UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~June~~August 124, 2025

Voyager Technologies, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-42694

84-2754888

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)

1225 17th Street, Suite 1100

Denver, Colorado 80202

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (303) 500-6985

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol

Name of each exchange

on which registered

Class A Common Stock, par value $0.0001 per share

VOYG

The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, par value $0.001 per share

VOYG

The New York Stock Exchange

OnIndicate ~~June~~by ~~12,~~check ~~2025,~~mark ~~Voyager~~whether ~~Technologies, Inc. (~~the ~~“Company”)~~registrant ~~filed~~is ~~its~~an ~~amended~~emerging ~~and~~growth ~~restated~~company ~~certificate~~as ofdefined ~~incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware, and its amended and restated bylaws (the “Bylaws”) became effective,~~ in ~~connection~~Rule ~~with~~405 ~~the closing~~ of the ~~initial~~Securities ~~public~~Act ~~offering~~ of ~~shares~~1933 ~~of the Company’s Class A common stock, par value $0.0001 per share~~ (~~the “Class A Common Stock”)~~§ 230.405 Asof ~~described~~this ~~in the final prospectus, dated June 10, 2025 (the “Prospectus”~~chapter), ~~relating~~or toRule ~~the Registration Statement on Form S~~12b-12 ~~(File~~of ~~No. 333-287354), as amended, filed with~~ the Securities ~~and~~ Exchange ~~Commission on June 11, 2025, pursuant to Rule 424(b) under the Securities~~ Act of ~~1933,~~1934 as amended, the Company’s board of directors and stockholders previously approved the amendment and restatement of these documents to be effective upon the closing of the Company’s initial public offering(§ 240.12b-2 ~~A description~~ of ~~certain~~this ~~provisions of the Certificate of Incorporation and the Bylaws is set forth in the section titled “Description of Capital Stock” in the Prospectus~~chapter).

~~The~~Emerging ~~foregoing~~growth ~~description~~company of the Certificate of Incorporation and the Bylaws is qualified in its entirety by reference to the Certificate of Incorporation and Bylaws, which are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. ☒

~~Item 8.01~~If ~~Other~~an ~~Events~~emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

OnItem ~~June~~2.02 Results ~~12, 2025, the Company completed its initial public offering~~ of anOperations ~~aggregate~~and ofFinancial 14,200,645 shares of 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 price to the public of $31Condition.~~00 per share. The gross proceeds to the Company from the initial public offering were $440.2 million.~~

On August 4, 2025, Voyager Technologies, Inc. (the “Company”) issued a press release announcing its financial results for the quarterly period ended June 30, 2025. A copy of the press release is furnished hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The Company makes reference to non-GAAP financial information in the press release. A reconciliation of these non-GAAP financial measures to their nearest GAAP equivalents is provided in the press release.

The information in this Item 2.02, including Exhibit 99.1 furnished hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any other filing under the Exchange Act or under the Securities Act of 1933, as amended, or the Exchange Act whether made before or after the date hereof, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) ~~The following exhibits are being filed herewith:~~ Exhibits.

Exhibit No.						Description
3.1						Amended and Restated Certificate of Incorporation of Voyager Technologies, Inc.
99.1						Press Release, dated August 4, 2025.
3.2						Amended and Restated Bylaws of Voyager Technologies, Inc.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, ~~as amended,~~ the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~VOYAGER TECHNOLOGIES, INC.~~

VOYAGER TECHNOLOGIES, INC.

Date: June 12, 2025

By:

/s/ Dylan Taylor

Date: August 4, 2025

By:

/s/ Dylan Taylor

~~Dylan Taylor~~

Dylan Taylor

~~Chief Executive Officer~~

Chief Executive Officer

Date: August 4, 2025

By:

/s/ Filipe De Sousa

Filipe De Sousa

Chief Financial Officer

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