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February 14, 2024
Adeel Rouf
Chief Executive Officer
Voyager Acquisition Corp./Cayman Islands
c/o Winston & Strawn LLP
800 Capitol St., STE 2400
Houston, TX 77002
Re:Voyager Acquisition Corp./Cayman Islands
Draft Registration Statement on Form S-1
Submitted January 18, 2024
CIK No. 0002006815
Dear Adeel Rouf:
            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 18, 2024
General
1.You state on page 4 that “[s]everal team members have collectively advised and facilitated
the raising of over $2.0 billion in SPAC IPOs and over $5.0 billion in SPAC business
combinations to date.” In appropriate locations in the prospectus, please identify the
SPAC IPOs, and their current status and share price.
Cover Page
2.We note your disclosure that you will have 24 months from the closing of the initial
public offering to consummate your initial business combination. Please clarify that you
may amend your organizational documents to extend your business combination deadline.
If there are reasons why you may not seek shareholder approval to extend such deadline,
please state so here and elsewhere where the deadline is disclosed.

 FirstName LastNameAdeel Rouf
 Comapany NameVoyager Acquisition Corp./Cayman Islands
 February 14, 2024 Page 2
 FirstName LastNameAdeel Rouf
Voyager Acquisition Corp./Cayman Islands
February 14, 2024
Page 2
The Offering
Conflict of Interest, page 15
3.Please revise to quantify the noted conflicts of interest in this section.
Manner of Conducting Redemptions, page 19
4.We note your statement that “[e]ach public shareholder may elect to redeem their public
shares irrespective of whether they vote for or against the proposed transaction.…” Please
revise here, and elsewhere, to disclose whether the shareholders will be permitted to
redeem their shares if they do not vote, or abstain from voting their shares.
Risk Factors
If our initial business combination involves a company organized..., page 33
5.Please include in your risk factor the risk of the excise tax applying to redemptions in
connection with extensions.
To mitigate the risk that we might be deemed to be an investment company..., page 34
6.Please disclose that if you are found to be operating as an unregistered investment
company, you may be required to change your operations, wind down your operations, or
register as an investment company under the Investment Company Act. Also include
disclosure with respect to the consequences to investors if you are required to wind down
your operations as a result of this status, such as the loss of the investment opportunity in
a target company, any price appreciation in the combined company, and any warrants,
which would expire worthless. Please confirm that if your facts and circumstances change
over time, you will update your disclosure to reflect how those changes impact the risk
that you may be considered to be operating as an unregistered investment company.
Risks Relating to Our Securities
We may issue our shares to investors in connection with our initial business combination... , page
60
7.We note your disclosure related to PIPE transactions. Please clearly disclose their impact
to you and investors. To the extent you may utilize PIPE transactions, if true, disclose that
the agreements are intended to ensure a return on investment to the investor in return for
funds facilitating the sponsor’s completion of the business combination. Additionally,
please also disclose that these arrangements result in costs particular to the de-SPAC
process that would not be anticipated in a traditional IPO. Lastly, please clarify here and
throughout the prospectus the risks associated with the PIPE transactions that may occur
at a price below the IPO price of $10 per share.
Use of Proceeds, page 77
8.Please revise to include footnotes 5 and 7 in the Use of Proceeds table.

