SecProbe.io

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 Document Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 June 9, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-6010 Attention: Thomas Jones Erin Purnell Charles Eastman Anne McConnell Re: Voyager Technologies, Inc. Registration Statement on Form S-1, as amended (File No. 333-287354) Request for Acceleration of Effective Date Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, as amended (the “ Act ”), we, as representatives of the several underwriters, hereby join in the request of Voyager Technologies, Inc. (the “ Company ”) for the acceleration of the effective date of the above-referenced Registration Statement so that it will become effective at 4:00 PM, Eastern Time, on June 10, 2025, or as soon as practicable thereafter, or at such other time as the Company or its outside counsel, Latham & Watkins LLP, request by telephone that such Registration Statement be declared effective. Pursuant to Rule 460 under the Act, we, as representatives of the several underwriters, wish to advise you that approximately 2,425 copies of the Preliminary Prospectus included in the above-named Registration Statement, as amended, were distributed during the period from June 2, 2025 through the date hereof, to prospective underwriters, institutions, dealers and others. We, the undersigned, as representatives of the several underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended. Thank you for your assistance in this matter. [ Signature pages follow ] Very truly yours, Acting severally on behalf of themselves and the several underwriters Morgan Stanley & Co. LLC J.P. Morgan Securities LLC MORGAN STANLEY & CO. LLC By: /s/ Usman Khan Name: Usman Khan Title: Managing Director J.P. MORGAN SECURITIES LLC By: /s/ Olivia Sem Buran Name: Olivia Sem Buran Title: Vice President [Signature Page to Underwriters’ Acceleration Request]

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 Document Voyager Technologies, Inc. 1225 17 th Street, Suite 1100 Denver, Colorado 80202 June 9, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-6010 Attention: Thomas Jones Erin Purnell Charles Eastman Anne McConnell Re: Voyager Technologies, Inc. Registration Statement on Form S-1, as amended (File No. 333-287354) Request for Acceleration of Effective Date To the addressees set forth above: In accordance with Rule 461 under the Securities Act of 1933, as amended, Voyager Technologies, Inc. (the “ Company ”) hereby requests acceleration of the effective date of the above-referenced Registration Statement on Form S-1, as amended (File No. 333-287354) (the “ Registration Statement ”). The Company respectfully requests that the Registration Statement become effective as of 4:00 p.m., Eastern Time, on June 10, 2025, or as soon as practicable thereafter, or at such other time as the Company or its legal counsel may request by telephone to the staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “ Commission ”). Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Michael Benjamin at (212) 906-1311. We understand that the staff of the Commission will consider this request as confirmation by the Company that it is aware of its responsibilities under the federal securities laws as they relate to the issuance of the securities covered by the Registration Statement. If you have any questions regarding the foregoing, please contact Michael Benjamin of Latham & Watkins LLP at the number set forth above. Thank you for your assistance in this matter. Sincerely, Voyager Technologies, Inc. By: /s/ Dylan Taylor Name: Dylan Taylor Title: Chief Executive Officer cc: Phil de Sousa, Chief Financial Officer, Voyager Technologies, Inc. Margaret Vernal, Esq., Chief Legal Officer and General Counsel, Voyager Technologies, Inc. Lewis Kneib, Esq., Latham & Watkins LLP Richard A. Fenyes, Esq., Simpson Thacher & Bartlett LLP John G. O’Connell, Esq., Simpson Thacher & Bartlett LLP

