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Item 1. Financial Statements

2026-08-04 compared with 2026-05-05 · 288 added, 143 removed, 637 unchanged (40% of the section changed)

FINANCIAL STATEMENTS

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

Voyager Technologies, Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited, in thousands, except share amounts)

March 31, 2026 December 31, 2025

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

(in thousands, except share amounts)

June 30, 2026

December 31, 2025

Current assets:

31 unchanged sentences

$ 0.0001 par value per share;

400,000,000 shares authorized, 54,855,919 shares issued and 53,350,242 shares outstanding at March 31, 2026, 400,000,000 shares authorized, 54,546,859 shares issued, and 53,383,859 shares outstanding at December 31, 2025

400,000,000 shares authorized, 55,216,284 shares issued and 53,598,284 shares outstanding at June 30, 2026, 400,000,000 shares authorized, 54,546,859 shares issued, and 53,383,859 shares outstanding at December 31, 2025

Class B common stock:

$ 0.0001 par value per share;

50,000,000 shares authorized, 5,758,566 shares issued and outstanding at March 31, 2026;

50,000,000 shares authorized, 5,758,566 shares issued and outstanding at June 30, 2026;

50,000,000 shares authorized and 5,758,566 shares issued and outstanding at December 31, 2025

12 unchanged sentences

See “Notes to Condensed Consolidated Financial Statements—Note 16, “Joint Venture”, for additional information.

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

Voyager Technologies, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited, in thousands, except share and per share amounts)

Three Months Ended

March 31, 2026 March 31, 2025

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

Three Months Ended Six Months Ended

(Unaudited, in thousands, except share and per share amounts) June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025

Net sales $ 52,746 $ 45,674 $ 87,992 $ 80,181

Cost of sales 48,289 37,464 85,081 66,386

Gross (loss) profit ( 1,546 ) 5,585

Gross profit 4,457 8,210 2,911 13,795

Operating expenses:

2 unchanged sentences

Research and development

7,336 502 14,847 4,542

Amortization of acquired intangibles

4,857 1,604 9,090 3,152

Loss from operations ( 51,408 ) ( 24,137 ) ( 96,055 ) ( 50,426 )

Other income (expense):

Loss on debt extinguishment

— ( 7,804 ) — ( 7,804 )

Finance and interest expense, net

1 unchanged sentence

Other income, net

2,372 1,480 6,415 2,617

Loss before income taxes ( 50,941 ) ( 32,984 ) ( 93,659 ) ( 60,865 )

Income tax expense

Income tax (benefit) expense

( 2,195 ) 81 1,031 129

Net loss ( 48,746 ) ( 33,065 ) ( 94,690 ) ( 60,994 )

10 unchanged sentences

Diluted 58,521,968 29,695,203 58,430,737 22,017,362

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

Voyager Technologies, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

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

Three Months Ended Six Months Ended

(Unaudited, in thousands)

Three Months Ended

March 31, 2026 March 31, 2025

June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025

Net loss $ ( 48,746 ) $ ( 33,065 ) $ ( 94,690 ) $ ( 60,994 )

1 unchanged sentence

Foreign currency translation adjustments

2 ( 89 ) 33 ( 111 )

Total comprehensive loss ( 48,744 ) ( 33,154 ) ( 94,657 ) ( 61,105 )

2 unchanged sentences

$ ( 46,488 ) $ ( 31,471 ) $ ( 90,440 ) $ ( 58,431 )

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

Voyager Technologies, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT) and MEZZANINE EQUITY

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

(Unaudited, in thousands)

1 unchanged sentence

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

Class A Class B Common Stock Preferred Stock Treasury Stock

Three Months Ended June 30, 2026 Class A Class B Common Stock Preferred Stock Treasury Stock

Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount

Balance at December 31, 2025 53,384 $ 5 5,759 $ 1 — $ — — $ — $ 797,438 $ ( 95 ) $ ( 385,927 ) 1,163 ( 27,702 ) 383,720 $ 45,813 $ 429,533 $ —

Net loss — — — — — — — — — — ( 43,983 ) — — ( 43,983 ) ( 1,961 ) ( 45,944 ) —

Balance at March 31, 2026 53,350 $ 5 5,759 $ 1 — $ — — $ — $ 823,076 $ ( 64 ) $ ( 429,910 ) 1,506 $ ( 35,880 ) $ 357,228 $ 47,244 $ 404,472 $ —

Net income (loss) — — — — — — — — — — ( 46,490 ) — — ( 46,490 ) ( 2,256 ) ( 48,746 ) —

Foreign currency translation adjustments — — — — — — — — — 2 — — — 2 — 2 —

6 unchanged sentences

Equity exchanged for services 73 — — — — — — — — — — — — — — — —

Reclass of Warrants — — — — — — — — 4,028 — — — — 4,028 — 4,028 —

Sale of noncontrolling interest — — — — — — — — 6,387 — — — — 6,387 5,880 12,267 —

Balance at June 30, 2026 53,598 $ 5 5,759 $ 1 — $ — — $ — $ 840,707 $ ( 62 ) $ ( 476,400 ) 1,618 $ ( 38,537 ) $ 325,714 $ 50,868 $ 376,582 $ —

Voyager Technologies, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT) and MEZZANINE EQUITY

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

(Unaudited, in thousands)

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 June 30, 2025 Class A Class B Common Stock Preferred Stock Treasury Stock

