Voyager Technologies Inc-A美股招股说明书(2025-06-12版)

Voyager Technologies, Inc.Class A common stock This is the initial public offering of shares of Class A common stock of Voyager Technologies, Inc. We are offering 12,348,387 shares ofour Class A common stock.Prior to this offering, there has been no public market for our Class A common stock. The initial public offering price of our Class A Our Class A common stock has been approved for listing on the New York Stock Exchangeunder the symbol “VOYG.” Following this offering, we will have two series of authorized common stock, Class A common stock and Class B common stock. Therights of the holders of our Class A common stock and Class B common stock are identical, except with respect to voting, conversionand transfer rights. Each share of our Class A common stock is entitled to one vote per share. Each share of our Class B common stockis entitled to 15 votes per share and is convertible at any time, subject to the satisfaction of certain conditions as described herein,into one share of Class A common stock. Immediately following the completion of this offering, all outstanding shares of Class Bcommon stock will be beneficially owned by Dylan Taylor, our Chairman and Chief Executive Officer, and assuming no exercise of theunderwriters’ option to purchase additional shares to cover over-allotments, if any, and Mr. Taylor does not purchase any shares ofClass A common stock pursuant to the directed share program, Mr. Taylor will own approximately 10.1% of our outstanding capitalstock and control approximately 62.8% of the voting power of our outstanding capital stock. As a result, Mr. Taylor may havesignificant influence over the outcome of matters submitted to our stockholders for approval, including the election of our directorsand the approval of any change of control transaction. We will be a “controlled company” within the meaning of the corporategovernance standards of the New York Stock Exchange. Although we do not intend to utilize any exemptions from corporategovernance standards upon completion of this offering, we may utilize any or all of these exemptions at any time at our discretionuntil we cease to be a “controlled company.” See “Management—Controlled Company Exception” and “Principal Stockholders.” We are an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act of 1933, as amended, or the SecuritiesAct, and, as such, we have elected to comply with certain reduced public company reporting requirements for this prospectus andfuture filings. See “Summary—Implications of Being an Emerging Growth Company.” Investingin our Class A common stock involves a high degree of risk.See“Risk Factors”beginningon page42to read about factors you should consider before buying shares ofourClass A common stock. Initial public offering price Underwriting discounts and commissions(1) Proceeds, before expenses, to us (1)See“Underwriting”for additional information regarding underwriting compensation. At our request, the underwriters have reservedup to $20 million of shares of Class A common stock (or up to 645,161shares of Class A common stock based on the initial public offering price of $31.00 per share) to be issued by us and offered by thisprospectus for sale, at the initial public offering price, to certain of our employees and friends and family members of certain of ourdirectors, officers and employees. The number of shares of Class A common stock available for sale to the general public will bereduced to the extent these individuals purchase such reserved shares. Any reserved shares that are not so purchased will be offered bythe underwriters to the general public on the same basis as the other shares offered by this prospectus. Morgan Stanley & Co. LLC willadminister our directed share program. See“Underwriting—Directed Share Program.” We have granted the underwriters an option to purchase up to1,852,258 additional shares of Class Acommon stock, solely to cover over-allotments, if any, from us at the initial public offering price, less the underwriting discounts and commissions, within 30 days from the date of this prospectus. Janus Henderson Investors and Wellington Management (the“cornerstone investors”) have, severally and not jointly indicated aninterest in purchasing up to an aggregate of $60 million in shares of Class A common stock in this offering at the initial publicoffering price. The shares of Class A common stock to be purchased by the cornerstone investors will not be subject to a lock-upagreement with the underwriters. Because this indication of interest is not a binding agreement or commitment to purchase, thecornerstone investors may determine to purchase more, less or no shares in this offering or the underwriters may determine to sellmore, less or no shares to the cornerstone investors. The underwriters will receive the same underwriting discounts and commissions onany of our shares of Class A common stock purchased by the cornerstone investors as they will