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 Document 1271 Avenue of the Americas New York, New York 10020-1401 Tel: +1.212.906.1200 Fax: +1.212.751.4864 www.lw.com FIRM / AFFILIATE OFFICES Austin Milan Beijing Munich Boston New York Brussels Orange County Century City Paris Chicago Riyadh Dubai San Diego Düsseldorf San Francisco Frankfurt Seoul Hamburg Silicon Valley Hong Kong Singapore Houston Tel Aviv London Tokyo Los Angeles Washington, D.C. Madrid June 5, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549-6010 Attention: Thomas Jones Erin Purnell Charles Eastman Anne McConnell Re: Voyager Technologies, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed June 2, 2025 File No. 333-287354 Ladies and Gentlemen: On behalf of Voyager Technologies, Inc. (the “ Company ”), set forth below are the Company’s responses to the comments of the staff (the “ Staff ”) of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “ Commission ”) in its letter dated June 2, 2025 (the “ Comment Letter ”), relating to the Company’s Amendment No. 1 to registration statement on Form S-1 filed with the Commission on June 2, 2025 (the “ Registration Statement ”). Concurrently with the submission of this letter, the Company is filing Amendment No. 2 to the Registration Statement (the “ Amended Registration Statement ”) responding to the Staff’s comments and updating the Registration Statement. For ease of review, we have set forth below the comments of your letter in bold type followed by the Company’s response thereto. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Amended Registration Statement and all references to page numbers in such responses are to page numbers in the Amended Registration Statement. June 5 , 2025 Page 2 Amendment No.1 to Form S-1 filed June 2, 2025 Prospectus Summary Joint Venture Agreement for Starlab JV, page 20 1. We note your response to prior comment 1 and reissue in part. Please file as an exhibit the Joint Venture Agreement entered into on December 23, 2023. Response : The Company respectfully advises the Staff that the Joint Venture Agreement entered into on December 23, 2023 (the “ Original Joint Venture Agreement ”) was amended and restated in its entirety on April 8, 2025 (the “ Current Joint Venture Agreement ”) and, accordingly, the Original Joint Venture Agreement is no longer in effect. The Company has revised the disclosure on page 20 to indicate that the Original Joint Venture Agreement has been amended and restated. The Company further advises the Staff that it filed the Current Joint Venture Agreement as Exhibit 10.11 to the Registration Statement on Form S-1 filed on May 16, 2025. Summary Consolidated Financial and Other Data Per Share Information, page 36 2. It appears the amounts related to the Net loss per share attributable to common stockholders and the Weighted-average common shares outstanding for the periods ended March 31, 2025 and 2024 have not been retro-actively adjusted to reflect the stock split that occurred on June 2, 2025 and do not correspond to amounts now presented in the historical interim financial statements. Please revise. Response : The Company acknowledges the Staff’s comment and has revised the disclosure on page 36. Consolidated Balance Sheet, page 38 3. It appears the amounts identified as Total deficit should be relabeled Total equity. In addition, please reconcile the historical, pro forma, and pro forma as adjusted amounts presented here to amounts presented under Capitalization on page 93. Response : The Company acknowledges the Staff’s comment and has revised the disclosure on page 38. Dilution, page 95 4. Please revise the disclosures related to existing stockholders to separately present the total consideration and average price per share for common stockholders and for each separate class of preferred stockholders. Please ensure your disclosures clearly indicate the number of shares of common stock each class of preferred stock was converted into. Response : The Company acknowledges the Staff’s comment and has revised the disclosure on page 96. June 5 , 2025 Page 3 Management Executive Officers and Board of Directors, page 152 5. We note that your disclosure in this section is as of March 31, 2025. Your disclosure should be current as the date of the document. Please revise. Response : The Company acknowledges the Staff’s comment and has revised the disclosure on page 152. Exhibits 6. Please note that you have removed the Air Force Solicitation exhibit from the index. We reissue prior comment 8 of our letter dated April 3, 2025 requesting that you file the IDIQ contract by the Air Force Life Cycle Management Center’s Architecture and Integration Directorate as an exhibit to the registration statement. Response : The Company respectfully advises the Staff that it does not consider the IDIQ contract a material contract under Item 601(a)(1) of Regulation S-K, as the Company has no material rights or obligations under the IDIQ contract. The Company has revised the disclosure on page 148 to clarify the Company’s rights and obligations under the IDIQ contract. * * * June 5 , 2025 Page 4 We hope the foregoing answers are responsive to your comments. Please do not hesitate to contact me by telephone at (212) 906-1311 with any questions or comments regarding this correspondence. Very truly yours, /s/ Michael Benjamin Michael Benjamin of LATHAM & WATKINS LLP cc: Dylan Taylor, Chief Executive Officer, Voyager Technologies, Inc. Phil de Sousa, Chief Financial Officer, Voyager Technologies, Inc. Margaret Vernal, Esq., Chief Legal Officer and General Counsel, Voyager Technologies, Inc. Lewis Kneib, Esq., Latham & Watkins LLP