Shares Amount 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

Net income (loss) — — — — — — — — — — ( 31,382 ) — — ( 31,382 ) ( 1,553 ) ( 32,935 ) ( 130 )

Foreign currency translation adjustments — — — — — — — — — ( 89 ) — — — ( 89 ) — ( 89 ) —

Stock-based compensation — — — — — — — — 11,547 — — — — 11,547 — 11,547 —

Options Exercised 4 — — — — — — — 41 — — — — 41 — 41 —

Unvested RSAs granted 763 — 45 — — — — — — — — — — — — — —

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

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

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 — — — — — — — —

Purchase of noncontrolling interest — — — — — — — — 630 — — — — 630 — 630 ( 7,629 )

Sale of noncontrolling interest — — — — — — — — 3,767 — — — — 3,767 2,262 6,029 —

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

Voyager Technologies, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT) and MEZZANINE EQUITY

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

(Unaudited, in thousands)

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

Class A Class B Common Stock Preferred Stock Treasury Stock

Six Months Ended June 30, 2026 Class A Class B Common Stock Preferred Stock Treasury Stock

Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount

Balance at December 31, 2025 53,384 $ 5 5,759 $ 1 — $ — — $ — $ 797,438 $ ( 95 ) $ ( 385,927 ) 1,163 $ ( 27,702 ) $ 383,720 $ 45,813 $ 429,533 $ —

Net loss — — — — — — — — — — ( 26,938 ) — — ( 26,938 ) ( 942 ) ( 27,880 ) ( 49 )

Net income (loss) — — — — — — — — — — ( 90,473 ) — — ( 90,473 ) ( 4,217 ) ( 94,690 ) —

Foreign currency translation adjustments — — — — — — — — — 33 — — — 33 — 33 —

1 unchanged sentence

Options & Warrants Exercised 703 — — — — — — — 8,533 — — — — 8,533 — 8,533 —

Unvested RSAs granted 31 — — — — — — — — — — — — — — — —

Unvested RSAs forfeited ( 143 ) — — — — — — — — — — — — — — — —

Vested RSUs 4 — — — — — — — — — — — — — — — —

Physical settlement of prepaid forward ( 454 ) — — — — — — — 10,835 — — 455 ( 10,835 ) — — — —

Equity exchanged for services 73 — — — — — — — 2,000 — — — — 2,000 — 2,000 —

Reclassification of Warrants — — — — — — — — 4,028 — — — — 4,028 — 4,028 —

Sale of noncontrolling interest — — — — — — — — 10,127 — — — — 10,127 9,272 19,399 —

Balance at June 30, 2026 53,598 $ 5 5,759 $ 1 — $ — — $ — $ 840,707 $ ( 62 ) $ ( 476,400 ) 1,618 $ ( 38,537 ) $ 325,714 $ 50,868 $ 376,582 $ —

Voyager Technologies, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT) and MEZZANINE EQUITY

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

(Unaudited, in thousands)

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

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

Shares Amount 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) — — — — — — — — — — ( 58,320 ) — — ( 58,320 ) ( 2,495 ) ( 60,815 ) ( 179 )

Foreign currency translation adjustments — — — — — — — — — ( 111 ) — — — ( 111 ) — ( 111 ) —

Stock-based compensation — — — — — — — — 13,270 — — — — 13,270 — 13,270 —

Options Exercised 4 — — — 1 — — — 155 — — — — 155 — 155 —

Unvested RSAs granted 763 — 45 — — — — — — — — — — — — — —

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 upon initial public offering, net of underwriting costs and offering expenses 14,201 1 — — — — — — 401,474 — — — — 401,475 — 401,475 —

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 —

1 unchanged sentence

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 — — — 5,417 — — — — 5,417 — 5,417 ( 12,416 )

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

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

Sale of noncontrolling interest — — — — — — — — 3,767 — — — — 3,767 2,262 6,029 —

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

Voyager Technologies, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

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

Six Months Ended

(Unaudited, in thousands)

Three Months Ended

March 31, 2026 March 31, 2025

June 30, 2026 June 30, 2025

Cash Flows from Operating Activities:

4 unchanged sentences

Amortization of operating lease right-of-use assets

Loss on debt extinguishment

Amortization of debt issuance costs and other non-cash interest expense

1 unchanged sentence

Non-cash services acquired

( 77 ) ( 73 )

Change in operating assets and liabilities, net of acquisitions:

Accounts receivable

( 13,004 ) 2,714

Prepaid expenses and other current assets

3 unchanged sentences

( 5,791 ) 102

Accounts payable

6,128 ( 936 )

Accounts payable

Contract liabilities

5 unchanged sentences

Other liabilities

( 103 ) ( 213 )

Net cash used in operating activities

5 unchanged sentences

31,056 38,250

Acquisition working capital settlement ( 5,837 ) —

Acquisitions, net of cash acquired ( 5,837 ) ( 6,572 )

Net cash used in investing activities

1 unchanged sentence

Cash Flows from Financing Activities:

Repayment of term loan — ( 64,420 )

Borrowings from the credit facility — 64,500

Repayments on the credit facility — ( 64,500 )

Proceeds from the exercise of stock options 8,533 155

1 unchanged sentence

Proceeds from the issuance of Class C preferred stock, net

Proceeds from the issuance of Class A common stock upon initial public offering, net of underwriting costs

Costs associated with initial public offering

Sale of noncontrolling interest 19,067 6,029

2024 convertible note

Purchase of noncontrolling interest — ( 7,001 )

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

Cash repayment of Preferred B dividends — ( 27,584 )

Costs associated with the credit facility — ( 2,146 )

Proceeds from the 2024 convertible note

Net cash provided by financing activities

5 unchanged sentences

Cash and cash equivalents at the end of the period $ 373,436 $ 468,925

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

Notes to Condensed Consolidated Financial Statements

2 unchanged sentences

Voyager Technologies, Inc.

