from Operating Activities:

2 unchanged sentences

Depreciation and amortization

Impairment losses — 3,594

Stock-based compensation

4 unchanged sentences

Deferred Taxes

( 1,552 ) ( 508 )

Non-cash services acquired

7 unchanged sentences

( 193 ) 1,597

( 374 ) ( 3,806 )

Accounts payable

15 unchanged sentences

Acquisitions, net of cash acquired ( 32,597 ) —

Purchase of Investment ( 2,500 ) —

Net cash used in investing activities

6 unchanged sentences

Repayments on the credit facility ( 64,500 ) —

Proceeds from the exercise of stock options 155 —

Proceeds from the issuance of Common stock, net

4 unchanged sentences

Sale of noncontrolling interest 37,767 13,425

Redemptions of redeemable noncontrolling interests — ( 9,491 )

Purchase of noncontrolling interest ( 10,600 ) —

3 unchanged sentences

Proceeds from the convertible note

307 ( 1,746 )

Net cash provided by financing activities

3 unchanged sentences

Cash and cash equivalent at the beginning of the period

55,930 30,279

Cash and cash equivalents at the end of the period $ 413,320 $ 42,198

58 unchanged sentences

Business Combination

ElectroMagnetic Systems, Inc.

On August 6, 2025, the Company acquired 100 % of the equity securities of ElectroMagnetic Systems, Inc.

(“EMSI”) for $ 32.7 million in consideration, which was comprised of $ 27.0 million in cash and $ 5.7 million in Class A common stock.

EMSI is a radar AI software company serving high-priority U.S.

defense and intelligence missions.

EMSI specializes in synthetic aperture radar (“SAR”) exploitation using proprietary AI/ML models and synthetic training data pipelines.

As of the acquisition date, EMSI was consolidated into the Defense and National Security reporting segment.

Based on preliminary analysis, the total fair value for the purchase was attributed to tangible assets of $ 3.9 million, intangible assets of $ 9.6 million, inclusive of $ 5.4 million for developed technology and $ 3.8 million for customer relationships/backlog, and goodwill of $ 21.6 million, offset by liabilities assumed of $ 2.4 million.

The intangible assets are expected to be amortized over two to ten years .

The acquired goodwill represents synergies with our Defense and National Security segment, and none of the goodwill acquired is tax deductible.

This acquisition was not considered material, individually or in the aggregate to our condensed consolidated financial statements or segment results.

As a result, no pro forma information has been provided.

Optical Physics Company

On May 2, 2025, the Company acquired 100 % of the equity securities of Optical Physics Company (“OPC”) for approximately $ 9.5 million in cash, equity and contingent consideration.

The Company paid cash of $ 6.7 million, equity of $ 1.0 million in common stock and contingent consideration of $ 1.8 million.

On May 2, 2025, the Company acquired 100 % of the equity securities of Optical Physics Company (“OPC”) for $ 9.5 million in consideration, which was comprised of $ 6.7 million in cash, $ 1.0 million in Common stock and $ 1.8 million in contingent consideration.

OPC provides competencies in building high precision optics;

1 unchanged sentence

As of the acquisition date, OPC was consolidated into the Defense and National Security reporting segment.

OPC is immaterial to the Defense and National Security reporting segment.

The total fair value for the purchase was attributed to tangible assets of $ 2.1 million, intangible assets of $ 5.5 million and goodwill of $ 4.0 million, offset by liabilities assumed of $ 2.1 million.

This acquisition was not considered material, individually or in the aggregate to our condensed consolidated financial statements.

This acquisition was not considered material, individually or in the aggregate to our condensed consolidated financial statements or segment results.

As a result, no pro forma information has been provided.

None of the goodwill acquired is tax deductible.

LeoCloud Inc.

During the quarter, the Company also acquired LeoCloud Inc.

for an immaterial amount of cash consideration.

The acquisition resulted in an immaterial acquisition of receivables and cash for an immaterial amount of consideration.

The acquisition of LeoCloud was an onboarding of personnel to further in-orbit data exchange.

ACCOUNTS RECEIVABLE, NET

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Accounts receivable, billed $ 16,617 $ 16,015

2 unchanged sentences

PROPERTY AND EQUIPMENT, NET

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Equipment in orbit $ 19,533 $ 19,533

4 unchanged sentences

Property and equipment, gross

127,278 66,361

Accumulated depreciation ( 19,817 ) ( 16,922 )

Property and equipment, net $ 107,461 $ 49,439

Depreciation expense for property, plant and equipment was $ 1.1 million and $ 2.2 million for the three and six months ended June 30, 2025, respectively.

