Voyager Technologies, Inc. has entered into an indenture to issue $402,500,000 in aggregate principal amount of 0% convertible senior notes due 2032. The notes were issued on September 28, 2026, and are governed by an indenture with U.S. Bank Trust Company, National Association, serving as trustee. The total amount issued includes $52,500,000 that were issued after the initial purchasers exercised their option to purchase additional notes within a 13-day window following the issuance.
The notes are senior, unsecured obligations of the company. They will not bear regular interest or accrete in principal value. However, special interest and additional interest may accrue at a rate not exceeding 0.50% per annum under specific circumstances, such as the failure to file certain SEC reports or the failure to remove restrictive legends from the notes.
Key terms of the notes include a maturity date of October 15, 2032, and an initial conversion rate of 24.4978 shares of Class A common stock per $1,000 principal amount, which represents an initial conversion price of approximately $40.82 per share. Holders may convert the notes under certain conditions before July 15, 2032, and at any time thereafter until the trading day immediately before the maturity date. The company will settle conversions by delivering cash, shares of Class A common stock, or a combination of both, at its election.
The notes are subject to redemption provisions. The company may redeem notes in whole or in part, subject to limitations, on or after October 21, 2030, if the last reported sale price of the stock exceeds 130% of the conversion price for a specified period. Additionally, the company may redeem the notes in whole if the outstanding principal amount falls below 10% of the aggregate issued amount. If a fundamental change occurs, noteholders may require the company to repurchase their notes at par plus accrued interest.
In connection with the offering, the company entered into capped call transactions with initial purchasers and other financial institutions. The cap price of these transactions is initially set at $78.50 per share, representing a 150% premium over the last reported sale price on September 23, 2026. The company incurred a cost of approximately $52.5 million for these transactions, which are intended to reduce potential dilution and offset cash payments upon conversion.
