Voyager Technologies, Inc./TX 10-Q

ITEM 1. FINANCIAL STATEMENTS. 5 Voyager Technologies, Inc. CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited, in thousands, except share and per share amounts) The accompanying notes are an integral part of these condensed consolidated financial statements. September 30, 2025 December 31, 2024 ASSETS Current assets: Cash and cash equivalents $ 413,320 $ 55,930 Accounts receivable, net 16,519 15,360 Contract assets 23,374 17,304 Inventories 1,719 1,526 Prepaid expenses and other current assets 26,531 11,461 TOTAL CURRENT ASSETS 481,463 101,581 Property and equipment, net 107,461 49,439 Operating lease right-of-use assets 9,275 8,167 Intangible assets, net 44,876 34,684 Goodwill 72,108 46,515 Other assets 12,613 7,210 TOTAL ASSETS (1) $ 727,796 $ 247,596 LIABILITIES, MEZZANINE EQUITY, AND EQUITY (DEFICIT) Current liabilities: Accounts payable $ 23,040 $ 22,787 Contract liabilities 8,147 21,365 Operating lease liabilities 4,381 3,000 SMI promissory note, current — 665 Accrued expenses and other current liabilities 62,292 39,594 TOTAL CURRENT LIABILITIES 97,860 87,411 Term loan, net — 56,991 Operating lease liabilities, non-current 6,132 6,205 Contract liabilities, non-current 2,946 2,762 Convertible notes, net — 7,435 Embedded derivatives — 2,723 Deferred tax liabilities 354 112 SMI promissory note — 23,928 Other long-term liabilities 2,023 102 TOTAL LIABILITIES (1) $ 109,315 $ 187,669 Mezzanine equity: Class A-1 redeemable preferred stock: $ 0.0001 par value; 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; redeemable at the option of the holder with a liquidation preference of $ 105,581 at December 31, 2024 $ — $ 93,496 Redeemable noncontrolling interests — 32,431 Equity (Deficit): Class A preferred stock: $ 0.0001 par value per share; 0 shares authorized, issued, and outstanding at September 30, 2025; 1 share authorized, issued, and outstanding at December 31, 2024; liquidation preference of $ 1 — — Class B convertible preferred stock: $ 0.0001 par value per share; 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; liquidation preference of $ 146,454 at December 31, 2024 — 132,835 Class C preferred stock: $ 0.0001 par value per share; 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 — 63,464 Common stock: $ 0.0001 par value per share; 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 — 1 Class A common stock: $ 0.0001 par value per share; 400,000,000 shares authorized; 53,506,560 shares issued and outstanding at September 30, 2025, 0 shares authorized, issued, and outstanding at December 31, 2024. 5 — Class B common stock: $ 0.0001 par value per share; 50,000,000 shares authorized; 5,758,566 shares issued and outstanding at September 30, 2025, 0 shares issued and outstanding at December 31, 2024. 1 — Additional paid-in capital 946,642 15,081 Accumulated other comprehensive (loss) income ( 83 ) 28 Accumulated deficit ( 355,706 ) ( 281,113 ) Total Voyager Technologies, Inc. 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. Refer to Note 15, “Joint Venture”, for additional information. 6 Voyager Technologies, Inc. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited, in thousands, except share and per share amounts) The accompanying notes are an integral part of these condensed consolidated financial statements. 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 ) Other income (expense): 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 ) Net loss attributable to noncontrolling interests ( 2,063 ) ( 280 ) ( 4,737 ) ( 3,138 ) Net loss attributable to Voyager Technologies, Inc. ( 16,273 ) ( 14,967 ) ( 74,593 ) ( 53,112 ) Less: dividends accrued on preferred stock — 5,591 11,259 16,079 Net loss attributable to common shareholders $ ( 16,273 ) $ ( 20,558 ) $ ( 85,852 ) $ ( 69,191 ) Net loss per common share: Basic $ ( 0.28 ) $ ( 1.61 ) $ ( 2.51 ) $ ( 5.49 ) Diluted $ ( 0.28 ) $ ( 1.61 ) $ ( 2.51 ) $ ( 5.93 ) Weighted-average shares outstanding: Basic 58,407 12,736 34,147 12,603 Diluted 58,407 12,736 34,147 12,606 7 Voyager Technologies, Inc. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited, in thousands) The accompanying notes are an integral part of these condensed consolidated financial statements. 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 ) Other comprehensive income (loss), net of tax: Foreign currency translation adjustments — ( 37 ) ( 111 ) 178 Total comprehensive loss ( 18,336 ) ( 15,284 ) ( 79,441 ) ( 56,072 ) Comprehensive loss attributable to noncontrolling interests ( 2,063 ) ( 280 ) ( 4,737 ) ( 3,138 ) Comprehensive loss attributable to Voyager Technologies, Inc. $ ( 16,273 ) $ ( 15,004 ) $ ( 74,704 ) $ ( 52,934 ) 8 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. Class A and Class B Common Stock 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 September 30, 2025 Class A Class B Common Stock Preferred Stock Shares Amount Shares Amount Shares Amount Shares Amount 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 ) Foreign currency translation adjustments — — — — — — — — — — — — — — — Stock-based compensation — — — — — — — — 2,119 — — 2,119 — 2,119 — Options Exercised 4 — — — — — — — 60 — — 60 — 60 — Unvested RSAs granted 104 — — — — — — — — — — — — — — Unvested RSAs forfeited ( 37 ) — — — — — — — — — — — — — — Issuance of Common stock for acquisition consideration 161 — — — — — — — 5,709 — — 5,709 — 5,709 — 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 