Depreciation expense for property, plant and equipment was $ 1.0 million and $ 2.0 million for the three and six months ended June 30, 2024, respectively.

Depreciation expense for property, plant and equipment was $ 1.1 million and $ 3.3 million for the three and nine months ended September 30, 2025, respectively.

Depreciation expense for property, plant and equipment was $ 1.1 million and $ 3.1 million for the three and nine months ended September 30, 2024, respectively.

Notes to Condensed Consolidated Financial Statements

1 unchanged sentence

ACCRUED EXPENSES

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Accrued compensation $ 14,747 $ 11,539

12 unchanged sentences

The Credit Facility contains customary covenants, representations and warranties, and events of default, including, among others, restrictions on the incurrence of additional indebtedness, the creation of liens, certain fundamental changes, and certain restricted payments.

Covenants include financial covenants, such as a minimum liquidity amount as of the last day of each fiscal quarter and minimum consolidated revenue amounts over a trailing four quarter period.

The obligations under the Credit Facility are secured by substantially all of the Company’s and its domestic subsidiaries’ assets, with the exception of Starlab, subject to certain customary exceptions.

As of June 30, 2025, we had no drawn amounts on the Credit Facility.

During the quarter ended June 30, 2025, the Company used the Credit Facility to draw down $ 64.5 million and repay its outstanding Term Loan commitment.

The withdrawn funds were repaid the same day to the Credit Facility.

As of September 30, 2025, we h ad no drawn amounts on the Credit Facility.

During the quarter ended September 30, 2025, the Company did not withdraw funds under the Credit Facility.

Debt Extinguishment

On June 30, 2025, we used our Credit Facility to extinguish our Term Loan, as defined below, and repaid the principal balance, accrued interest, and an early termination premium for $ 64.4 million, which resulted in a loss on debt extinguishment of $ 5.7 million.

The draw from the credit facility was subsequently repaid the same day, leaving no outstanding amounts drawn under the Credit Facility at June 30, 2025.

The draw from the credit facility was subsequently repaid the same day, leaving no outstanding amounts drawn under the Credit Facility at September 30, 2025.

On June 28, 2024, we and our domestic subsidiaries, excluding Starlab, entered into a $ 58.0 million Loan and Security Agreement (“Credit Agreement”) with the lenders party thereto and Hercules Capital, Inc., as administrative agent and collateral agent, which provided for a $ 58.0 million term loan (the “Term Loan”).

5 unchanged sentences

The Company’s long-term debt associated with the Term Loan consisted of the following:

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Principal $ — $ 65,972

6 unchanged sentences

In January 2025, Starlab Space LLC raised an additional $ 0.1 million.

As of June 30, 2025, after the conversion of the 2024 Convertible Notes, there was no principal outstanding under the 2024 Convertible Notes.

As of September 30, 2025, after the conversion of the 2024 Convertible Notes, there was no principal outstanding under the 2024 Convertible Notes.

The notes bore interest at a rate of 5.0 % per annum, payable at maturity, which was on the third anniversary of the issue date if no triggering events occurred prior to that date.

13 unchanged sentences

This was deemed a “qualified financing event,” as described under item (i) above and, pursuant to the terms of the promissory note agreement, the 2024 Convertible Notes converted into Starlab Space LLC equity held by passive equity members.

As of June 30, 2025, due to the conversion, there was no remaining balance outstanding under the 2024 Convertible Notes.

As of September 30, 2025, due to the conversion, there was no remaining balance outstanding under the 2024 Convertible Notes.

The result of the Note Conversion liquidated the embedded and convertible note balance into equity, with a resulting loss on conversion of $ 2.1 million.

5 unchanged sentences

The Promissory Notes bear interest at the Wall Street Journal Prime Rate, which is accrued in arrears.

The Company had no outstanding balance as of June 30, 2025 and an outstanding balance of approximately $ 24.6 million as of December 31, 2024, respectively.

The Company had no outstanding balance as of September 30, 2025 and an outstanding balance of approximately $ 24.6 million as of December 31, 2024.

In alignment with the terms of the SMI Promissory Notes, these notes were converted into Class A common stock upon the Company's successful initial public offering during June 2025.

1 unchanged sentence

REDEEMABLE NONCONTROLLING INTERESTS

The following tables present the changes in redeemable noncontrolling interest for the three and six months ended June 30, 2025 and June 30, 2024:

Altius XO VTS SMI Total

Balance at March 31, 2025 $ — $ 19,966 $ 7,629 $ — $ 27,595

The following tables present the changes in redeemable noncontrolling interest for the three and nine months ended September 30, 2025 and September 30, 2024:

Three Months Ended September 30, 2025 Altius XO VTS SMI Total

Balance at June 30, 2025 $ — $ 19,836 $ — $ — $ 19,836

Net income (loss) attributable to redeemable noncontrolling interests — ( 36 ) — — ( 36 )

Redemptions of redeemable noncontrolling interests — ( 19,800 ) — — ( 19,800 )

Balance at September 30, 2025 $ — $ — $ — $ — $ —

Three Months Ended September 30, 2024 Altius XO VTS SMI Total

Balance at June 30, 2024 $ ( 866 ) $ 21,890 $ 20,170 $ 1,551 $ 42,745

Altius XO VTS SMI Total

Balance at March 31, 2024 $ ( 892 ) $ 21,858 $ 20,102 $ 1,560 $ 42,628

Net income (loss) attributable to redeemable noncontrolling interests ( 15 ) 42 66 ( 7 ) 86

Balance at June 30, 2024 $ ( 866 ) $ 21,890 $ 20,170 $ 1,551 $ 42,745

Altius XO VTS SMI Total

Redemptions of redeemable noncontrolling interests — — ( 9,492 ) — ( 9,492 )

Balance at September 30, 2024 $ ( 881 ) $ 21,932 $ 10,744 $ 1,544 $ 33,339

Nine Months Ended September 30, 2025 Altius XO VTS SMI Total

Balance at December 31, 2024 $ — $ 21,542 $ 10,889 $ — $ 32,431

1 unchanged sentence

Redemptions of redeemable noncontrolling interests — ( 21,240 ) ( 10,976 ) — ( 32,216 )

Balance at June 30, 2025 $ — $ 19,836 $ — $ — $ 19,836

Altius XO VTS SMI Total

Balance at September 30, 2025 $ — $ — $ — $ — $ —

Nine Months Ended September 30, 2024 Altius XO VTS SMI Total

Balance at December 31, 2023 $ ( 885 ) $ 22,014 $ 20,046 $ 1,582 $ 42,757

Net income (loss) attributable to redeemable noncontrolling interests 4 ( 82 ) 190 ( 38 ) 74

Balance at June 30, 2024 $ ( 866 ) $ 21,890 $ 20,170 $ 1,551 $ 42,745

Redemptions of redeemable noncontrolling interests — — ( 9,492 ) — ( 9,492 )

Balance at September 30, 2024 $ ( 881 ) $ 21,932 $ 10,744 $ 1,544 $ 33,339

As a result of the redemption of redeemable noncontrolling interests at Valley Tech Systems, Inc.

("VTS") during the period ended March 31, 2025, the Company's ownership interest in VTS increased from 84.0 % to 89.5 %.

The redemption was issued with Voyager equity in a swap of VTS common shares for Voyager common shares.

On April 11, 2025, the Company purchased the remaining interest in VTS for $ 7.0 million in cash.

As a result, the Company's ownership interest increased from 89.5 % to 100 %.

( “ VTS ” ) and XO Markets Holdings Inc.

( “ XO ” ) presented above, the Company's ownership interest is 100 % as of the period ended September 30, 2025.

All redemptions of redeemable noncontrolling interests were purchased in cash, other than a $ 3.3 million redemption for VTS during the period ended March 31, 2025, which was redeemed with Voyager equity in a swap of VTS common shares for Voyager Common stock.

Notes to Condensed Consolidated Financial Statements

2 unchanged sentences

2025 Incentive Award Plan

In 2025, the Company adopted the 2025 Incentive Award Plan ("2025 Plan"), under which the Company may grant cash and equity-based incentive awards which include, but are not limited to, Restricted Stock Awards ("RSAs") to employees, directors and consultants to the Company or its subsidiaries.

In 2025, the Company adopted the 2025 Incentive Award Plan (“2025 Plan”), under which the Company may grant cash and equity-based incentive awards which include, but are not limited to, Restricted Stock Awards (“RSAs”) and Stock Options to employees, directors, and consultants to the Company or its subsidiaries.

The aggregate number of shares of Class A common stock or Class B common stock, if determined by the plan administrator, available for issuance under the 2025 Plan is equal to the sum of 4.4 million shares plus any shares available for issuance under the Company's 2020 Incentive Plan (“2020 Plan”) as of the effective date of the 2025 Plan, or 1.0 million shares.

The amount of shares available for issuance is eligible to increase on the first day of each calendar year beginning January 1, 2026 and ending on and including January 1, 2035 by the lesser of (i) 5 % of the shares of Class A common stock and Class B common stock outstanding on an as-converted basis on the last day of the immediately preceding fiscal year and (ii) such lesser amount as determined by the Company’s Board of Directors.