(“Voyager” or the “Company”), incorporated in the state of Delaware on August 15, 2019, is a purpose-built, innovation-driven defense and space technology company focused on delivering mission-critical solutions across national security, space exploration and infrastructure and commercial space markets.

(“Voyager” or the “Company”) is a purpose-built, innovation-driven defense and space technology company focused on delivering mission-critical solutions across national security, space exploration and infrastructure and commercial space markets.

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.

3 unchanged sentences

and its controllable solid-state propulsion technology.

Redomestication

Voyager was initially incorporated in the state of Delaware on August 15, 2019.

Effective on June 18, 2026, the Company converted from a Delaware corporation into a Texas corporation, following stockholder approval at the Company's 2026 annual meeting of stockholders.

The Company consists of diversified solutions across two business segments:

10 unchanged sentences

Liquidity Risks and Uncertainties

Since inception, the Company has incurred cumulative losses from operations and had an accumulated deficit of $ 429.9 million and $ 308.1 million on March 31, 2026 and 2025, respectively.

Since inception, the Company has incurred cumulative losses from operations and had an accumulated deficit of $ 476.4 million and $ 385.9 million on June 30, 2026 and December 31, 2025, respectively.

The Company’s principal sources of funding include its current cash balances, primarily consisting of net proceeds from its 2025 IPO, demand deposits, and money market mutual funds substantially all held within U.S.

bank accounts, proceeds from the 2030 Convertible Notes, and ability to draw on its Credit Facility (Note 9, “Debt”).

bank accounts, proceeds from the 2030 Convertible Notes, and ability to draw on its Credit Facility (Note 9, "Debt" and Note 20, "Subsequent Events").

The Company will need to raise additional funds to meet its long-term strategic plans and management believes it will be able to obtain additional financing to fund its operations.

Management’s plans include, but are not limited to, generating revenue from engineering services and product sales to customers and seeking external sources of liquidity via a mix of equity and debt.

The Company believes its existing cash balances and cash from operations will be sufficient to fund ongoing operations through at least one year from the issuance date of its condensed consolidated financial statements.

However, there can be no assurance that the Company will be successful in achieving its strategic plans, that the Company’s cash balance and future capital raises will be sufficient to support its ongoing operations, or that any additional financing will be available in a timely manner or on acceptable terms, if at all.

If the Company is unable

Notes to Condensed Consolidated Financial Statements

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

to raise sufficient financing when needed or events or circumstances occur such that the Company does not meet its strategic plans, the Company may be required to reduce certain discretionary spending and may be unable to develop or enhance new and existing products, which could adversely affect its ability to achieve its intended business objectives.

The Company believes its existing cash balances and cash from operations will be sufficient to fund ongoing operations through at least one year from the issuance date of these condensed consolidated financial statements.

If the Company is unable to raise sufficient financing when needed or events or circumstances occur such that the Company does not meet its strategic plans, the Company may be required to reduce certain discretionary spending and may be unable to develop or enhance new and existing products, which could adversely affect its ability to achieve its intended business objectives.

The Company, while made up of businesses that have historical track records of operations, is still in a growth phase and is continuing to make ongoing investments in growth opportunities.

56 unchanged sentences

These costs were not included in the total purchase consideration paid by the Company and are included in selling, general, and administrative within its consolidated statements of operations.

During the three months ended March 31, 2026, the Company expensed as incurred immaterial acquisition-related costs.

During the three and six months ended June 30, 2026, the Company expensed as incurred immaterial acquisition-related costs.

Notes to Condensed Consolidated Financial Statements

59 unchanged sentences

This acquisition was not considered material, individually or in the aggregate to the Company’s 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.

ACCOUNTS RECEIVABLE, NET

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Accounts receivable, billed $ 40,465 $ 29,917

4 unchanged sentences

PROPERTY AND EQUIPMENT, NET

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Equipment in orbit $ 19,533 $ 19,533

7 unchanged sentences

Property and equipment, net $ 213,609 $ 164,286

Depreciation expense for property and equipment was $ 1.8 million and $ 1.1 million for the three months ended March 31, 2026 and 2025, respectively.

The Company has operating leases which primarily consist of building and property lease rentals with remaining terms of 1 year to 38 years.

The Company had immaterial finance leases as of March 31, 2026.

During the three months ended March 31, 2026, the Company commenced a new facility lease in Long Beach, California, which expands the Company's ability to capture the significant demand across defense, national security, civil and space missions.

Depreciation expense for property and equipment was $ 2.3 million and $ 4.1 million for the three and six months ended June 30, 2026, respectively.

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

The Company has operating leases which primarily consist of building and property lease rentals with remaining terms of less than 1 year to 38 years.

The Company had immaterial finance leases as of June 30, 2026.

During the six months ended June 30, 2026, the Company commenced a new facility lease in Long Beach, California, which expands the Company's ability to capture the significant demand across defense, national security, civil and space missions.

As a result of this new facility lease, the Company recognized an initial right-of-use operating lease asset and liability of $ 24.1 million and the duration of the lease is through October 2034.

There have been no other material changes in the Company's lease portfolio since December 31, 2025.

There have been no other material changes in the Company's lease portfolio since December 31, 2025 and there were no material new leases during the three months ended June 30, 2026.

ACCRUED EXPENSES

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Accrued compensation $ 14,299 $ 18,708

3 unchanged sentences

Other current liabilities 20,213 32,844

23,500 32,844

Total accrued expenses $ 60,101 $ 75,472

__________________

(1) Other current liabilities represent other provisional amounts the business has estimated it will be responsible for settling in the future primarily related to provisional amounts associated with business acquisition structures.

2030 Convertible Notes

4 unchanged sentences

The 2030 Convertible Notes will accrue interest at a rate of 0.75 % per annum, payable semi-annually in arrears on May 15 and November 15 of each year, beginning on May 15, 2026.

The total net proceeds from the offering, after deducting debt issuance costs, was $ 447.3 million.

Notes to Condensed Consolidated Financial Statements

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

The total net proceeds from the offering, after deducting debt issuance costs, was $ 447.3 million.

The 2030 Convertible Notes were issued pursuant to, and are governed by, an indenture (the “Indenture”), dated as of November 12, 2025, between the Company and U.S.

Convertible Notes were issued pursuant to, and are governed by, an indenture (the “Indenture”), dated as of November 12, 2025, between the Company and U.S.

Bank Trust Company, National Association, as trustee.

13 unchanged sentences

If a fundamental chang e as defined in the Indenture, occurs prior to the maturity date, holders of the 2030 Convertible Notes may require the Company to repurchase all or a portion of their notes for cash at a repurchase price equal to the principal plus accrued and unpaid interest.

As of March 31, 2026, the principal outstanding is $ 460.0 million.

As of March 31, 2026, the conditions allowing holders of the 2030 Convertible Notes to convert have not been met.

As of June 30, 2026, the principal outstanding is $ 460.0 million.

As of June 30, 2026, the conditions allowing holders of the 2030 Convertible Notes to convert have not been met.

The Company accounted for the issuance of the 2030 Convertible Notes as a single long-term liability measured at its amortized cost, as no other embedded features require bifurcation and recognition as derivatives.

2 unchanged sentences

The 2030 Convertible Notes mature on November 15, 2030.

For the three months ended March 31, 2026, there was $ 0.6 million in amortization of debt discount and issuance costs and interest wa s $ 0.9 million.

For the three months ended June 30, 2026, there was $ 1.3 million in amortization of debt discount and issuance costs and interest wa s $ 1.7 million.

The effective interest rate for the 2030 Convertible Notes is 1.33 %.

The net carrying amount of the 2030 Convertible Notes was as follows:

Notes to Condensed Consolidated Financial Statements

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

The net carrying amount of the 2030 Convertible Notes was as follows:

March 31, December 31,

June 30, 2026 December 31, 2025

Principal $ 460,000 $ 460,000

1 unchanged sentence

Net carrying amount $ 448,903 $ 447,634

As of March 31, 2026, the total estimated fair value of the 2030 Convertible Notes was $ 566.9 million.

The estimated fair value of the 2030 Convertible Notes was based on a lattice pricing model and is considered to be a Level 3 measurement of the fair value hierarchy.

As of June 30, 2026, the total estimated fair value of the 2030 Convertible Notes was $ 601.4 million.

The estimated fair value of the 2030 Convertible Notes was based on the trading price of the 2030 Convertible Notes as of the last trading day of our second quarter of fiscal 2026.

We consider the fair value of the 2030 Convertible Notes to be a Level 2 measurement as they are not actively traded in markets.

Capped Call Transactions

17 unchanged sentences

The Company mitigates this risk by limiting its counterparty to a major financial institution.

During the three and six months ended June 30, 2026, 111,500 and 454,700 shares, respectively, were physically delivered to the Company and considered treasury stock, reducing total outstanding shares of Class A

Notes to Condensed Consolidated Financial Statements

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

During the three months ended March 31, 2026, 343,200 shares were physically delivered to the Company and considered treasury stock, reducing total outstanding shares of Class A common stock.

As of March 31, 2026, 343,200 shares have been physically delivered to the Company in connection with the Prepaid Forward.

common stock.

As of June 30, 2026, 454,700 shares have been physically delivered to the Company in connection with the Prepaid Forward.

Starlab Credit Facility

4 unchanged sentences

Borrowings under the Starlab Credit Facility bear interest based on SOFR rate plus basis points depending on total liquidity.

In addition, the Company is required to pay an undrawn commitment fee ranging from 0.25 % to 0.50 % on the unused portion of the Starlab Credit Facility , also based on liquidity levels.

In addition, there is an undrawn commitment fee ranging from 0.25 % to 0.50 % on the unused portion of the Starlab Credit Facility , also based on liquidity levels.

The Starlab 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 March 31, 2026, the Company had no drawn amounts on the Starlab Credit Facility .

As of June 30, 2026, there were no drawn amounts on the Starlab Credit Facility.

Credit Facility

8 unchanged sentences

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 March 31, 2026, the Company h ad no drawn amounts on the Credit Facility.