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 June 2, 2025

Dylan Taylor
Chief Executive Officer
Voyager Technologies, Inc.
1225 17th Street, Suite 1100
Denver, Colorado 80202

 Re: Voyager Technologies, Inc.
 Amendment No. 1 to
 Registration Statement on Form S-1
 Filed June 2, 2025
 File No. 333-287354
Dear Dylan Taylor:

 We have reviewed your amended registration statement and have the
following
comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. 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 any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments. Unless
we note
otherwise, any references to prior comments are to comments in our May 28, 2025
letter.

Amendment No.1 to Form S-1 filed June 2, 2025
Prospectus Summary
Joint Venture Agreement for Starlab JV, page 20

1. We note your response to prior comment 1 and reissue in part. Please
file as an exhibit
 the Joint Venture Agreement entered into on December 23, 2023.
Summary Consolidated Financial And Other Data
Per Share Information , page 36

2. It appears the amounts related to the Net loss per share attributable to
common
 stockholders and the Weighted-average common shares outstanding for the
periods
 ended March 31, 2025 and 2024 have not been retro-actively adjusted to
reflect the
 June 2, 2025
Page 2

 stock split that occurred on June 2, 2025 and do not correspond to
amounts now
 presented in the historical interim financial statements. Please revise.
Consolidated Balance Sheet, page 38

3. It appears the amounts identified as Total deficit should be relabeled
Total equity. In
 addition, please reconcile the historical, pro forma, and pro forma as
adjusted amounts
 presented here to amounts presented under Capitalization on page 93.
Dilution, page 95

4. Please revise the disclosures related to existing stockholders to
separately present the
 total consideration and average price per share for common stockholders
and for each
 separate class of preferred stockholders. Please ensure your disclosures
clearly
 indicate the number of shares of common stock each class of preferred
stock was
 converted into.
Management
Executive Officers and Board of Directors, page 152

5. We note that your disclosure in this section is as of March 31, 2025.
Your disclosure
 should be current as the date of the document. Please revise.
Exhibits