As of June 30, 2025, approximately 5.4 million shares were available for grant under the 2025 Plan.

The following table presents the Company's employee and non-employee RSA activity under the 2025 Plan (in thousands, except for shares and per share amounts):

As of September 30, 2025, approximately 4.3 mil lion shares were available for future grants under the 2025 Plan.

The following table presents the Company's employee and non-employee RSA activity under the 2025 Plan:

RSA Awards Weighted-Average Grant Date Fair Value

2 unchanged sentences

Nonvested RSAs outstanding as of June 30, 2025 807,750 31.00

The Company issued 807,750 RSAs associated with the Voyager IPO.

Issued 103,525 30.59

Forfeited ( 36,500 ) 31.00

Nonvested RSAs outstanding as of September 30, 2025 874,775 $ 30.95

The Company issued 807,750 RSAs associated with the Voyager IPO in June 2025.

The fair value of the RSAs granted was $ 31.00 per share based on the grant date associated with the Voyager IPO when all terms and conditions were approved and communicated to employees.

The RSAs have service-only vesting conditions and vest after each of the third, fourth, and fifth years of service.

All RSAs granted to employees are considered legally issued and outstanding for voting purposes.

The Company issued an additional 103,525 RSAs during the three months ended September 30, 2025.

The RSAs have service-only vesting conditions and vest over a four year service period beginning after the first year of service.

A ll RSAs granted to employees are considered legally issued and outstanding for voting purposes.

However, for accounting and dilution purposes, only vested awards are considered issued and outstanding.

Stock-based compensation expense related to restricted stock awards for the three and six months ended June 30, 2025 was $ 0.3 million.

2020 Incentive Plan

The Company maintains the 2020 Plan;

Stock-based compensation expense related to RSAs for the three and nine months ended September 30, 2025 was $ 2.0 million and $ 2.3 million, respectively.

The Company also issued an immaterial amount of Restricted Stock Units (“RSUs”) during the three months ended September 30, 2025.

2020 and 2025 Incentive Award Plan - Options

The Company maintains options under the 2020 Incentive Award Plan;

however, following the effectiveness of the 2025 Plan, no further grants will be made under the 2020 Plan.

All Stock Options issued before February 2025 under the 2020 Equity Incentive Plan accelerated and vested upon completion of the IPO.

Stock-based compensation expense for the 2020 Equity Incentive Plan options outstanding was $ 11.3 million and $ 13.0 million for the three and six months ended June 30, 2025, respectively.

Stock-based compensation expense for the 2020 Equity Incentive Plan options outstanding was $ 0.9 million and $ 2.0 million for the three and six months ended June 30, 2024.

During the three months ended September 30, 2025, the Company issued additional stock options under the 2025 Plan with terms materially consistent with those previously issued under the 2020 Plan.

Notes to Condensed Consolidated Financial Statements

(Tabular amounts in thousands of dollars, unless otherwise noted)

All Stock Options issued before November 2024 under the 2020 Plan accelerated and vested upon completion of the IPO in June 2025.

Stock-based compensation expense for the 2020 Plan options outstanding was $ 0.1 million and $ 13.1 million for the three and nine months ended September 30, 2025, respectively.

Stock-based compensation expense for the 2020 Plan options outstanding was $ 0.8 million and $ 2.7 million for the three and nine months ended September 30, 2024.

Disaggregation of Net Sales

The following tables present the disaggregation of net sales from contracts with our customers:

Three Months Ended June 30, 2025 Defense and National Security Space Solutions Starlab Space Stations Eliminations Total

Three Months Ended September 30, 2025 Defense and National Security Space Solutions Starlab Space Stations Eliminations Total

Government $ 26,874 $ 9,150 $ — $ — $ 36,024

Intl Government — 40 — — 40

International Government — 77 — — 77

Commercial 1,634 2,464 — ( 612 ) 3,486

Total net sales $ 28,508 $ 11,691 $ — $ ( 612 ) $ 39,587

Three Months Ended June 30, 2024 Defense and National Security Space Solutions Starlab Space Stations Eliminations Total

Three Months Ended September 30, 2024 Defense and National Security Space Solutions Starlab Space Stations Eliminations Total

Government $ 14,022 $ 17,597 $ — $ — $ 31,619

Intl Government — 488 — — 488

International Government — 106 — — 106

Commercial 7,750 2,083 — ( 1,959 ) 7,874

Total net sales $ 21,772 $ 19,786 $ — $ ( 1,959 ) $ 39,599

Six Months Ended June 30, 2025 Defense and National Security Space Solutions Starlab Space Stations Eliminations Total