As of June 30, 2026, the Company h ad no drawn amounts on the Credit Facility.

See "Note 20.

Subsequent Events," for additional information.

Debt Extinguishment

On June 30, 2025, the Company used its Credit Facility to extinguish the 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 March 31, 2026.

The draw from the Credit Facility was subsequently repaid the same day, leaving no outstanding amounts drawn under the Credit Facility at June 30, 2026.

On June 28, 2024, Voyager and its 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”).

1 unchanged sentence

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

The Term Loan bore additional interest, which is equal to 2.50 % of the total outstanding principal, computed daily based on the

Notes to Condensed Consolidated Financial Statements

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

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.

actual number of days elapsed and added to the outstanding principal balance.

The Company had no outstanding balance as of June 30, 2026.

2024 Convertible Notes

19 unchanged sentences

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

SMI Promissory Note

In May and June 2023, Voyager 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 the Company’s equity securities at the earlier of October 2, 2025 or the completion of its initial public offering, and for other shareholders at the earlier of October 2, 2026 or the completion of its initial public offering.

In alignment with the terms of the SMI Promissory Note, 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 Note have been retired in full.

The Company had no outstanding balance as of March 31, 2026 and December 31, 2025, respectively.

Notes to Condensed Consolidated Financial Statements

9 unchanged sentences

("VTS") for $ 7.0 million in cash and $ 3.3 million in Voyager equity in a swap of VTS common shares for Voyager Common stock, to increase the ownership to 100.0 %.

The following table presents the changes in redeemable noncontrolling interest between December 31, 2024 to March 31, 2025:

The following table presents the changes in redeemable noncontrolling interest between March 31, 2025 and June 30, 2025.

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

Net loss attributable to redeemable noncontrolling interests ( 130 ) — ( 130 )

Redemptions of redeemable noncontrolling interests — ( 7,629 ) ( 7,629 )

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

The following table presents the changes in redeemable noncontrolling interest between December 31, 2024 and June 30, 2025.

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

1 unchanged sentence

Redemptions of redeemable noncontrolling interests ( 1,440 ) ( 10,976 ) ( 12,416 )

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

As all of the noncontrolling interest was eliminated during the year ended December 31, 2025, there was no activity for the three months ended March 31, 2026.

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

As all of the redeemable noncontrolling interest was eliminated during the year ended December 31, 2025, there was no activity for the three and six months ended June 30, 2026.

Notes to Condensed Consolidated Financial Statements

5 unchanged sentences

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 March 31, 2026, approximately 6.6 million shares were available for future grants under the 2025 Plan.

As of June 30, 2026, approximately 6.7 million shares were available for future grants under the 2025 Plan.

RSAs and RSUs

6 unchanged sentences

Nonvested RSAs outstanding as of March 31, 2026 836,456 $ 30.89

The RSAs granted during the three months ended March 31, 2026 have service-only vesting conditions and vest over a three-year service period beginning after the first year of service.

Issued 28,250 26.76

Vested ( 22,354 ) 30.59

Forfeited ( 124,674 ) 30.91

Nonvested RSAs outstanding as of June 30, 2026 717,678 $ 30.80

The RSAs granted during the six months ended June 30, 2026 have service-only vesting conditions and vest over a three-year service period beginning after the first year of service.

All 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 months ended March 31, 2026 was $ 1.7 million .

Stock-based compensation expense related to RSAs for the three and six months ended June 30, 2026 was $ 1.0 million and $ 2.6 million, respectively .

Stock-based compensation expense related to RSAs for each of the three and six months ended June 30, 2025 was $ 0.3 million .

Notes to Condensed Consolidated Financial Statements

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

The following table presents the Company’s employee RSU activity:

5 unchanged sentences

Nonvested RSUs outstanding as of March 31, 2026 323,470 $ 26.34

Issued 138,468 32.06

Vested ( 1,913 ) 31.33

Forfeited ( 3,411 ) 27.18

Nonvested RSUs outstanding as of June 30, 2026 456,614 $ 29.06

The RSUs have service-only vesting conditions and primarily vest annually over a three year service period beginning after the first year of service.

Stock-based compensation expense related to RSUs for the three months ended March 31, 2026 was $ 0.6 million .

Notes to Condensed Consolidated Financial Statements

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

Stock-based compensation expense related to RSUs for the three and six months ended June 30, 2026 was $ 0.9 million and $ 1.6 million , respectively.

There was no stock-based compensation expense related to RSUs for the three and six months ended June 30, 2025.

2020 and 2025 Incentive Award Plan - Options

1 unchanged sentence

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

During the three months ended March 31, 2026, the Company issued additional stock options under the 2025 Plan with terms materially consistent with those previously issued under the 2020 Plan.

During the six months ended June 30, 2026, the Company issued additional stock options under the 2025 Plan with terms materially consistent with those previously issued under the 2020 Plan.

Number of Shares Weighted-Average Exercise Price Weighted-Average Grant Date Fair value Weighted-Average Remaining Contractual Term (Years)

4 unchanged sentences

Outstanding as of March 31, 2026 4,579,367 $ 15.36 $ 10.85 7.2

Options vested and exercisable as of March 31, 2026 3,199,094 10.69 7.44 6.4

Nonvested as of March 31, 2026 1,380,273 26.20 18.79 9.2

Stock-based compensation expense for options outstanding was $ 1.8 million and $ 1.7 million for the three months ended March 31, 2026 and March 31, 2025 , respectively.