6. We note that you have removed the Air Force Solicitation exhibit from
the index. We
 reissue prior comment 8 of our letter dated April 3, 2025 requesting
that you file
 the IDIQ contract by the Air Force Life Cycle Management Center s
Architecture and
 Integration Directorate as an exhibit to the registration statement.
 Please contact Anne McConnell at 202-551-3709 if you have questions
regarding
comments on the financial statements and related matters. Please contact Erin
Purnell at 202-
551-3454 with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: Michael Benjamin
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 Document 1271 Avenue of the Americas New York, New York 10020-1401 Tel: +1.212.906.1200 Fax: +1.212.751.4864 www.lw.com FIRM / AFFILIATE OFFICES Austin Milan Beijing Munich Boston New York Brussels Orange County Century City Paris Chicago Riyadh Dubai San Diego Düsseldorf San Francisco Frankfurt Seoul Hamburg Silicon Valley Hong Kong Singapore Houston Tel Aviv London Tokyo Los Angeles Washington, D.C. Madrid June 2, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549-6010 Attention: Thomas Jones Erin Purnell Charles Eastman Anne McConnell Re: Voyager Technologies, Inc. Registration Statement on Form S-1 Filed May 16, 2025 File No. 333-287354 Ladies and Gentlemen: On behalf of Voyager Technologies, Inc. (the “ Company ”), set forth below are the Company’s responses to the comments of the staff (the “ Staff ”) of the Division of Corporation Finance of the U.S. June 2, 2025 Page 2 Securities and Exchange Commission (the “ Commission ”) in its letter dated May 28, 2025 (the “ Comment Letter ”), relating to the Company’s registration statement on Form S-1 filed with the Commission on May 16, 2025 (the “ Registration Statement ”). Concurrently with the submission of this letter, the Company is filing Amendment No. 1 to the Registration Statement (the “ Amended Registration Statement ”) responding to the Staff’s comments and updating the Registration Statement. For ease of review, we have set forth below the comments of your letter in bold type followed by the Company’s response thereto. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Amended Registration Statement and all references to page numbers in such responses are to page numbers in the Amended Registration Statement. June 2, 2025 Page 3 Registration Statement on Form S-1 filed May 16, 2025 Prospectus Summary Joint Venture Agreement for Starlab JV, page 20 1. Please file as an exhibit the Joint Venture Agreement entered into on December 23, 2023. If the Second Amended and Restated Limited Liability Company Agreement dated April 2025 has replaced the December 2023 Joint Venture Agreement, please revise your disclosure to clarify this. In addition, we note that Section 2.9 of the April 2025 agreement states that the members intend that Starlab Space LLC shall not be a partnership or joint venture. Noting that you refer to the arrangement as a joint venture in the prospectus, please advise. The Company respectfully advises the Staff that the arrangement governed by the Joint Venture Agreement functions as a joint venture where the parties collaborate to fulfill the agreement's stated principles. Section 2.9 of the Joint Venture Agreement is intended to clarify and disclaim certain partnership principles that might be implied by common or state law, ensuring that the parties' rights and obligations are solely defined by the Joint Venture Agreement, except for specific tax classifications detailed in Section 2.10. Summary Consolidated Financial and Other Data, page 34 2. We note you provided per share disclosures; however, the amounts you disclosed do not appear to be consistent with the narrative disclosures in footnote (1). We also note footnote (1) refers to the issuance of shares in this offering which appears to imply a pro forma presentation. Please ensure amounts presented and related disclosures are consistent. Also, given all the anticipated changes to your capital structure prior to the offering, please confirm or explain to us how you intend to comply with SAB Topic 4:C and if/how/where you intend to present additional pro forma per share disclosures. Response: The Company acknowledges the Staff’s comment and has revised the disclosure on pages 37-38. Key Performance Indicators and Non-GAAP Financial Measures, page 35 3. We note your response in prior comment 1, please more fully address the following: a. Explain your statement that "These services and the related non-cash operating expenses are not supportive of the Company’s revenue generating activities”. Based on the description of the nature of the services being provided in the first paragraph of your response, it is not clear to us how these services would not support revenue generating activities. More specifically address the nature of the services being provided and better describe if and how the expenses being incurred relate to your operations and business strategy. b. Explain your statement that the services relate to the “development of software infrastructure for use at the corporate level and in the Starlab Space Stations segment”. More specifically address the nature and extent of the infrastructure, including your accounting for any other costs related to the infrastructure that you incurred or expect to incur that are in addition to the expenses incurred under the service agreement. June 2, 2025 Page 4 c. Explain your expectations regarding the need to continue to obtain services subsequent to the expiration date of this service agreement. d. If applicable, tell us the extent to which any services provided under the service agreement are related to the grant funding you have received or expect to receive. Response: The Company acknowledges the Staff’s comment and has revised the disclosure on pages 41, 115 and 120 to remove non-cash services from the calculation of Adjusted EBITDA. Principal Stockholders, page 71 4. In your next amendment, please complete the beneficial ownership table and related information, including on the cover page. Response: The Company acknowledges the Staff’s comment and has revised the disclosure on the cover page and page 176. Consolidated Financial Statements Condensed Consolidated Statements of Operations, page F-3 5. Please present net losses applicable to common stock on the face of the statements of operations since such amounts appear to be materially different, in quantitative terms, from reported net losses. The amounts presented should be computed for each period presented as net losses less dividends on preferred stock, including undeclared or unpaid dividends, if cumulative. Refer to SAB Topic 6:B. Response: The Company acknowledges the Staff’s comment and has revised the disclosure on pages F-4 and F-22. 10. Segment Reporting, page F-12 6. We note your response to prior 2. Given the requirements of ASC 280-10-50-32, please revise your interim financial statements to include the disclosures related to significant segment expenses required by ASC 280-10-50-26A and 50-26C, similar to the disclosures in your annual financial statements. Response: The Company acknowledges the Staff’s comment and has revised the disclosure on pages F-13-15. Exhibits 7. Please file all remaining exhibits in your next amendment. Please be advised that we may have comments on such exhibits once filed. Response: The Company acknowledges the Staff’s comment and has filed all remaining exhibits with the Amended Registration Statement. * * * June 2, 2025 Page 5 We hope the foregoing answers are responsive to your comments. Please do not hesitate to contact me by telephone at (212) 906-1311 with any questions or comments regarding this correspondence. Very truly yours, /s/ Michael Benjamin Michael Benjamin of LATHAM & WATKINS LLP cc: Dylan Taylor, Chief Executive Officer, Voyager Technologies, Inc. Phil de Sousa, Chief Financial Officer, Voyager Technologies, Inc. Margaret Vernal, Esq., Chief Legal Officer and General Counsel, Voyager Technologies, Inc. Lewis Kneib, Esq., Latham & Watkins LLP

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 May 28, 2025

Dylan Taylor
Chief Executive Officer
Voyager Technologies, Inc.
1225 17th Street, Suite 1100
Denver, Colorado 80202

 Re: Voyager Technologies, Inc.
 Registration Statement on Form S-1
 Filed May 16, 2025
 File No. 333-287354
Dear Dylan Taylor:

 We have reviewed your registration statement and have the following
comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. 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 any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form S-1 filed May 16, 2025
Prospectus Summary
Joint Venture Agreement for Starlab JV, page 20

1. Please file as an exhibit the Joint Venture Agreement entered into on
December 23,
 2023. If the Second Amended and Restated Limited Liability Company
Agreement
 dated April 2025 has replaced the December 2023 Joint Venture Agreement,
please
 revise your disclosure to clarify this. In addition, we note that
Section 2.9 of the April
 2025 agreement states that the members intend that Starlab Space LLC
shall not be a
 partnership or joint venture. Noting that you refer to the arrangement
as a joint
 venture in the prospectus, please advise.
Summary Consolidated Financial and Other Data, page 34

2. We note you provided per share disclosures; however, the amounts you
disclosed do
 not appear to be consistent with the narrative disclosures in footnote
(1). We also note
 May 28, 2025
Page 2

 footnote (1) refers to the issuance of shares in this offering which
appears to imply a
 pro forma presentation. Please ensure amounts presented and related
disclosures are
 consistent. Also, given all the anticipated changes to your capital
structure prior to the
 offering, please confirm or explain to us how you intend to comply with
SAB Topic
 4:C and if/how/where you intend to present additional pro forma per
share
 disclosures.
Key Performance Indicators and Non-GAAP Financial Measures, page 35

3. We note your response to prior comment 1, please more fully address the
following:
 Explain your statement that "These services and the related non-cash
operating
 expenses are not supportive of the Company s revenue generating
activities .
 Based on the description of the nature of the services being provided
in the first
 paragraph of your response, it is not clear to us how these services
would not
 support revenue generating activities. More specifically address the
nature of the
 services being provided and better describe if and how the expenses
being
 incurred relate to your operations and business strategy.
 Explain your statement that the services relate to the
development of software
 infrastructure for use at the corporate level and in the Starlab Space
Stations
 segment . More specifically address the nature and extent of the
infrastructure,
 including your accounting for any other costs related to the
infrastructure that you
 incurred or expect to incur that are in addition to the expenses
incurred under the
 service agreement.
 Explain your expectations regarding the need to continue to obtain
services
 subsequent to the expiration date of this service agreement.
 If applicable, tell us the extent to which any services provided
under the service
 agreement are related to the grant funding you have received or expect
to receive.
Principal Stockholders, page 71

4. In your next amendment, please complete the beneficial ownership table
and related
 information, including on the cover page.
Consolidated Financial Statements
Condensed Consolidated Statements of Operations, page F-3

