Voyager Technologies, Inc./TX

Texas · Space Solutions and Starlab Space Stations

Nevada · Defense and National Security

California · Defense and National Security

Colorado · Defense and National Security

Ohio · Space Solutions

Louisiana · Defense and National Security

Alabama · Space Solutions

Washington D.C. · Space Solutions and Starlab Space Stations

We do not own any real property. We believe that our facilities are adequate to meet our needs for the immediate future, and that, should it be needed, suitable additional space will be available to accommodate any such expansion of our operations.

• Voyager Workforce, LLC Delaware⁴
• XO Airlock, LLC Delaware⁴
• XO Markets Holdings, Inc. Delaware⁴
• ZIN Aerospace, Inc. Delaware⁴
• ZIN Technologies, Inc. Delaware⁴

• Any technology intended for use in outer space, including Starlab, may be delayed, damaged or destroyed during pre-launch operations, launch failures or during the execution of the operation, which can materially and adversely affect our operations.
• We have never launched or maintained a space station before and may lack the necessary expertise, personnel and resources to successfully launch and maintain a space station on our own.
• The benefits that we believe will result from the completion and commercialization of Starlab may not actually materialize.
• If our technologies fail to operate as intended, it could have a material adverse effect on us.
• Space is a harsh and unpredictable environment where our products and service offerings are exposed to a wide and unique range of environmental risks, including, among others, coronal mass ejections, solar flares, and other extreme space weather events and potential collision with space debris or another spacecraft, which could adversely affect our technology and spacecraft performance.
• We operate in highly competitive industries.
• Our contracts with the U.S. government may be terminated by the U.S. government at any time, which could have a material adverse effect on us.
• As our contracts expire, we may not be able to renew them or replace them with agreements on similar terms.
• At times, we rely on a single vendor or a limited number of vendors to provide certain key products or services and the inability of these key vendors to meet our needs could have a material adverse effect on our business.
• We are subject to procurement laws and regulations, including those that enable the U.S. government to terminate contracts for any reason or no reason at all. Our business and reputation could be materially and adversely affected if we or those we do business with fail to comply with these laws.
• The DoD’s increasing use of OTA agreements could adversely impact us.
• Some of our contracts with the U.S. government are classified, which may limit investor insight into portions of our business.
• Our current and future acquisitions, dispositions or strategic transactions may fail to successfully integrate with our business activities or fail to deliver the expected return on investment and could have a material adverse effect on us.
• We may not be able to convert our projects in backlog, including funded backlog, into revenue.
• Our products and equipment have a finite useful life.
• Our business involves significant risks and uncertainties that may not be covered by insurance.
• The release, unplanned ignition, explosion or improper handling of dangerous materials used in our business could disrupt our operations and adversely affect our financial results.
• We provide products and services involving hazardous and high risk operations, which subjects us to various environmental, regulatory, financial, reputational and other risks.
• Our products and services support human exploration of space, which includes a risk to human life and the risk of liability.
• Interruption or failure of our infrastructure, including our information technology and communications systems, could hurt our ability to effectively perform our daily operations and provide and produce our products and services, which could damage our reputation and harm our operating results.
• Disruptions in the supply of key raw materials or components and difficulties in the supplier qualification process, as well as increases in prices of raw materials, could adversely impact us.
• Adverse global market, economic and political conditions, including military conflicts or terrorist acts, pandemics and other catastrophic events could have a material adverse effect on us.
• Efforts to reduce the U.S. federal budget or spending could adversely affect our business.
• Changes in tax law, effective tax rates or adverse outcomes from other tax increases or an examination of our income or other tax returns could adversely affect our results of operations and financial condition.
• Risks Related to Our International Operations
• Our international business exposes us to risks relating to regulation, currency fluctuations and political or economic instability in foreign markets, which could have a material adverse effect on us.
• Our international sales and operations are subject to applicable laws relating to trade, including economic and trade sanctions and trade controls, the violation of which could adversely affect our operations.
• If significant tariffs or other trade restrictions are placed on foreign imports by the United States and related countermeasures are taken by impacted foreign countries, our sales and results of operations may be harmed.
• Seeking to enforce an international contract through foreign courts may take significant amounts of time and expense with no certainty of success.
• Risks Related to Information Technology, Cybersecurity, Data Privacy and Intellectual Property
• Any significant failure of, disruption in, or unauthorized access to or use of, our computer systems or those of third parties that we utilize in our operations, including those arising from cyberattacks, could result in a loss or degradation of service, unauthorized processing of data, or theft or tampering of intellectual property, any of which could materially adversely impact our business and financial conditions.
• Any actual or perceived failure to comply with new or existing data privacy, data protection, and cybersecurity laws, regulations and other requirements could cause substantial harm to our business.
• Our use of artificial intelligence and machine learning technologies could adversely affect our products and services, harm our reputation, or cause us to incur liability resulting from harm to individuals or violation of laws and regulations or contracts to which we are a party.
• If we cannot successfully establish, maintain, protect, and enforce our intellectual property, our business could suffer.
• Third parties may allege that we are infringing, misappropriating, or otherwise violating their intellectual property rights, which could involve substantial costs and adversely impact our business.
• Intellectual property rights discovered through government-funded programs may be subject to federal regulations such as “march-in” rights, certain reporting requirements and a preference for U.S.-based companies and compliance with such regulations may limit our intellectual property rights.
• Our use of open source software could compromise the proprietary nature of our software and expose us to other legal liabilities and technological risks.
• Risks Related to Employees and the Workforce
• We are highly dependent on the services of Mr. Dylan Taylor, Co-Founder, Chairman and Chief Executive Officer and Mr. Matthew Kuta, Co-Founder and President and if we are unable to retain Mr. Taylor and Mr. Kuta, our ability to compete could be harmed.
• