SecProbe.io

February 14, 2025
Dylan Taylor
Chief Executive Officer
Voyager Technologies, Inc.
1225 17th Street, Suite 1100
Denver, Colorado 80202
Re:Voyager Technologies, Inc.
Draft Registration Statement on Form S-1
Submitted January 21, 2025
CIK No. 0001788060
Dear Dylan Taylor:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 submitted January 21, 2025
Market, Industry and Other Data, page 4
1.Please tell us whether you commissioned any of the third-party data included in
your registration statement.
2.We note your disclosure that you obtained some of the market and industry data
included in the registration statement from various third-party sources and that you
have not independently verified the data. This statement appears to imply a disclaimer
of responsibility for this information in the registration statement. Please either revise
this section to remove such implication or specifically state that you are liable for all
information in this registration statement.
Please ensure that the identities of the sources of industry statistics disclosed in the
registration statement are clear.  For example, we note the following: 3.

February 14, 2025
Page 2
•the disclosure on page 7 that "In 2023, governments worldwide invested
approximately $59 billion in space defense and security activities,"
•the disclosure on page 7 that "the global space economy has expanded to exceed
$508 billion in 2023, representing the value of all contracts in the industry, as well
as non-contracted government activities. This growth trajectory is expected to
accelerate with projections surpassing $820 billion by 2032," and
•the disclosure on page 15 that "Today, NASA and its international partners
allocate approximately $6 billion annually to support ISS related operations and
initiatives."
Prospectus Summary, page 5
4.Please provide the disclosure in the Prospectus Summary in a more balanced
manner. For example, we note the disclosure on pages 6 and 19 that you have
executed over 1,000 successful customer space missions but do not discuss any
challenges or difficulties that you have faced. Please revise as appropriate.
5.We note that you include images on pages 6-15 and 102-111. We do not object to
graphics that feature your products. However, it appears that some of the graphics
include imbedded disclosure regarding your business and segments that would more
appropriately be included in the textual disclosure outside of the images. Please revise
the graphic presentations so that they do not obscure other prospectus disclosure or
give undue prominence to selected portions of your business or operations. Refer to
Securities Act Forms C&DI 101.02.
Our Company, page 5
6.We note you present totals that combine GAAP Revenue and Starlab Milestone cash
proceeds on pages 11 and 107. It appears to us totaling these amounts essentially
results in the presentation of a non-GAAP financial measure that substitutes
individually tailored recognition and measurement methods. Please remove these
totals or explain how you determined they comply with Question 100.04 of the SEC
Staff's Compliance & Disclosure Interpretations on Non-GAAP Financial Measures.
7.Please revise to describe the Starlab joint venture arrangement in more detail,
including a description of the material terms of the joint venture. In addition, please
file any agreements related to the joint venture as exhibits to the prospectus.
8.We note your disclosure on page 7 that NASA awarded you a prime contract to
develop Starlab, and your disclosure on page 10 that Nanoracks was awarded a Space
Act Agreement as part of NASA's efforts to foster a commercial space station. Please
file both agreements as exhibits and add disclosure describing the material terms of
the prime contract and the Space Act Agreement. In addition, where you discuss
certain program milestones of the Space Act Agreement, please expand your
disclosure to describe such milestones and explain where you are in the development
process.
Please revise to explain if Starlab is in competition with other entities to become the
commercial space station replacement for the international space station. To the extent
known or applicable, please describe how the replacement will be selected and 9.

February 14, 2025
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disclose the number of other entities involved. In addition, please tell us what
consideration you gave to expanding your disclosure in risk factors on page 37
relating to the risk that commercial and governmental customers may not choose to
use Starlab or your services.
Implications of Being an Emerging Growth Company, page 23
10.We note you qualify as an “emerging growth company” as defined in the Jumpstart
Our Business Startups Act of 2012, or the JOBS Act, and disclose on pages 24 and 68
that you have elected to avail yourselves of the provision of the JOBS Act that
permit emerging growth companies to take advantage of an extended transition period
to comply with new or revised accounting standards applicable to public companies;
however, we also note you checked the box on the Cover Page of the filing
that indicates you have elected not to use the extended transition period for complying
with new or revised accounting standards provided pursuant to Section 7(a)(2)(B) of
the Securities Act. Please revise and correct this inconsistency.
Summary Consolidated Financial and Other Data, page 27
11.We note you define free cash flow as cash flow used in operating activities minus
purchases of property and equipment and plus grant funding for property and
equipment which differs from the typical calculation of this non-GAAP financial
measure. In order to avoid potential confusion and comply with Question 102.07 of
the SEC Staff's Compliance & Disclosure Interpretations on Non-GAAP Financial
Measures, please revise the title of the measure you present. This comment is also
applicable to your presentation of this measure in MD&A.
Risk Factors, page 31
12.We note the disclosure on page F-4 of the amount of goodwill and intangibles
compared to total assets as of December 31, 2023. Please include a risk factor
to highlight the risks related to goodwill and intangible assets, such as writedowns.
If we cannot successfully establish, maintain, protect and enforce our intellectual property,
page 52
13.We note the disclosure on page 53 that the company has "licensed, and may license in
the future, intellectual property rights from third parties." Please expand the
appropriate section to identify any material license agreements, discuss the material
terms, and file the material agreements as exhibits.
Third parties may allege that we are infringing, page 54
14.Please expand the disclosure that "We have in the past, and may in the future, be
subject to claims by third parties alleging that we have infringed, misappropriated or
otherwise violated their intellectual property rights" to disclose, if material, the
amount of the claims.