5. Please present net losses applicable to common stock on the face of the
statements of
 operations since such amounts appear to be materially different, in
quantitative terms,
 from reported net losses. The amounts presented should be computed for
each period
 presented as net losses less dividends on preferred stock, including
undeclared or
 unpaid dividends, if cumulative. Refer to SAB Topic 6:B.
10. Segment Reporting, page F-12

6. We note your response to prior 2. Given the requirements of ASC
280-10-50-32,
 please revise your interim financial statements to include the
disclosures related to
 significant segment expenses required by ASC 280-10-50-26A and 50-26C,
similar to
 the disclosures in your annual financial statements.
 May 28, 2025
Page 3

Exhibits

7. Please file all remaining exhibits in your next amendment. Please be
advised that we
 may have comments on such exhibits once filed.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Anne McConnell at 202-551-3709 if you have questions
regarding
comments on the financial statements and related matters. Please contact Erin
Purnell at 202-
551-3454 with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: Michael Benjamin
</TEXT>
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 May 6, 2025

Dylan Taylor
Chief Executive Officer
Voyager Technologies, Inc.
1225 17th Street, Suite 1100
Denver, Colorado 80202

 Re: Voyager Technologies, Inc.
 Amendment No. 2 to Draft Registration Statement on Form S-1
 Submitted April 23, 2025
 CIK No. 0001788060
Dear Dylan Taylor:

 We have reviewed your amended 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. Unless we note otherwise, any references to prior comments are to
comments in
our April 3, 2025 letter.

Amendment No. 2 to Draft Registration Statement on Form S-1 submitted April 23,
2025
Summary Consolidated Financial and Other Data
Key Performance Indicators and Non-GAAP Financial Measures, page 33

1. Your response to prior comment 3 indicates the service agreement with
Palantir is the
 only agreement in which you issued equity in exchange for third-party
services and
 appears to focus on the nature of the consideration used to pay for the
services
 received in addressing your basis for excluding the related operating
expenses from
 your non-GAAP performance measure. Your response also indicates the
service
 agreement is aimed at enhancing artificial intelligence capabilities for
both the
 Company and the Starlab JV and expenses were incurred as corporate-level
operating
 May 6, 2025
Page 2

 expenses and in the Starlab Space Stations reportable segment. Please
more fully
 explain to us the specific nature and duration of the services provided
and, if
 applicable, continuing to be provided under the agreement, including how
you
 determined the exclusion of the related operating expenses, which appear
to be
 necessary to operate your business and effect your operations, revenue
generating
 activities, and business strategy, is appropriate based on Question
100.01 of the
 Compliance and Disclosure Interpretations for Non-GAAP Financial
Measures.
Consolidated Financial Statements
17. Segment Reporting, page F-36

2. We note your revised disclosure in response to prior comment 7; however,
based on
 the lack of significant segment expense categories and amounts, please
also describe
 the nature of the expense information your CODM uses to manage
operations or
 clarify how your current disclosures comply with ASC 280-10-50-26C.
 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
</TEXT>
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 April 3, 2025

Dylan Taylor
Chief Executive Officer
Voyager Technologies, Inc.
1225 17th Street, Suite 1100
Denver, Colorado 80202

 Re: Voyager Technologies, Inc.
 Amendment No. 1 to Draft Registration Statement on Form S-1
 Submitted March 20, 2025
 CIK No. 0001788060
Dear Dylan Taylor:

 We have reviewed your amended 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. Unless we note otherwise, any references to prior comments are to
comments in
our February 14, 2025 letter.