27,729 35.08 23.94 10.0

( 156,342 ) 23.97 16.93

( 368,538 ) 13.26 7.34

Outstanding as of June 30, 2026 4,082,216 $ 16.85 $ 9.83 7.3

Vested and exercisable as of June 30, 2026 2,907,323 $ 12.74 $ 5.97 6.6

Nonvested as of June 30, 2026 1,174,893 $ 26.99 $ 19.33 9.0

Stock-based compensation expense for options outstanding was $ 1.8 million and $ 3.7 million for the three and six months ended June 30, 2026, respectively.

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

Notes to Condensed Consolidated Financial Statements

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

Disaggregation of Net Sales

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

Three Months Ended March 31, 2026 Defense and Space Technologies Starlab Space Stations Eliminations Total

The following tables present the disaggregation of net sales from contracts with the Company's customers for the three and six months ended June 30, 2026 and 2025:

Three Months Ended June 30, 2026 Defense and Space Technologies Starlab Space Stations Eliminations Total

Government $ 49,148 $ — $ — $ 49,148

2 unchanged sentences

Total net sales $ 53,211 $ — $ ( 465 ) $ 52,746

Three Months Ended March 31, 2025 Defense and Space Technologies Starlab Space Stations Eliminations Total

Three Months Ended June 30, 2025 Defense and Space Technologies Starlab Space Stations Eliminations Total

Government $ 42,070 $ — $ — $ 42,070

2 unchanged sentences

Total net sales $ 46,064 $ — $ ( 390 ) $ 45,674

Six Months Ended June 30, 2026 Defense and Space Technologies Starlab Space Stations Eliminations Total

Government $ 78,863 $ — $ — $ 78,863

International Government 53 — — 53

Commercial 10,421 — ( 1,345 ) 9,076

Total net sales $ 89,337 $ — $ ( 1,345 ) $ 87,992

Six Months Ended June 30, 2025 Defense and Space Technologies Starlab Space Stations Eliminations Total

Government $ 70,956 $ — $ — $ 70,956

International Government 136 — — 136

Commercial 10,445 — ( 1,356 ) 9,089

Total net sales $ 81,537 $ — $ ( 1,356 ) $ 80,181

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

Three Months Ended

March 31, 2026 March 31, 2025

Three Months Ended Six Months Ended

June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025

$ 51,530 $ 42,909 $ 83,565 $ 73,189

Europe 1,764 3,946

Other 1,503 281

International 1,216 2,765 4,427 6,992

Total net sales $ 52,746 $ 45,674 $ 87,992 $ 80,181

Notes to Condensed Consolidated Financial Statements

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

Contract Balances

2 unchanged sentences

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

March 31, 2026 December 31, 2025

Notes to Condensed Consolidated Financial Statements

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

June 30, 2026 December 31, 2025

Contract assets (current and non-current) $ 41,948 $ 40,208

2 unchanged sentences

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

The amount of revenue recognized for the three months ended March 31, 2026 that was included in the contract liability balance as of December 31, 2025 was $ 10.0 million.

As of June 30, 2026, the Company had approximately $ 6.9 million of government grants earned, but not yet billed within the contract assets balance within the table above.

The amount of revenue recognized for the six months ended June 30, 2026 that was included in the contract liability balance as of December 31, 2025 was $ 11.8 million.

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

Three Months Ended

(dollars in thousands, except per share data) March 31, 2026 March 31, 2025

Three Months Ended Six Months Ended

(dollars in thousands, except per share data) June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025

Net EAC adjustments $ ( 4,220 ) $ ( 3,005 ) $ ( 11,651 ) $ ( 5,301 )

3 unchanged sentences

Performance Obligations

As of March 31, 2026, the Company had approximately $ 153.2 million of remaining performance obligations associated with contracts.

As of June 30, 2026, the Company had approximately $ 189.0 million of remaining performance obligations associated with contracts.

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 $ 117.4 million, $ 59.8 million and $ 11.9 million for the remaining fiscal year 2026, fiscal year 2027, and thereafter, respectively.

Notes to Condensed Consolidated Financial Statements

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

SEGMENT REPORTING

4 unchanged sentences

This will enable the Company to generate internal synergies within the Defense and Space Technologies segment and to more effectively manage its resources and facilities in order to support operations across the product and service offerings.

Our CODM allocates resources and assesses segment performance using regularly provided segment net sales and segment Adjusted EBITDA under this updated segment structure.

The Company's CODM allocates resources and assesses segment performance using regularly provided segment net sales and segment Adjusted Earnings before interest, taxes, depreciation and amortization ("EBITDA") under this updated segment structure.

Within the segment change, there has been no change to the Company's reporting units.

2 unchanged sentences

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

Notes to Condensed Consolidated Financial Statements

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

corporate costs not considered allocable to the segments, such as legal, management and administration, and other corporate unallocable costs.

The Company’s CODM is the Chief Executive Officer ("CEO and Chairman.

The CODM uses net sales and Adjusted Earnings before interest, taxes, depreciation and amortization ("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.

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 the Chief Executive Officer.

The CODM uses net sales and Adjusted EBITDA to assess segment performance and make decisions regarding the allocation of capital and other investments.

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.