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 September 30, 2024 Common Stock Preferred Stock Shares Amount Shares Amount 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 Foreign currency translation adjustments — — — — — ( 37 ) — ( 37 ) — ( 37 ) — Stock-based compensation — — — — 843 — — 843 — 843 — Options Exercised 1 — — — 23 — — 23 — 23 — Issuance of Class C preferred stock, net — — 211 9,228 — — — 9,228 — 9,228 — Dividends accrued on Class B convertible preferred stock — — — 2,142 ( 2,142 ) — — — — — — Dividends accrued on Class A-1 redeemable preferred stock — — — — ( 3,449 ) — — ( 3,449 ) — ( 3,449 ) 3,449 Shares issued for services 27 — — — 310 — — 310 — 310 — 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 9 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. Class A and Class B Common Stock Additional Paid-in Capital Accum. Other Compr. Loss Accum. Deficit Total Voyager Equity (Deficit) Non-Controlling Interest Total Equity (Deficit) Total Mezzanine Equity Nine Months Ended September 30, 2025 Class A Class B Common Stock Preferred Stock Shares Amount Shares Amount Shares Amount Shares Amount Balance at December 31, 2024 — $ — — $ — 13,297 $ 1 4,824 $ 196,299 $ 15,081 $ 28 $ ( 281,113 ) $ ( 69,704 ) $ 3,704 $ ( 66,000 ) $ 125,927 Net income (loss) — — — — — — — — — — ( 74,593 ) ( 74,593 ) ( 4,522 ) ( 79,115 ) ( 215 ) Foreign currency translation adjustments — — — — — — — — — ( 111 ) — ( 111 ) — ( 111 ) — Stock-based compensation — — — — — — — — 15,389 — — 15,389 — 15,389 — Options Exercised 8 — — — 1 — — — 215 — — 215 — 215 — Unvested RSAs granted 867 — 45 — — — — — — — — — — — — Unvested RSAs forfeited ( 37 ) — — — — — — — — — — — — — — Issuance of Common stock, net — — — — 1,648 — — — 43,971 — — 43,971 — 43,971 — 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 ) 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 — — — — — — 2,765 114,589 — — — 114,589 — 114,589 — Dividends accrued or settled on Class B convertible preferred stock — — — — — — — 3,927 ( 31,511 ) — — ( 27,584 ) — ( 27,584 ) — Dividends accrued or settled on Class A-1 redeemable preferred stock — — — — — — — — ( 7,331 ) — — ( 7,331 ) — ( 7,331 ) 7,331 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 — — — — — — Shares issued for services — — — — 138 — — — 3,000 — — 3,000 — 3,000 — Purchase of noncontrolling interest — — — — 220 — — — 20,883 — — 20,883 — 20,883 ( 32,216 ) Sale of noncontrolling interest — — — — — — — — 33,149 — — 33,149 23,644 56,793 — Balance at September 30, 2025 53,507 $ 5 5,759 $ 1 — $ — — $ — $ 946,642 $ ( 83 ) $ ( 355,706 ) $ 590,859 $ 27,622 $ 618,481 $ — 10 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. Other Compr. Loss Accum. Deficit Total Voyager Equity (Deficit) Non-Controlling Interest Total Equity (Deficit) Total Mezzanine Equity Nine Months Ended September 30, 2024 Common Stock Preferred Stock Shares Amount Shares Amount Balance at December 31, 2023 12,425 $ 1 3,286 $ 124,367 $ — $ ( 189 ) $ ( 216,802 ) $ ( 92,623 ) $ 3 $ ( 92,620 ) $ 122,905 Net income (loss) — — — — — — ( 53,112 ) ( 53,112 ) ( 3,212 ) ( 56,324 ) 74 Foreign currency translation adjustments — — — — — 178 — 178 — 178 — Stock-based compensation — — — — 2,686 — — 2,686 — 2,686 — Options Exercised 1 — — — 28 — — 28 — 28 — Issuance of Class C preferred stock, net — — 1,065 46,425 — — — 46,425 — 46,425 — Dividends accrued on Class B convertible preferred stock — — — 6,303 ( 6,303 ) — — — — — — Dividends accrued on Class A-1 redeemable preferred stock — — — — ( 9,776 ) — — ( 9,776 ) — ( 9,776 ) 9,776 Warrants issued for common stock — — — — 1,135 — — 1,135 — 1,135 — Warrant reclassification — — — — ( 2,546 ) — — ( 2,546 ) — ( 2,546 ) — Shares issued for services 255 — — — 5,310 — — 5,310 6,317 11,627 — 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 September 30, 2024 12,681 $ 1 4,351 $ 177,095 $ 4,882 $ ( 11 ) $ ( 272,153 ) $ ( 90,186 ) $ 3,108 $ ( 87,078 ) $ 123,264 11 Voyager Technologies, Inc. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited, in thousands) The accompanying notes are an integral part of these condensed consolidated financial statements. Nine Months Ended September 30, 2025 September 30, 2024 Cash Flows from Operating Activities: Net loss $ ( 79,330 ) $ ( 56,250 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 8,440 9,595 Impairment losses — 3,594 Stock-based compensation 15,390 2,686 Amortization of operating lease right-of-use assets 1,795 2,097 Loss on debt extinguishment 7,804 10,713 Amortization of debt issuance costs and other non-cash interest expense 2,300 4,147 Reduction in fair value of earnout — ( 5,956 ) Deferred Taxes ( 1,552 ) ( 508 ) Non-cash services acquired 11,124 9,794 Other 446 68 Change in operating assets and liabilities, net of acquisitions: Accounts receivable ( 113 ) ( 1,185 ) Prepaid expenses and other current assets ( 4,810 ) ( 691 ) Contract assets ( 4,507 ) ( 5,570 ) Inventories ( 193 ) 1,597 Other assets ( 374 ) ( 3,806 ) Accounts payable 3,488 ( 1,931 ) Contract liabilities ( 14,585 ) 5,179 Accrued expenses 10,522 8,650 Operating lease liabilities ( 1,597 ) ( 2,133 ) Other liabilities ( 212 ) ( 93 ) Net cash used in operating activities $ ( 45,964 ) $ ( 20,003 ) Cash Flows from Investing Activities: Purchases of property and equipment $ ( 96,562 ) $ ( 52,760 ) Grant funding for property and equipment 41,850 29,730 Acquisitions, net of cash acquired ( 32,597 ) — Purchase of Investment ( 2,500 ) — Net cash used in investing activities $ ( 89,809 ) $ ( 23,030 ) Cash Flows from Financing Activities: Proceeds from term loan, net $ — $ 57,922 Repayment of term loan ( 64,420 ) ( 56,574 ) Borrowings from the credit facility 64,500 — Repayments on the credit facility ( 64,500 ) — Proceeds from the issuance of Common stock, net 45,886 — Proceeds from the issuance of Class C preferred stock, net 116,047 46,425 Proceeds from the issuance of Class A common stock upon initial public offering, net of underwriting costs 409,405 — Costs associated with initial public offering ( 8,133 ) — Sale of noncontrolling interest 37,767 13,425 Redemptions of redeemable noncontrolling interests — ( 9,491 ) Purchase of noncontrolling interest ( 10,600 ) — Redemptions of Class A-1 redeemable preferred stock ( 3,044 ) — Cash repayment of Preferred B dividends ( 27,584 ) — Costs associated with the credit facility ( 2,593 ) — Proceeds from the convertible note — 4,968 Other 307 ( 1,746 ) Net cash provided by financing activities $ 493,038 $ 54,929 Effect of foreign exchange on cash and cash equivalents $ 125 $ 23 Net increase in cash and cash equivalents 357,390 11,919 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 12 Notes to Condensed Consolidated Financial Statements (Tabular amounts in thousands of dollars, unless otherwise noted) 1. ORGANIZATION Nature of Business Voyager Technologies, Inc. (“Voyager” or the “Company”), incorporated in the state of Delaware on August 15, 2019, is a space technology company with over 35 years of spaceflight heritage combined amongst its operating entities. Voyager's business model leverages global public-private partnerships to deliver mission-critical capabilities and on-orbit services to civil and defense government agencies, academic and research institutions, and private sector players. Voyager has enabled thousands of payloads, systems, and hardware elements to enter space while also working to develop next generation space stations. Voyager’s products and capabilities under continuous development include Starlab, a privately owned, free-flying crewed space station; advanced spacecraft communications; and our controllable solid-state propulsion technology. Initial Public Offering On June 12, 2025, the Company completed its initial public offering (“IPO”) of an aggregate of 14,200,645 shares of its Class A common stock, par value $ 0.0001 (“Class A common stock”), which includes the exercise in full by the underwriters of their option to purchase an additional 1,852,258 shares of Class A common stock, at a public offering price of $ 31.00 per share. The Company received aggregate proceeds of $ 409.4 million, net of underwriting discounts. In connection with the IPO, the Company amended and restated its certificate of incorporation and reclassified all outstanding Common stock into Class A common stock. The Company also converted all outstanding shares of Class A-1 Preferred Stock, Class B Preferred Stock, Class C Preferred Stock, and its SMI Promissory Notes (as defined below) into an aggregate of 28,682,004 shares of Class A common stock and forfeited and cancelled all outstanding shares of Class A Preferred Stock pursuant to the terms of an exchange and forfeiture agreement. Finally, the Company exchanged an aggregate 5,713,566 shares of Class A common stock owned by Dylan Taylor, our Chairman and Chief Executive Officer, for an equivalent number of shares of our Class B common stock. The rights of the holders of Class A common stock and Class B common stock are identical, except with respect to voting, conversion and transfer rights. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The unaudited accompanying condensed consolidated financial statements include the accounts of Voyager and our consolidated subsidiaries and, have been prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”). In the opinion of management, the condensed consolidated financial statements include all adjustments, consisting of adjustments associated with acquisition accounting and normal recurring adjustments, necessary for the fair statement of the results for the periods presented. All intercompany balances and transactions have been eliminated in consolidation. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes thereto included in the Company's prospectus filed with the SEC pursuant to rule 424(b) under the Securities Act of 1933, as amended, on June 12, 2025 (the “Prospectus”). Interim results are not necessarily indicative of the results that may be expected for a full year. Common Stock Split On June 2, 2025, the Company effected a 1.5 -for-1 forward split of its Common stock and a proportionate increase in the number of authorized shares. All share and per share information, including share-based compensation, throughout the unaudited interim condensed consolidated financial statements has been retroactively adjusted to reflect the stock split. The shares of Common stock retain a par value of $ 0.0001 per share. Accordingly, an amount equal to the par value of the increased shares resulting from the stock split was reclassified from Additional paid-in capital to Class A common stock and Class B common stock. 