Amendment No. 1 to Draft Registration Statement on Form S-1 submitted March 20,
2025
Prospectus Summary, page 6

1. We note your response to prior comment 5. Please revise the disclosure
in the
 graphics on page 8 to clarify the reference to "DIU."
Voyager is Driven by Innovation at Scale, page 11

2. We note your response to prior comment 4. Please disclose the basis for
the reference
 on pages 11 and 115 to "more than three decades of technology
development and
 spaceflight heritage."
 April 3, 2025
Page 2

Summary Consolidated Financial and Other Data
Key Performance Indicators and Non-GAAP Financial Measures, page 33

3. We note your reconciliation of Adjusted EBITDA for the year ended
December 31,
 2024 includes a non-GAAP adjustment that eliminates expenses related to
Non-cash
 services. It is not clear to us what services these expenses relate to
or why you believe
 excluding them from a non-GAAP performance measure, based on the nature
of the
 consideration used to pay them, is appropriate. Please eliminate this
non-GAAP
 adjustment or more fully explain how and why you believe it is
appropriate and
 complies with Question 100.01 of the SEC Staff's Compliance & Disclosure
 Interpretations on Non-GAAP Financial Measures. Although Question 100.01
 provides one example of a normal, recurring, cash operating expense
necessary to
 operate a company s business, please be advised that does not imply
that if an expense
 is not paid in cash eliminating it from a non-GAAP performance would be
 appropriate.
4. We note in addition to presenting Adjusted EBITDA you now present a
non-GAAP
 financial measure you identify as Adjusted EBITDA excluding Starlab
Space Stations
 in which you eliminate adjusted EBITDA related to the Starlab reportable
segment
 from Adjusted EBITDA. It is not clear to us why you present this measure
or why you
 believe it is useful to investor. It is also not clear to us why you
believe it is
 appropriate to present a non-GAAP financial measure that essentially
excludes the
 results of a VIE you are required to consolidate because you are the
primary
 beneficiary. Please eliminate this measure or explain how and why you
believe it is
 appropriate and complies with Question 100.04 of the SEC Staff's
Compliance
 & Disclosure Interpretations on Non-GAAP Financial Measures.
5. We note you now present a non-GAAP financial measure you identify as
Innovation
 Spend. It is not clear to us what this measure represents or why you
believe it is useful
 to investors. It is also not clear to us what the two non-GAAP
adjustments identified
 as Other capitalized research and development under Section 174 and
Other
 innovation spend actually represent and if or how they are recorded in
your GAAP
 financial statements. In addition, similar to your presentation of
adjusted EBITDA, we
 note you present this non-GAAP measure excluding Starlab Space Stations.
Please
 more fully explain what these measures represent and specifically
address how you
 use them to evaluate the performance of your business and the
effectiveness of your
 strategies as well why you believe they comply with Question 100.04 of
the SEC
 Staff's Compliance & Disclosure Interpretations on Non-GAAP Financial
Measures.
Consolidated Financial Statements
4. Acquisitions
Consolidated Variable Interest Entity, page F-21

6. Although the VIE may meet the definition of a business and may have
issued voting
 equity interests, please clarify whether the VIE's assets can be used
for purposes other
 than the settlement of the VIE's obligations. If they cannot, please
provide all the
 disclosures required by ASC 810-10-45-25, ASC 810-10-50-2A, and ASC
810-10-50-
 3.
 April 3, 2025
Page 3

17. Segment Reporting, page F-35

7. Please confirm the Other Segment Expenses do not represent significant
segment
 expenses categories pursuant to ASC 280-10-50-26A and instead represent
other
 segment items pursuant to ASC 280-10-5-26B; otherwise, please tell us
what
 consideration you gave to expanding the table to include quantified
disclosure, by
 reportable segment, of cost of sales, research and development, selling,
general, and
 administrative and other income or expense items based on the disclosure
in footnote
 (1). Please also clarify how you comply with the requirement of ASC
280-10-50-26C
 to explain the nature of the expense information the CODM uses to manage
 operations, given the apparent lack of significant segment expense
categories.

Exhibits

8. Please continue to file as exhibits material contracts required by Item
601(b)(10) of
 Regulation S-K. For example, we note the new disclosure on page 8 that
in 2023 the
 company was awarded a $900 million ceiling IDIQ contract by the Air
Force Life
 Cycle Management Center s Architecture and Integration Directorate.
 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
</TEXT>
</DOCUMENT>

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
Page 3
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
Page 5
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
Page 6
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