12 unchanged sentences

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

Three Months Ended

March 31, 2026 March 31, 2025

Three Months Ended Six Months Ended

June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025

Defense and Space Technologies $ 53,211 $ 46,064 $ 89,337 $ 81,537

2 unchanged sentences

Intersegment eliminations (1)

( 465 ) ( 390 ) ( 1,345 ) ( 1,356 )

Total net sales $ 52,746 $ 45,674 $ 87,992 $ 80,181

4 unchanged sentences

Intersegment eliminations (1)

Corporate and other expenses (3)

( 465 ) ( 390 ) ( 1,345 ) ( 1,356 )

Corporate and other expenses 21,017 7,595 37,944 25,071

Total other segment expenses

3 unchanged sentences

Starlab Space Stations ( 6,624 ) ( 1,969 ) ( 12,044 ) ( 4,783 )

( 5,418 ) ( 2,814 )

Total Adjusted EBITDA, reportable segments ( 16,609 ) ( 1,471 ) ( 33,014 ) ( 5,351 )

1 unchanged sentence

Corporate and other expenses ( 21,017 ) ( 7,595 ) ( 37,944 ) ( 25,071 )

( 16,408 ) ( 17,474 )

Depreciation and amortization ( 7,170 ) ( 2,708 ) ( 13,203 ) ( 5,310 )

3 unchanged sentences

Interest income 3,279 2,429 7,098 3,513

( 1,627 ) ( 7,886 ) ( 596 ) ( 7,450 )

Loss before taxes $ ( 50,941 ) $ ( 32,984 ) $ ( 93,659 ) $ ( 60,865 )

__________________

(1) As a result of the Segment change during the first quarter of fiscal 2026, intersegment eliminations for comparative periods have been recast.

(2) 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 unchanged sentences

During the third quarter of 2025, it was broken out due to materiality and prior periods have been recast to break out 'Interest income'.

(3) During the second quarter of 2025, the Adjusted EBITDA metric was modified to remove non-cash services as an add back, and prior periods have been recast to present Adjusted EBITDA to align with the new composition of the metric.

These costs were historically only prevalent within the Starlab Space Stations segment and at the Corporate level.

Notes to Condensed Consolidated Financial Statements

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

The Company’s total capital expenditures were as follows:

Three Months Ended March 31, 2026 Defense and Space Technologies Starlab Space Stations Corporate Total

Three Months Ended June 30, 2026 Defense and Space Technologies Starlab Space Stations Corporate Total

Capital expenditures:

1 unchanged sentence

Total capital expenditures $ 16,443 $ 18,760 $ 333 $ 35,536

Notes to Condensed Consolidated Financial Statements

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

Three Months Ended March 31, 2025 Defense and Space Technologies Starlab Space Stations Corporate Total

Three Months Ended June 30, 2025 Defense and Space Technologies Starlab Space Stations Corporate Total

Capital expenditures:

1 unchanged sentence

Total capital expenditures $ 662 $ 30,214 $ 18 $ 30,894

Substantially all of the Company’s long-lived tangible assets were in the United States as of March 31, 2026 and December 31, 2025 .

The effective tax rate was ( 7.6 )% and ( 0.2 )% for the three months ended March 31, 2026 and 2025, respectively.

Six Months Ended June 30, 2026 Defense and Space Technologies Starlab Space Stations Corporate Total

Capital expenditures:

Property and equipment $ 29,242 $ 56,588 $ 822 $ 86,652

Total capital expenditures $ 29,242 $ 56,588 $ 822 $ 86,652

Six Months Ended June 30, 2025 Defense and Space Technologies Starlab Space Stations Corporate Total

Capital expenditures:

Property and equipment $ 1,704 $ 56,108 $ 53 $ 57,865

Total capital expenditures $ 1,704 $ 56,108 $ 53 $ 57,865

Substantially all of the Company’s long-lived tangible assets were in the United States as of June 30, 2026 and December 31, 2025 .

The effective tax rate was 4.3 % and ( 0.2 )% for the three months ended June 30, 2026 and 2025, respectively.

The effective tax rate was ( 1.1 )% and ( 0.2 )% for the six months ended June 30, 2026 and 2025, respectively.

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

7 unchanged sentences

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.

Notes to Condensed Consolidated Financial Statements

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

NET LOSS PER COMMON SHARE

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

Three Months Ended

(dollars in thousands, except share data) March 31, 2026 March 31, 2025

Three Months Ended Six Months Ended

(dollars in thousands, except share data) June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025

Net loss attributable to Voyager Technologies, Inc.

7 unchanged sentences

Diluted $ ( 0.79 ) $ ( 1.23 ) $ ( 1.55 ) $ ( 3.16 )

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’s potentially dilutive securities, which include 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:

Notes to Condensed Consolidated Financial Statements

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

(in shares of common stock) March 31, 2026 March 31, 2025

(in shares of common stock) June 30, 2026 June 30, 2025

Equity Compensation Awards 5,256,508 4,458,501

Warrants 1,066,621 1,104,489

SMI Promissory Note — 922,830

Preferred stock (as converted to common shares) — 28,124,257

Total common stock equivalents 6,323,129 5,562,990

2 unchanged sentences

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 of March 31, 2026, the Company's ownership stake is 61.8 %.

As of June 30, 2026, the Company's ownership stake is 61.2 %.

Consolidated Variable Interest Entity

The Company evaluated its interests in Starlab JV and determined that it has a variable interest as of March 31, 2026.

The Company evaluated its interests in Starlab JV and determined that it has a variable interest as of June 30, 2026.

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.

3 unchanged sentences

The following table presents the assets and liabilities of the Starlab JV included in the Company’s unaudited condensed consolidated balance sheets, 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.

These assets can only be used to

Notes to Condensed Consolidated Financial Statements

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

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.

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Cash and cash equivalents $ 48,440 $ 54,610

8 unchanged sentences

Accrued expenses and other current liabilities 7,968 15,898

Operating lease liabilities, non-current — —

Contract liabilities to related parties, non-current 9,003 9,003

TOTAL LIABILITIES $ 39,693 $ 43,072

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 services for the Starlab program.

As of March 31, 2026 and December 31, 2025, the Company has a commitment for future service for $ 90.0 million.

As of June 30, 2026 and December 31, 2025, the Company has a commitment for future services 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.

1 unchanged sentence

The Company has commitments for various services to assist in payload and launch analyses for the Starlab program and throughout the business units for various contracts, as well as to assist in space exploration technologies.

As of March 31, 2026, for these service related contracts the Company has commitments through 2028, totaling $ 6.5 million.

As of June 30, 2026, for these service related contracts the Company has commitments through 2028, totaling $ 6.5 million.

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

1 unchanged sentence

RELATED PARTIES

The Company had immaterial accounts receivable and accounts payable balances outstanding from transactions with related parties for the three months ended March 31, 2026.

The Company recorded an immaterial amount of net sales and expenses with related parties, which are included in the Company's condensed consolidated statement of operations for the three months ended March 31, 2026.

The Company had no accounts receivable and accounts payable balances outstanding from transactions with related parties as of June 30, 2026.

The Company had no net sales balance and had an immaterial amount of expenses with related parties, which are included in the Company's condensed consolidated statement of operations for the three and six months ended June 30, 2026 and 2025.

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:

Three Months Ended

March 31, 2026 March 31, 2025

Six Months Ended

June 30, 2026 June 30, 2025

Supplemental cash flow information:

2 unchanged sentences

Supplemental non-cash investing and financing activities:

Warrants issued for common stock $ — $ 3,807

Operating lease liabilities arising in exchange for obtaining right-of-use assets $ 23,765 $ 1,446

Non-cash services contracted in exchange for equity $ 2,000 $ 3,000

Non-cash services and prepaid expenses contracted in exchange for common stock $ 2,000 $ 3,000

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

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

Non-cash additions of property and equipment $ 747 $ 530

Construction in Progress grants earned, but not received as of year end offsetting capital expenditures $ 6,929 $ —

SUBSEQUENT EVENTS

The Company has evaluated subsequent events through May 5, 2026, the date the condensed consolidated financial statements were issued.

There were no other material subsequent events which required recognition or additional disclosure.

Acquisition of Astrobotic Technology, Inc.

On June 1, 2026, the Co mpany entered into a definitive agreement to acquire Astrobotic Technology, Inc.

("Astrobotic").

Astrobotic specializes in both lunar and terrestrial systems for space exploration.

Their technical expertise ranges from designing and manufacturing lunar landers and rovers to creating power infrastructure networks to terrestrial rockets and rocket test beds.

Per the definitive agreement, the Company could acquire 100 % of the equity securities of Astrobotic for $ 300.0 million in consideration, which was comprised of $ 162.2 million base consideration , $ 9.0 million in assumed debt and $ 128.8 million in contingent consideration, on an undiscounted basis.

On July 10, 2026, the Company closed the acquisition, the base consideration and assumed debt were settled for $ 96.1 million in cash and 2,024,880 shares of Class A common stock.

As of the date of this Quarterly Report, $ 69.5 million of the contingent consideration was deemed earned, and will be payable in a mix of cash and equity consideration.

The remaining contingent consideration is still outstanding until March 31, 2028 and will be settled in the same equity to cash mix.

The close date of the acquisition occurred subsequent to the Company's fiscal quarter end on June 30, 2026, therefore the initial accounting, as well as the allocation of the purchase price to the underlying assets acquired and liabilities assumed, which is subject to a formal valuation process, has not yet been completed.

The Company will reflect all required disclosures associated with the initial accounting of the acquisition, including the initial purchase price allocation, within its Form 10-Q for the third fiscal quarter of 2026.

The purchase price allocation will be finalized as soon as practicable within the measurement period, but not later than one year following the acquisition close date.

The purchase price allocation for this acquisition is not yet available, however, the Company expects a substantial majority of the purchase price will be allocated to goodwill and intangible assets.

Credit Facility Amendment

On July 6, 2026, the Company and its subsidiaries entered into a Fourth Amendment to the Credit Agreement related to the Company's Credit Facility, dated May 30, 2025 (the "Fourth Amendment").

The Fourth Amendment amended the Credit Facility to, among other things, (i) increase the aggregate amount of the commitments by $ 50.0 million to $ 250.0 million and (ii) provide for certain changes to the covenants and other provisions contained therein.

The Credit Agreement, as amended by the Fourth Amendment, continues to provide the Company with an uncommitted accordion feature that permits the Company, subject to certain conditions, to request an increase in the

Notes to Condensed Consolidated Financial Statements

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

aggregate commitments by up to an additional $ 150.0 million, for a total potential facility size of $ 400.0 million.

The Fourth Amendment is not expected to have a material impact on the Company's financial position.

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