Nine Months Ended September 30, 2025 Defense and National Security Space Solutions Starlab Space Stations Eliminations Total

Government $ 78,417 $ 28,562 $ — $ — $ 106,979

Intl Government — 136 — — 136

International Government — 213 — — 213

Commercial 8,827 6,344 — ( 2,595 ) 12,576

Total net sales $ 87,244 $ 35,119 $ — $ ( 2,595 ) $ 119,768

Six Months Ended June 30, 2024 Defense and National Security Space Solutions Starlab Space Stations Eliminations Total

Nine Months Ended September 30, 2024 Defense and National Security Space Solutions Starlab Space Stations Eliminations Total

Government $ 41,924 $ 47,952 $ — $ — $ 89,876

Intl Government — 516 — — 516

International Government — 622 — — 622

Commercial 13,577 8,354 — ( 5,961 ) 15,970

Total net sales $ 55,501 $ 56,928 $ — $ ( 5,961 ) $ 106,468

Notes to Condensed Consolidated Financial Statements

(Tabular amounts in thousands of dollars, unless otherwise noted)

The approximate revenue based on geographic location of customers is as follows:

Three Months Ended Six Months Ended

June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

US $ 42,909 $ 34,139 $ 73,189 $ 63,012

Three Months Ended Nine Months Ended

September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

$ 37,470 $ 33,402 $ 110,640 $ 96,425

Europe 2,008 6,052 8,638 9,160

Middle East 8 87 23 179

Other 109 145 490 883

Total net sales $ 39,587 $ 39,599 $ 119,768 $ 106,468

Notes to Condensed Consolidated Financial Statements

(Tabular amounts in thousands of dollars, unless otherwise noted)

Contract Balances

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The following table presents the Company’s contract assets and liabilities:

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Contract assets (current and non-current) $ 31,054 $ 24,128

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The change in contract liabilities was driven primarily by the timing difference of milestone billing and revenue recognition.

The amount of revenue recognized for the six months ended June 30, 2025 that was included in the contract liability balance as of December 31, 2024 was $ 14.6 million.

The amount of revenue recognized for the six months ended June 30, 2024 that was included in the contract liability balance as of December 31, 2023 was $ 6.0 million.

The amount of revenue recognized for the nine months ended September 30, 2025 that was included in the contract liability balance as of December 31, 2024 was $ 15.5 million.

The amount of revenue recognized for the nine months ended September 30, 2024 that was included in the contract liability balance as of December 31, 2023 was $ 6.4 million.

The below table summarizes the favorable (unfavorable) impact of the net estimate at completion (“EAC”) adjustments for the following periods:

Three Months Ended Six Months Ended

(dollars in thousands, except per share data) June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

Three Months Ended Nine Months Ended

(dollars in thousands, except per share data) September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

Net EAC adjustments $ ( 4,272 ) $ ( 1,508 ) $ ( 10,457 ) $ ( 2,706 )

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Diluted net loss per share $ ( 0.15 ) $ ( 0.21 ) $ ( 0.53 ) $ ( 0.28 )

During the three and six months ended June 30, 2025, the Company experienced EAC growth on a significant program that led to increases of approximately $ 1.6 million and $ 3.1 million, respectively, during the periods primarily related to cost growth associated with new program requirements.

During the three and nine months ended September 30, 2025, the Company experienced EAC growth on a significant program that led to increases of approximately $ 2.7 million and $ 5.7 million, respectively, during the periods primarily related to cost growth associated with new program requirements.

Performance Obligations

As of June 30, 2025, the Company had approximately $ 90.3 million of remaining performance obligations associated with contracts with an original duration of one year or greater.

The Company will recognizes net sales as such obligations are satisfied.

As of September 30, 2025, the Company had approximately $ 88.2 million of remaining performance obligations associated with contracts with an original duration of one year or greater.

The Company will recognize net sales as such obligations are satisfied.

The Company expects to recognize net sales relating to existing performance obligations of approximately $ 37.8 million, $ 42.6 million, and $ 7.8 million for the remaining fiscal year 2025, fiscal year 2026, and thereafter, respectively.

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The following table summarizes the operating performance of the Company’s segments:

Three Months Ended Six Months Ended

June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

Three Months Ended Nine Months Ended

September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

Defense and National Security $ 28,508 $ 21,772 $ 87,244 $ 55,501

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Net loss attributable to noncontrolling interests ( 2,063 ) ( 280 ) ( 4,737 ) ( 3,138 )

Other ( 5,457 ) ( 8,784 ) ( 3,937 ) ( 9,743 )

Interest income 4,313 1,386 7,826 1,386

795 4,071 ( 6,655 ) ( 5,672 )

Loss before taxes $ ( 20,098 ) $ ( 15,155 ) $ ( 80,963 ) $ ( 56,032 )

1 unchanged sentence

(1) Other Segment Expenses consist of cost of sales, research and development, selling, general, and administrative and other income or expense items which are not deducted when calculating Adjusted EBITDA.