February 14, 2025
Page 4
Risks related to Financial Accounting Matters
We have identified material weaknesses in our internal control over financial reporting, page
65
15.We note you identified material weaknesses in your internal control over financial
reporting. Please disclose when you expect to complete your remediation efforts and
any associated material costs you incurred or expect to incur related to these efforts.
Our amended and restated certificate of incorporation, page 73
16.We note your disclosure on pages 73 and 144 about the exclusive forum
provision. Please revise the disclosure on pages 73 and 144 to state that there is
uncertainty as to whether a court would enforce such provision. Also, if the provision
applies to Securities Act claims, also state on that investors cannot waive compliance
with the federal securities laws and the rules and regulations thereunder. In that
regard, we note that Section 22 of the Securities Act creates concurrent jurisdiction for
federal and state courts over all suits brought to enforce any duty or liability created
by the Securities Act or the rules and regulations thereunder. If this provision does not
apply to actions arising under the Securities Act or Exchange Act, please also ensure
that the exclusive forum provision in the governing documents states this clearly, or
tell us how you will inform investors in future filings that the provision does not apply
to any actions arising under the Securities Act or Exchange Act.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Key Performance Indicators and Non-GAAP Financial Measures, page 86
17.It appears to us the current format of MD&A essentially results in non-GAAP
financial measures being presented with greater prominence than the most directly
comparable GAAP measures. Please ensure the format of MD&A fully complies with
Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10 of the SEC Staff's
Compliance & Disclosure Interpretations on Non-GAAP Financial Measures.
Critical Accounting Policies and Estimates, page 97
It appears to us your current disclosures reiterate accounting policies disclosed in the
notes to your financial statements. Please revise your disclosures to more fully
disclose and discuss the impact critical accounting policies and related estimates had
on your financial statements, including the impact of changes in estimates, pursuant to
Item 303(b)(3) of Regulation S-K. For example, we note for certain contracts you use
the cost-to-cost method and revenue is recognized based on your efforts toward
satisfying a performance obligation relative to the total expected efforts, which is
measured using the proportion of costs incurred to date to the total cost estimate-at-
completion (EAC). We also note these projections require you to make numerous
assumptions and estimates to determine EAC, are updated on a periodic basis, and,
when circumstances change and warrant a modification, are revised. In addition, we
note when estimates of total costs to be incurred on a contract exceed total estimates
of the transaction price, a provision for the entire loss is determined at the contract
level and recorded in the period in which the loss is evident. Please revise your
disclosures related to revenue recognition to disclose the gross amounts of favorable
and unfavorable adjustments to contract estimates you recorded during each period 18.

February 14, 2025
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presented and address the underlying reasons for significant adjustments. Please also
revise your disclosures to quantify contract losses you recorded during each period
and to disclose the estimated percentage to which loss contracts are completed and the
time period when you expect loss contracts to be complete, to the extent material. It
appears to us such disclosure would give more insight into the estimation process
associated with your contracts and their impact on your financial statements.
Intellectual Property, page 118
19.Please disclose the duration of the material patents.
Consolidated Financial Statements
16. Net Sales, page F-31
20.We note your disclosures of disaggregated net sales by customer and geographic
location. It appears to us, to present disaggregated net sales into categories that depict
how the timing and uncertainty of sales and cash flows are affected, you should also
disclose net sales recognized over time and at a point in time or explain why such
disclosures are not provided. Refer to ASC 606-10-50-5 and ASC 606-10-55-
89 through 91.
17. Segment Reporting, page F-32
21.We note your disclosure here and under Concentration of Credit risks, on page F-10,
that sales to the U.S. Government accounted for 69% of sales during the year ended
December 31, 2023. In addition, you disclose on page 84, that as of December 31,
2023, approximately 79.3% of the total dollar value of your backlog related to three
customers and your top ten customers represent approximately 94.3% of the total
dollar value of your backlog. To help investors better understand these disclosures,
please clarify the relationships between your customer disclosures, which we assume
are due to the fact that all entities within the U.S. Government are required to be
treated as one customer in significant customer disclosures.
Exhibits
22.Please file as exhibits material contracts required by Item 601(b)(10) of Regulation S-
K.  For example, we note the following disclosures but the underlying agreements are
not mentioned in the exhibit index:
•the disclosure on pages 12 and 108 that "Currently, we are contracted to provide
the advanced solid-propulsion subsystem for Lockheed Martin’s NGI contract
with the U.S. Missile Defense Agency,"
•the disclosure on pages 12 and 109 about your "strategic partnership with
Palantir,"
•the disclosure on pages 19 and 115 that "we are collaborating across three ISS
missions to launch, operate, and validate custom camera technology being
developed for their state-of-the-art MSG Sphere venues," and
•the disclosure on pages 130-132 about the employment agreements.

February 14, 2025
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General
23.Please provide us supplemental copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your
behalf, have presented or expect to present to potential investors in reliance on Section
5(d) of the Securities Act, whether or not you retained or intend to retain copies of
these communications. Please contact legal staff associated with the review of this
filing to discuss how to submit the materials, if any, to us for review.
            Please contact Charles Eastman at 202-551-3794 or Anne McConnell at 202-551-
3709 if you have questions regarding comments on the financial statements and related
matters. Please contact Thomas Jones at 202-551-3602 or Erin Purnell at 202-551-3454 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Michael Benjamin