 FirstName LastNameAdeel Rouf
 Comapany NameVoyager Acquisition Corp./Cayman Islands
 February 14, 2024 Page 3
 FirstName LastNameAdeel Rouf
Voyager Acquisition Corp./Cayman Islands
February 14, 2024
Page 3
Capitalization, page 83
9.It appears you have classified the private and public warrants as equity. Please provide us
with your analysis under ASC 815-40 to support your accounting treatment for these
warrants. As part of your analysis, please address whether there are any terms or
provisions in the warrant agreement that provide for potential changes to the settlement
amounts that are dependent upon the characteristics of the holder of the warrant, and if so,
how you analyzed those provisions in accordance with the guidance in ASC 815-40. Your
response should address, but not be limited to, your disclosure that "the Private Placement
Warrants will be non-redeemable so long as they are held by the initial purchasers or such
purchasers’ permitted transferees. If the Private Placement Warrants are held by someone
other than the Initial Shareholders or their permitted transferees, the Private Placement
Warrants will be redeemable by the Company and exercisable by such holders on the
same basis as the Public Warrants."
Liquidity and Capital Resources, page 85
10.We note your statement that your liquidity requirements include $720,000 for fees
pursuant to the Administrative Services Agreement for office space, administrative,
financial and support services. We also note that your Use of Proceeds section indicates
you will use $320,000 for legal and accounting fees related to regulatory reporting
obligations and $400,000 for director and officer’s liability insurance. Please revise your
disclosure throughout the prospectus as appropriate.
Related Party Transactions, page 88
11.Please revise to also address the 6,000,000 private placement warrants, the fees for office
space, secretarial and administrative services, the fees for the consulting services to an
entity affiliated to your Chief Executive Officer, and the possible payment of finder’s fees.
Management
Officers, Directors and Director Nominees, page 114
12.Please briefly describe the business experience during the past five years of each director,
executive officer, person nominated or chosen to become a director or executive officer,
including: each person's principal occupations and employment during the past five years
including the relevant dates of employment; the name and principal business of any
corporation or other organization in which such occupations and employment were carried
on; and whether such corporation or organization is a parent, subsidiary or other affiliate
of the registrant. In addition, for each director or person nominated or chosen to become a
director, briefly discuss the specific experience, qualifications, attributes or skills that led
to the conclusion that the person should serve as a director for the registrant at the time
that the disclosure is made, in light of the registrant's business and structure.  See Item
401(e)(1) of Regulation S-K.

 FirstName LastNameAdeel Rouf
 Comapany NameVoyager Acquisition Corp./Cayman Islands
 February 14, 2024 Page 4
 FirstName LastNameAdeel Rouf
Voyager Acquisition Corp./Cayman Islands
February 14, 2024
Page 4
Executive Officer and Director Compensation, page 116
13.We note your statement that “None of our executive officers or directors have received
any cash compensation for services rendered to us as of the date of this prospectus.”
Please revise to clarify that no compensation was awarded to, earned by, or paid to your
executive officers or directors.
Conflicts of Interest, page 120
14.Please expand your disclosure in this section to highlight the financial conflicts of interest
of your sponsor, officers, directors, advisors and/or your or their affiliates. Please revise to
quantify the noted conflicts of interest. For example, highlight, to the extent applicable,
conflicts arising from ownership of the founder shares and private placement warrants,
including that because of the low price they paid for the founder shares, your sponsor and
your officers and directors may make a substantial profit even if the company selects an
acquisition target that subsequently declines in value and is unprofitable for public
investors. Please address the material conflicts of interest in this section including the
repayment of loans made by your sponsor and the reimbursement of any out-of-pocket
expenses.
Principal Shareholders, page 124
15.Please revise to include your officers and directors in the beneficial ownership table. In
addition, we note you indicate that Adeel Rouf has the position as Chairman, however we
note that Warren Hosseinion is listed as Chairman in the signature section and elsewhere
in the prospectus. Finally, we note that the After Offering Number of Shares Beneficially
Owned column indicates that 5,000,000 shares is 20% of the outstanding shares and that
3,750,000 shares is 20% of the outstanding shares. Please revise or advise us as
appropriate.
Taxation, page 150
16.We note your statement in the first paragraph that “The following summary of certain
Cayman Islands and United States federal income tax consequences of an investment in
our units….”, in the third paragraph that “The following is a discussion on certain
Cayman Islands income tax consequences….”, and in the legend that “THIS
DISCUSSION IS ONLY A SUMMARY OF CERTAIN UNITED STATES FEDERAL
INCOME TAXCONSIDERATIONS ….” Please revise to delete the word “certain” from
the noted sentences.
Report of Independent Registered Public Accounting Firm , page F-2
17.Please include a signed audit report in your next amendment. Refer to Rule 2-02 of
Regulation S-X.

 FirstName LastNameAdeel Rouf
 Comapany NameVoyager Acquisition Corp./Cayman Islands
 February 14, 2024 Page 5
 FirstName LastName
Adeel Rouf
Voyager Acquisition Corp./Cayman Islands
February 14, 2024
Page 5
Notes to Financial Statements, Note 1, page F-7
18.We note your disclosure on page 2 that the sponsor of the Registrant is a Delaware limited
liability company. On page F-7 in Note 1, the sponsor is described as a Cayman Islands
limited liability company. Please revise or advise.

            Please contact Kellie Kim at 202-551-3129 or Shannon Menjivar at 202-551-3856 if you
have questions regarding comments on the financial statements and related matters. Please
contact Ronald (Ron) E. Alper at 202-551-3329 or David Link at 202-551-3356 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Michael J. Blankenship