(2) Other consists of acquisition costs, restructuring, impairment, and other income or expense items which are deducted when calculating Adjusted EBITDA.

In prior period filings, 'Interest income' was grouped into this line item.

During the third quarter of 2025, it was broken out due to materiality.

Notes to Condensed Consolidated Financial Statements

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The Company’s capital expenditures are as follows:

Three Months Ended June 30, 2025 Defense and National Security Space Solutions Starlab Space Stations Corporate Total

Three Months Ended September 30, 2025 Defense and National Security Space Solutions Starlab Space Stations Corporate Total

Capital expenditures:

1 unchanged sentence

Total $ 1,554 $ 171 $ 37,184 $ 126 $ 39,035

Three Months Ended June 30, 2024 Defense and National Security Space Solutions Starlab Space Stations Corporate Total

Three Months Ended September 30, 2024 Defense and National Security Space Solutions Starlab Space Stations Corporate Total

Capital expenditures:

1 unchanged sentence

Total $ 322 $ 419 $ 19,692 $ — $ 20,433

Six Months Ended June 30, 2025 Defense and National Security Space Solutions Starlab Space Stations Corporate Total

Nine Months Ended September 30, 2025 Defense and National Security Space Solutions Starlab Space Stations Corporate Total

Capital expenditures:

1 unchanged sentence

Total $ 2,769 $ 919 $ 92,434 $ 178 $ 96,300

Six Months Ended June 30, 2024 Defense and National Security Space Solutions Starlab Space Stations Corporate Total

Nine Months Ended September 30, 2024 Defense and National Security Space Solutions Starlab Space Stations Corporate Total

Capital expenditures:

1 unchanged sentence

Total $ 1,131 $ 1,328 $ 50,299 $ — $ 52,758

Substantially all of the Company’s long-lived tangible assets were in the United States as of June 30, 2025 and December 31, 2024, respectively.

The effective tax rate was ( 0.2 )% and 0.5 % for the three months ended June 30, 2025 and 2024, respectively.

The effective tax rate was ( 0.2 )% and ( 0.3 )% for the six months ended June 30, 2025 and 2024.

Substantially all of the Company’s long-lived tangible assets were in the United States as of September 30, 2025 and December 31, 2024, respectively.

The effective tax rate was 8.8 % and ( 0.6 )% for the three months ended September 30, 2025 and 2024, respectively.

The effective tax rate was 2.0 % and ( 0.4 )% for the nine months ended September 30, 2025 and 2024.

The effective tax rates for all periods presented differ from the statutory U.S.

10 unchanged sentences

(Tabular amounts in thousands of dollars, unless otherwise noted)

One Big Beautiful Bill Act

On July 4, 2025, the One Big Beautiful Bill Act (“OBBB”) was signed into law.

The change in the tax law will be partially effective in the current 2025 fiscal year, with additional provisions going into effect in future years.

The primary impacts to the Company include the ability to expense U.S.

research and development expenditures paid or incurred due to the permanent suspension of the current Section 174 requirement to capitalize and amortize, the ability to expense 100% of the cost of qualified property through Section 168 bonus depreciation, and expanded allowance for deducting business interest expense.

Following guidance provided by ASC 740, the company applied the relevant provisions of the OBBB in the third quarter of 2025, the period the tax legislation is enacted in.

Due to the valuation allowance recorded by the Company, these changes have not had a material impact in the current reporting period.

The Company is continuing to analyze the OBBB with its professional advisors and anticipates no material future impact on the value of deferred tax assets and liabilities, the Company's future taxable income and effective tax rate.

Until such analysis is complete, the full impact of the new tax law on the Company in future periods is uncertain, and no assurances can be made by the Company on any potential impacts.

NET LOSS PER COMMON SHARE

The following table includes the calculation of basic and diluted net loss per common share:

Three Months Ended Six Months Ended

(dollars in thousands, except per share data) June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

Three Months Ended Nine Months Ended

(dollars in thousands, except per share data) September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

Net loss attributable to Voyager Technologies, Inc.

