Voyager Technologies, Inc./DE 8-K

What Happened

• Voyager Technologies, Inc. (VOYG) filed an 8-K on June 4, 2026 disclosing it entered into an Agreement and Plan of Merger to acquire 100% of Astrobotic Technology, Inc. The acquisition will be paid in Voyager Class A common stock as closing consideration and contingent earnout shares. The closing is expected in the second half of 2026 and is subject to customary closing conditions, including required regulatory approvals.

Key Details

• Voyager may issue up to 2,031,694 Closing Shares at closing (final number subject to purchase price adjustments for cash, debt, option exercises and transaction expenses).
• Additional Contingent Shares may be issued if earnout milestones are met; those shares will be calculated using the 20-trading-day volume-weighted average price (VWAP) before each earnout valuation date.
• The shares will be issued as unregistered, restricted securities relying on Section 4(a)(2) of the Securities Act and Rule 144 restrictions will apply; Voyager did not use general solicitation.

Why It Matters

• This stock‑based acquisition expands Voyager’s business through the full purchase of Astrobotic, with a portion of consideration deferred and tied to post‑closing performance (earnouts).
• The potential dilution from up to ~2.03 million new Class A shares and any contingent issuances could affect existing shareholders; the exact impact depends on final share counts and future VWAPs used to calculate earnouts.
• The transaction’s completion depends on regulatory approvals and customary closing conditions, so it is not guaranteed until the closing occurs in H2 2026.