13 Notes to Condensed Consolidated Financial Statements (Tabular amounts in thousands of dollars, unless otherwise noted) Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Some of these judgments can be subjective and complex, and, consequently, actual results may differ from these estimates. On an ongoing basis, management evaluates its estimates, including those related to the valuation of acquired intangibles, intangibles, long-lived assets, redeemable noncontrolling interests, realization of tax assets and estimates of tax liabilities, valuation of equity securities and financial instruments, estimated useful lives of long-lived assets, and reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are based on current facts, historical experience, and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of revenues and expenses that are not readily apparent from other sources. Actual results may differ materially and adversely from these estimates. To the extent there are material differences between the estimates and actual results, the Company’s future results of operations could be affected. 3. RECENT ACCOUNTING PRONOUNCEMENTS Reporting Comprehensive Income - Expense Disaggregation Disclosures In November 2024, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2024-03 Comprehensive Income (Topic 220): Disaggregation of Income Statement Expenses. The ASU requires a tabular disclosure of the amounts of specified natural expense categories included in each relevant expense caption. Additionally, the amendments require the disclosure of the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. The ASU will be effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027 and will be applied on a prospective basis with the option to apply the standard retrospectively. The Company is currently evaluating the impact on its disclosures of adopting this new pronouncement. Income Taxes – Disclosure Improvements In December 2023, the FASB issued ASU No. 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures . The ASU requires companies to disclose, on an annual basis, specific categories in the effective tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. In addition, the ASU requires companies to disclose additional information about income taxes paid. The ASU will be effective for annual periods beginning January 1, 2025 and will be applied on a prospective basis with the option to apply the standard retrospectively. The Company is evaluating the disclosure impact of ASU 2023-09; however, the standard is not expected to have an impact on the Company’s consolidated financial position, results of operations and/or cash flows. 14 Notes to Condensed Consolidated Financial Statements (Tabular amounts in thousands of dollars, unless otherwise noted) 4. ACQUISITIONS 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 $ 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; opto-mechanical assemblies and associated electronics, computer interfacing, signal acquisition and signal processing. As of the acquisition date, OPC was consolidated into 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 or segment results. As a result, no pro forma information has been provided. None of the goodwill acquired is tax deductible. 5. ACCOUNTS RECEIVABLE, NET September 30, 2025 December 31, 2024 Accounts receivable, billed $ 16,617 $ 16,015 Allowance for expected credit losses ( 98 ) ( 655 ) Accounts receivable, net $ 16,519 $ 15,360 6. PROPERTY AND EQUIPMENT, NET September 30, 2025 December 31, 2024 Equipment in orbit $ 19,533 $ 19,533 Machinery and equipment 5,797 4,860 Leasehold improvements 3,127 2,276 Construction in progress 94,950 37,251 IT related equipment 3,871 2,441 Property and equipment, gross 127,278 66,361 Less: 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 $ 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. 15 Notes to Condensed Consolidated Financial Statements (Tabular amounts in thousands of dollars, unless otherwise noted) 7. ACCRUED EXPENSES September 30, 2025 December 31, 2024 Accrued compensation $ 14,747 $ 11,539 Accrued expenses 22,605 10,641 Accrued taxes 125 914 Accrued earnout 413 413 Other current liabilities 24,402 16,087 Total accrued expenses $ 62,292 $ 39,594 8. DEBT Credit Facility On May 30, 2025, we entered into a new senior secured revolving credit facility (the “Credit Facility”) with a syndicate of lenders, led by JP Morgan Chase Bank, N.A., providing for aggregate commitments of $ 200 million. The Credit Facility is intended to be used for working capital and other general corporate purposes. The Credit Facility has an initial maturity of four years from the closing date and includes an uncommitted accordion feature that permits the Company, subject to certain conditions, to request an increase in the aggregate commitments by up to an additional $ 150 million, for a total potential facility size of $ 350 million. Borrowings under the Credit Facility bear interest at a variable rate based on Adjusted Term SOFR plus an applicable margin. The applicable margin for borrowings ranges from 2.25 % to 2.75 %, depending on the Company’s consolidated liquidity levels, as defined in the agreement. In addition, the Company is required to pay an undrawn commitment fee ranging from 0.25 % to 0.30 % on the unused portion of the Credit Facility, also based on liquidity levels. 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 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 September 30, 2025. Term Loan 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”). The Term Loan was set to mature on July 1, 2028. The Term Loan bore interest at a variable annual rate equal to the sum of (a) the greater of (i) the Wall Street Journal Prime Rate or (ii) 8.50 %, and (b) 1.25 % per annum. The Term Loan bore additional interest, which is equal to 2.50 % of the total outstanding principal, computed daily based on the actual number of days elapsed and added to the outstanding principal balance. 16 Notes to Condensed Consolidated Financial Statements (Tabular amounts in thousands of dollars, unless otherwise noted) The Company’s long-term debt associated with the Term Loan consisted of the following: September 30, 2025 December 31, 2024 Principal $ — $ 65,972 Less: debt issuance cost & discounts, net of amortization — ( 8,981 ) Net carrying amount — 56,991 Less: current portion — — Total long-term debt, net $ — $ 56,991 2024 Convertible Notes During the year ended December 31, 2024, Starlab Space LLC entered into convertible promissory note agreements (“2024 Convertible Notes”) for a total principal of approximately $ 10.1 million. In January 2025, Starlab Space LLC raised an additional $ 0.1 million. 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. The Company had the option to prepay all or any of the principal and any accrued and unpaid interest at any time. The 2024 Convertible Notes were convertible into equity units upon the following: (i) a qualified financing event, defined as a transaction or series of transactions pursuant to which Starlab Space LLC issues shares of any class or series of equity securities to one or more investors, including any of the lenders with the principal purpose of raising capital that raises gross proceeds of at least $ 10.0 million, excluding the amount represented by the conversion of any outstanding indebtedness in accordance with their respective terms; (ii) at the option of the lender upon a nonqualified financing event; (iii) a liquidity event, defined as a consolidation or merger with another corporation, entity, or person or other event through which the unit holders, immediately prior to such consolidation or merger, own less than 50 % of the voting power of the surviving entity, immediately after such consolidation or merger, a sale or other disposition of substantially all Starlab Space LLC’s assets, or the closing of Starlab Space LLC’s first underwritten public offering; and (iv) the maturity date. Upon a conversion event described in (i) or (ii), the 2024 Convertible Notes would have converted into the same class and series of units as those sold as part of the financing event. Upon a conversion event described in (iii) or (iv), the 2024 Convertible Notes would have converted into Class A-1 Units of Starlab Space LLC. The number of Class A-1 Units issued would have been equal to (1) the outstanding principal balance of the note and all accrued and unpaid interest due, divided by (2) 85 % of the price per unit paid by the investors to purchase the new securities in the subsequent financing. The Company evaluated the features of the 2024 Convertible Notes and determined that items (i) and (ii) met the definition of embedded derivatives as they are not clearly and closely related to the debt host instrument and were bifurcated and measured at fair value. The fair value was measured using the scenario based method inside the “with and without” method and resulted in a value of approximately $ 3.1 million at inception which was recorded as a discount on the convertible notes. The key assumptions utilized in the valuation were the scenario timing, mandatory conversion discount, discount rate, and scenario probabilities. On April 8, 2025, the Company contributed an additional $ 15.0 million into Starlab Space LLC through Voyager Ventures, LLC, a wholly owned subsidiary of the Company. 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 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. 17 Notes to Condensed Consolidated Financial Statements (Tabular amounts in thousands of dollars, unless otherwise noted) SMI Promissory Notes In May and June 2023, we acquired additional shares of Space Micro Inc (“SMI”) from certain minority stockholders in exchange for Promissory Notes in aggregate amount of approximately $ 28.4 million. In October 2024, the Promissory Notes were modified for certain shareholders to be payable in our equity securities at the earlier of October 2, 2025 or the completion of our initial public offering, and for other shareholders at the earlier of October 2, 2026 or the completion of our initial public offering. 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 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. As a result of the conversion, the SMI Promissory Notes have been retired in full. 9. REDEEMABLE NONCONTROLLING INTERESTS 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 Net income (loss) attributable to redeemable noncontrolling interests ( 15 ) 42 66 ( 7 ) 86 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 Net income (loss) attributable to redeemable noncontrolling interests — ( 302 ) 87 — ( 215 ) Redemptions of redeemable noncontrolling interests — ( 21,240 ) ( 10,976 ) — ( 32,216 ) 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 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 ” ) 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. 18 Notes to Condensed Consolidated Financial Statements (Tabular amounts in thousands of dollars, unless otherwise noted) 10. STOCK-BASED COMPENSATION 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”) 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 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 Nonvested RSAs outstanding as of March 31, 2025 — $ — Issued 807,750 31.00 Nonvested RSAs outstanding as of June 30, 2025 807,750 31.00 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. 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 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. 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. 19 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. 11. NET SALES Disaggregation of Net Sales The following tables present the disaggregation of net sales from contracts with our customers: Three Months Ended September 30, 2025 Defense and National Security Space Solutions Starlab Space Stations Eliminations Total U.S. Government $ 26,874 $ 9,150 $ — $ — $ 36,024 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 September 30, 2024 Defense and National Security Space Solutions Starlab Space Stations Eliminations Total U.S. Government $ 14,022 $ 17,597 $ — $ — $ 31,619 International Government — 106 — — 106 Commercial 7,750 2,083 — ( 1,959 ) 7,874 Total net sales $ 21,772 $ 19,786 $ — $ ( 1,959 ) $ 39,599 Nine Months Ended September 30, 2025 Defense and National Security Space Solutions Starlab Space Stations Eliminations Total U.S. Government $ 78,417 $ 28,562 $ — $ — $ 106,979 International Government — 213 — — 213 Commercial 8,827 6,344 — ( 2,595 ) 12,576 Total net sales $ 87,244 $ 35,119 $ — $ ( 2,595 ) $ 119,768 Nine Months Ended September 30, 2024 Defense and National Security Space Solutions Starlab Space Stations Eliminations Total U.S. Government $ 41,924 $ 47,952 $ — $ — $ 89,876 International Government — 622 — — 622 Commercial 13,577 8,354 — ( 5,961 ) 15,970 Total net sales $ 55,501 $ 56,928 $ — $ ( 5,961 ) $ 106,468 20 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 Nine Months Ended September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024 U.S. $ 37,470 $ 33,402 $ 110,640 $ 96,425 Europe 2,008 6,052 8,638 9,160 Other 109 145 490 883 Total net sales $ 39,587 $ 39,599 $ 119,768 $ 106,468 Contract Balances Contract assets arise when revenue has been recognized for amounts which cannot or have not yet been billed under terms of the contract with the customer. Contract liabilities arise when consideration is received from a customer prior to being earned and are recognized as revenue when the Company satisfies the related performance obligation under the terms of the contract. The following table presents the Company’s contract assets and liabilities: September 30, 2025 December 31, 2024 Contract assets (current and non-current) $ 31,054 $ 24,128 Contract liabilities (current and non-current) $ 11,093 $ 24,127 Contract assets increased primarily due to a difference in timing of billing on cost-plus programs and revenue recognition. 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 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 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 ) Net sales ( 4,355 ) ( 1,159 ) ( 7,708 ) ( 876 ) Basic net loss per share ( 0.15 ) ( 0.21 ) ( 0.53 ) ( 0.28 ) Diluted net loss per share $ ( 0.15 ) $ ( 0.21 ) $ ( 0.53 ) $ ( 0.28 ) 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 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. 21 Notes to Condensed Consolidated Financial Statements (Tabular amounts in thousands of dollars, unless otherwise noted) 12. SEGMENT REPORTING The Company’s business is organized into market sectors based on its products and services and has three reportable segments: (i) Defense and National Security; (ii) Space Solutions; and (iii) Starlab Space Stations. The Company organizes its reportable segments based on the nature of the products and services offered. Transactions between segments are generally negotiated and accounted for under terms and conditions similar to other government and commercial contracts. The reconciling item “corporate expense” includes the portion of corporate costs not considered allocable to the segments, such as legal, management and administration, and other corporate unallocable costs. The Company’s CODM is our CEO and Chairman. The CODM uses net sales and adjusted EBITDA to assess segment performance and make decisions regarding the allocation of capital and other investments. Adjusted EBITDA is defined as EBITDA (earnings before interest, taxes, depreciation, and amortization) adjusted for certain items affecting comparability as specified in the calculation. During the second quarter of 2025, the Adjusted EBITDA metric used within the business by the CODM was modified to remove non-cash services as an add back. In alignment with ASC 280-10-50-36, the Company has recast its prior period Adjusted EBITDA measures to align with the new composition of the metric and the current financial benchmark used to monitor operations of the segments. These costs were historically only prevalent within the Starlab Space Stations segment and at the Corporate level. Adjusted EBITDA is used to monitor budget versus actual results. The CODM also uses Adjusted EBITDA in analysis of the operational performance of each reporting segment. The CODM considers budget-to-actual variances on a quarterly basis for both profit measures when making decisions about allocating capital and personnel to the segments. The monitoring of budgeted versus actual results is used in assessing performance of the segments and in establishing management’s compensation. The CODM does not review segment expense items pursuant to ASC 280-10-50-26A. Therefore, the Company does not disclose these expense items by segment. The CODM does not use assets by segment to evaluate performance or allocate resources. Therefore, the Company does not disclose assets by segment. 22 Notes to Condensed Consolidated Financial Statements (Tabular amounts in thousands of dollars, unless otherwise noted) The following table summarizes the operating performance of the Company’s segments: Three Months Ended Nine Months Ended September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024 Net Sales: Defense and National Security $ 28,508 $ 21,772 $ 87,244 $ 55,501 Space Solutions 11,691 19,786 35,119 56,928 Starlab Space Stations — — — — Total Net Sales, reportable segments 40,199 41,558 122,363 112,429 Intersegment eliminations ( 612 ) ( 1,959 ) ( 2,595 ) ( 5,961 ) Total Net Sales $ 39,587 $ 39,599 $ 119,768 $ 106,468 Other Segment Expenses (1) : Defense and National Security $ 30,464 $ 20,896 $ 87,244 $ 53,870 Space Solutions 12,317 18,168 38,272 55,364 Starlab Space Stations 6,150 ( 3,997 ) 10,932 6,537 Total Other Segment Expenses, reportable segments 48,931 35,067 136,448 115,771 Intersegment eliminations ( 612 ) ( 1,959 ) ( 2,595 ) ( 5,961 ) Corporate and other expenses 8,961 15,320 34,030 20,336 Total Other Segment Expenses $ 57,280 $ 48,428 $ 167,883 $ 130,146 Adjusted EBITDA: Defense and National Security $ ( 1,956 ) $ 876 $ — $ 1,631 Space Solutions ( 626 ) 1,618 ( 3,153 ) 1,564 Starlab Space Stations ( 6,150 ) 3,997 ( 10,932 ) ( 6,537 ) Total Adjusted EBITDA, reportable segments ( 8,732 ) 6,491 ( 14,085 ) ( 3,342 ) Intersegment eliminations — — — ( 24 ) Corporate and other expenses ( 8,961 ) ( 15,320 ) ( 34,030 ) ( 20,336 ) Depreciation & amortization ( 3,130 ) ( 4,124 ) ( 8,440 ) ( 9,595 ) Stock-based compensation ( 2,120 ) ( 845 ) ( 15,390 ) ( 2,688 ) Impairment — ( 3,594 ) — ( 3,594 ) Finance and interest expense, net ( 200 ) ( 2,940 ) ( 5,452 ) ( 9,029 ) Net loss attributable to noncontrolling interests ( 2,063 ) ( 280 ) ( 4,737 ) ( 3,138 ) Interest income 4,313 1,386 7,826 1,386 Other (2) 795 4,071 ( 6,655 ) ( 5,672 ) Loss before taxes $ ( 20,098 ) $ ( 15,155 ) $ ( 80,963 ) $ ( 56,032 ) __________________ (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. 23 Notes to Condensed Consolidated Financial Statements (Tabular amounts in thousands of dollars, unless otherwise noted) The Company’s capital expenditures are as follows: Three Months Ended September 30, 2025 Defense and National Security Space Solutions Starlab Space Stations Corporate Total Capital expenditures: Property, plant and equipment $ 1,554 $ 171 $ 37,184 $ 126 $ 39,035 Total $ 1,554 $ 171 $ 37,184 $ 126 $ 39,035 Three Months Ended September 30, 2024 Defense and National Security Space Solutions Starlab Space Stations Corporate Total Capital expenditures: Property, plant and equipment $ 322 $ 419 $ 19,692 $ — $ 20,433 Total $ 322 $ 419 $ 19,692 $ — $ 20,433 Nine Months Ended September 30, 2025 Defense and National Security Space Solutions Starlab Space Stations Corporate Total Capital expenditures: Property, plant and equipment $ 2,769 $ 919 $ 92,434 $ 178 $ 96,300 Total $ 2,769 $ 919 $ 92,434 $ 178 $ 96,300 Nine Months Ended September 30, 2024 Defense and National Security Space Solutions Starlab Space Stations Corporate Total Capital expenditures: Property, plant and equipment $ 1,131 $ 1,328 $ 50,299 $ — $ 52,758 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 September 30, 2025 and December 31, 2024, respectively. 13. INCOME TAXES 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. federal income tax rate of 21.0% primarily due to estimated permanent differences and changes in the valuation allowance. The Company does not anticipate a significant change to the Company’s gross unrecognized tax benefits within the next 12 months. The Company assesses the deferred tax assets for recoverability on a quarterly basis. Based upon all available positive and negative evidence, the Company maintains a valuation allowance to reduce the net U.S. deferred tax asset to the amount that is more-likely-than-not realizable. The Company computes an estimated annual effective tax rate (“AETR”) each quarter based on the current and forecasted continuing operating results. The income tax expense or benefit associated with the interim period is computed using the most recent estimated AETR applied to the year-to-date ordinary income or loss, plus the tax effect of any significant or infrequently occurring items recorded during the interim period. The computation of the estimated AETR at each interim period requires certain estimates and significant judgments including, but not limited to, the expected operating income (loss) for the year, projections of the proportion of income earned and taxed in various jurisdictions, permanent differences and the likelihood of recovering deferred tax assets generated in the current year. The accounting estimates used to compute the provision for income taxes may change as new events occur and additional information becomes known or as the tax environment changes. 24 Notes to Condensed Consolidated Financial Statements (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. 14. NET LOSS PER COMMON SHARE The following table includes the calculation of basic and diluted net loss per common share: 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 Numerator: Net loss attributable to Voyager Technologies, Inc. $ ( 16,273 ) $ ( 14,967 ) $ ( 74,593 ) $ ( 53,112 ) Accrued value of preferred stock dividends (1) — 5,591 11,259 16,079 Net loss attributable to common shareholders ( 16,273 ) ( 20,558 ) ( 85,852 ) ( 69,191 ) Accretion and fair value adjustment on ZIN earnout — — — ( 5,534 ) Net loss attributed to common shareholders, diluted $ ( 16,273 ) $ ( 20,558 ) $ ( 85,852 ) $ ( 74,725 ) Denominator: Weighted-Average common shares outstanding, basic 58,407 12,736 34,147 12,603 Shares issuable assuming ZIN earnout — — — 3 Weighted-Average common shares outstanding, diluted 58,407 12,736 34,147 12,606 Net loss per share: Basic $ ( 0.28 ) $ ( 1.61 ) $ ( 2.51 ) $ ( 5.49 ) Diluted $ ( 0.28 ) $ ( 1.61 ) $ ( 2.51 ) $ ( 5.93 ) __________________ (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. 25 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: September 30, 2025 September 30, 2024 Stock options 4,708 3,267 Warrants 1,104 974 SMI Note — 1,453 Preferred stock (as converted to common shares) — 22,662 Total common stock equivalents 5,812 28,356 15. JOINT VENTURE The Company is a partial owner of a joint venture company, Starlab Space LLC (“Starlab JV”), which began operating on April 12, 2024 when the Space Act Agreement (“SAA”) was novated with National Aeronautical and Space Administration (“NASA”). Through the SAA, the Company will receive financial assistance through Government grants for certain eligible expenses to design, build and maintain a commercial space station. As described within Note 8, “Debt”, on April 8, 2025, the Company contributed an additional $ 15.0 million into Starlab JV through Voyager Ventures, LLC, a wholly owned subsidiary of the Company. 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 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 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. The Company’s consolidated financial statements reflect the performance of the Starlab JV VIE with the Company being the primary beneficiary of the VIE and having incremental power over the Starlab JV. The Company meets the power and economic criteria for consolidation of the VIE. The Starlab JV is considered a business and therefore no gain or loss was recognized by the Company upon the initial consolidation of the VIE. The following table presents the assets and liabilities of the Starlab JV included in the Company’s unaudited balance sheet, separated by major asset and liability class. These assets can only be used to settle obligations of Starlab JV, and the Company does not have recourse to the liabilities. Creditors of Starlab JV do not have recourse to the Company. 26 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 Prepaid expenses and other current assets 20,185 2,716 Property and equipment, net 92,118 36,188 Operating lease right-of-use assets 84 140 Other assets 12 14 TOTAL ASSETS $ 159,526 $ 56,866 LIABILITIES Accounts payable $ 16,575 $ 18,781 Operating lease liabilities 85 84 Accrued expenses and other current liabilities 14,972 5,414 Operating lease liabilities, non-current — 56 Convertible notes, net — 7,435 Embedded derivatives — 2,723 TOTAL LIABILITIES $ 31,632 $ 34,493 16. COMMITMENTS AND CONTINGENCIES Non-Cancelable Service Contract Commitments The Company has a commitment for launch services for the Starlab program. 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. If the Company were to cancel the launch services, it would owe $ 13.5 million to the launch provider. Non-Cancelable Subscription-Based Services 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 September 30, 2025 and December 31, 2024, the Company has a commitment for four annual installments through 2028, totaling $ 2.0 million. Litigation The Company is involved in various legal actions arising in the normal course of business. Based upon the Company’s and its legal counsel’s evaluations of any claims or assessments, management is of the opinion that the outcome of these matters will not have a material adverse effect on the Company’s results of operations, financial position, or cash flows. 17. RELATED PARTIES The Company had the following balances outstanding from transactions with related parties: As of September 30, 2025 December 31, 2024 Accounts receivable, net- related parties $ — $ — Accounts payable- related parties $ — $ 17 27 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 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 18. SUPPLEMENTAL CASH FLOW Selected cash payments and non-cash activities are as follows: 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 paid for income taxes 820 623 Supplemental non-cash investing and financing activities: Warrants issued for common stock 3,807 1,135 Operating lease liabilities arising in exchange for obtaining right-of-use assets 2,075 670 Non-cash services and prepaid expenses contracted in exchange for Common stock 3,000 — Non-cash services and prepaid expenses contracted in exchange for Starlab equity 18,384 9,794 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 equity 8,002 — Non-cash additions of property, plant and equipment $ 5,206 $ 4,980 19. SUBSEQUENT EVENTS 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. Acquisition 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. 28