2 unchanged sentences

— 5,591 11,259 16,079

Net loss attributable to common stockholders ( 36,640 ) ( 28,803 ) ( 69,579 ) ( 48,633 )

Net loss attributable to common shareholders ( 16,273 ) ( 20,558 ) ( 85,852 ) ( 69,191 )

Accretion and fair value adjustment on ZIN earnout — — — ( 5,534 )

7 unchanged sentences

__________________

(1) During the three months ended June 30, 2025 and June 30, 2024, the Class A-1 Preferred Stock accrued dividends of approximately $ 3.5 and $ 3.4 million, respectively, equal to $ 0.50 and $ 0.32 per share, respectively.

During the three months ended June 30, 2025 and June 30, 2024, the Class B Convertible Preferred Stock accrued dividends of approximately $ 1.8 and $ 2.1 million, respectively, equal to $ 0.54 and $ 0.43 per share, respectively.

During the six months ended June 30, 2025 and June 30, 2024, the Class A-1 Preferred Stock accrued dividends of approximately $ 7.3 and $ 6.3 million, respectively, equal to $ 1.05 and $ 0.61 per share, respectively.

During the six months ended June 30, 2025 and June 30, 2024, the Class B Convertible Preferred Stock accrued dividends of approximately $ 3.9 and $ 4.2 million, respectively, equal to $ 1.20 and $ 0.84 per share, respectively.

(1) During the three months ended September 30, 2024, the Class A-1 preferred stock accrued dividends were approximately $ 3.4 million, equal to $ 0.33 per share.

During the three months ended September 30, 2024, the Class B convertible preferred stock accrued dividends were approximately $ 2.1 million, equal to $ 0.43 per share.

There were no Class A-1 or Class B preferred stock dividends accrued during the three months ended September 30, 2025.

During the nine months ended September 30, 2025 and September 30, 2024, the Class A-1 preferred stock accrued dividends of approximately $ 7.3 and $ 9.8 million, respectively, equal to $ 1.05 and $ 0.94 per share, respectively.

During the nine months ended September 30, 2025 and September 30, 2024, the Class B convertible preferred stock accrued dividends of approximately $ 3.9 and approximately $ 6.3 million, respectively, equal to $ 1.20 and $ 1.28 per share, respectively.

Notes to Condensed Consolidated Financial Statements

(Tabular amounts in thousands of dollars, unless otherwise noted)

The Company’s potentially dilutive securities, which include preferred stock and outstanding awards under the equity plans, have been excluded from the computation of diluted earnings per share as the effect would be anti-dilutive in a net loss position.

The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share for the periods indicated:

June 30, 2025 June 30, 2024

September 30, 2025 September 30, 2024

Stock options 4,708 3,267

3 unchanged sentences

Total common stock equivalents 5,812 28,356

Notes to Condensed Consolidated Financial Statements

(Tabular amounts in thousands of dollars, unless otherwise noted)

JOINT VENTURE

3 unchanged sentences

As a result of this qualified financing event, in April 2025, the 2024 Convertible Notes converted into Starlab JV equity held by passive equity members.

In June, Voyager Ventures LLC, contributed another $ 35.0 million into the Starlab JV.

As of June 30, 2025, the Company's ownership stake is 67.6 % and the Company's active partners, Airbus, Mitsubishi, MDA and Palantir have ownership stakes of 28.3 %, 0.7 %, 0.7 % and 0.9 %, respectively.

In the second quarter of 2025, Voyager Ventures, LLC, contributed another $ 35.0 million into the Starlab JV.

As of September 30, 2025, the Company's ownership stake is 64.4 %.

Consolidated Variable Interest Entity

The Company evaluated its interests in Starlab JV and determined that it has a variable interest as of June 30, 2025.

The Company evaluated its interests in Starlab JV and determined that it has a variable interest as of September 30, 2025.

Due to the Company’s obligation to absorb losses and the right to receive benefits from the Variable Interest Entity (“VIE”) along with the ability to direct the activities that most significantly impact Starlab JV’s economic performance (including control over three of the five seats on the Board of Directors at Starlab JV), the Company was determined to be the primary beneficiary and is therefore consolidating the Starlab JV.

5 unchanged sentences

Creditors of Starlab JV do not have recourse to the Company.

ASSETS June 30, 2025 December 31, 2024

Notes to Condensed Consolidated Financial Statements

(Tabular amounts in thousands of dollars, unless otherwise noted)

ASSETS September 30, 2025 December 31, 2024

Cash and cash equivalents $ 47,127 $ 17,808

11 unchanged sentences

TOTAL LIABILITIES $ 31,632 $ 34,493

Notes to Condensed Consolidated Financial Statements

(Tabular amounts in thousands of dollars, unless otherwise noted)

COMMITMENTS AND CONTINGENCIES

1 unchanged sentence

The Company has a commitment for launch services for the Starlab program.

