Voyager Technologies Inc-A 2025年度报告

(Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December31, 2025 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______ to ______ Commission File Number 001-42694 VOYAGER TECHNOLOGIES, INC.___________________________ (Exact name of registrant as specified in its Charter) 84-2754888 (I.R.S. Employer Identification No.) (303) 500-6985Registrant’s telephone number, including area code Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on which registered New York Stock Exchange Securities registered pursuant to section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YesNo Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YesNo Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) hasbeen subject to such filing requirements for the past 90 days. YesNo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant wasrequired to submit such files). YesNo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness ofits internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YesNo The aggregate market value of the registrant’s Class A common stock and Class B common stock held by non-affiliates, based on theclosing sale price as reported on the New York Stock Exchange on June 30, 2025, the last business day of the registrant’s most recentcompleted second fiscal quarter, was approximately $2.03 billion. There were 53,329,062 shares of registrant’s Class A common stock and 5,758,566 shares of Class B common stock outstanding as ofMarch6, 2026. DOCUMENTS INCORPORATED BY REFERENCE Certain portions of the registrant’s Definitive Proxy Statement relating to the 2026 Annual Meeting of Stockholders, to be filed with theSecurities and Exchange Commission within 120 days after the end of the registrant’s fiscal year ended December31, 2025, areincorporated by reference into Part III where indicated. SUMMARY RISK FACTORS Our business is subject to numerous risks and uncertainties, including those described in Part I, Item 1A. “Risk Factors” in this AnnualReport. You should carefully consider these risks and uncertainties when investing in our Class A Common Stock. The principal risks anduncertainties affecting our business include the following: •we may not be able to generate, sustain and manage our growth due to a variety of external factors. We have a limited operatinghistory in an evolving industry, which makes it difficult to forecast our revenue, plan our expenses, and evaluate our business andfuture prospects;•our future revenue and operating results are dependent on our ability to generate a sustainable order rate for our products andservices and develop new technologies to meet the needs of our customers or potential new customers;•our development contracts may be difficult for us to comply with and may expose us to