As of June 30, 2025 and December 31, 2024, the Company has a commitment for one launch at a future estimated launch date for $ 90.0 million.

As of September 30, 2025 and December 31, 2024, the Company has a commitment for one launch at a future estimated launch date for $ 90.0 million.

The terms of the arrangement also allow the Company to terminate the agreement for convenience for 25 % of the contract value less what has been paid inception to date.

2 unchanged sentences

The Company has a commitment for subscription-based services to assist in payload and launch analyses for the Starlab program and throughout the business units for various contracts.

As of June 30, 2025, and December 31, 2024, the Company has a commitment for four annual installments through 2028, totaling $ 2.0 million.

As of September 30, 2025 and December 31, 2024, the Company has a commitment for four annual installments through 2028, totaling $ 2.0 million.

The Company is involved in various legal actions arising in the normal course of business.

2 unchanged sentences

The Company had the following balances outstanding from transactions with related parties:

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Accounts receivable, net- related parties $ — $ —

Accounts payable- related parties $ — $ 17

Notes to Condensed Consolidated Financial Statements

(Tabular amounts in thousands of dollars, unless otherwise noted)

The Company recorded the following amounts from transactions with related parties:

Three Months Ended Six Months Ended

June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

Three Months Ended Nine Months Ended

September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

Net sales- related parties $ — $ — $ — $ —

Expenses- related parties $ 306 $ 156 $ 775 $ 447

Notes to Condensed Consolidated Financial Statements

(Tabular amounts in thousands of dollars, unless otherwise noted)

SUPPLEMENTAL CASH FLOW

Selected cash payments and non-cash activities are as follows:

Six Months Ended

(dollars in thousands, except per share data) June 30, 2025 June 30, 2024

Nine Months Ended

(dollars in thousands, except per share data) September 30, 2025 September 30, 2024

Supplemental cash flow information:

Cash paid for interest $ 2,905 $ 4,929

Cash received for income taxes $ 817 $ 623

Cash paid for income taxes 820 623

Supplemental non-cash investing and financing activities:

3 unchanged sentences

Non-cash services and prepaid expenses contracted in exchange for Starlab equity 18,384 9,794

Issuance of common stock in consideration for business acquisition 1,000 —

Issuance of Class A common stock and Common stock in consideration for business acquisition 6,709 —

Issuance of Common stock for purchase of noncontrolling interest 4,787 —

Conversion of debt to Common stock upon initial public offering 25,336 —

Conversion of 2024 Convertible Notes to common stock 8,002 —

Conversion of 2024 Convertible Notes to equity 8,002 —

Non-cash additions of property, plant and equipment $ 5,206 $ 4,980

SUBSEQUENT EVENTS

The Company has evaluated subsequent events through August 5, 2025, the date the condensed consolidated financial statements were issued.

No material subsequent events within the Company were noted.

The Company has noted the passage of new tax legislation after the second quarter of 2025.

One Big Beautiful Bill Act

On July 4, 2025, the One Big Beautiful Bill Act ("OBBB") was signed into law.

The change in the tax law will be partially effective in the current 2025 fiscal year, with additional provisions going into effect in future years.

The primary impacts to the Company include the ability to expense U.S.

Due to the valuation allowance recorded by the Company, these changes are not expected to have a material impact to the value of deferred tax assets and liabilities and the Company's future taxable income and effective tax rate.

Additionally, we currently anticipate that the enacted changes to expensing research and development costs, elective 100% bonus depreciation, and reduced business interest expense limitation will have a favorable effect on our financial condition.

The Company is analyzing the OBBB with its professional advisers.

Until such analysis is complete, the full impact of the new tax law on the Company in future periods is uncertain, and no assurances can be made by the Company on any potential impacts.

The Company has evaluated subsequent events through November 4, 2025, the date the condensed consolidated financial statements were issued.

Strategic Partner Loan

The Company entered into an agreement on October 1, 2025 to provide a $ 7 million, interest-free bridge loan issued to a strategic partner.

The bridge loan has a maturity date of three months from the date of issuance.

On October 24, 2025 the Company acquired 100 % of the equity ownership of ExoTerra Resources, LLC, which is headquartered in Littleton, Colorado for a transaction value of $ 100.0 million, which was comprised of approximately $ 69.0 million in cash, $ 11.0 million in Class A common stock, and $ 20.0 million in contingent consideration based on potential revenue achievements.

The acquisition was made to bolster the Company's American propulsion capabilities and enhance the Company's electric propulsions systems and offerings.

Due to the timing of this acquisition, the initial accounting is not yet complete.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements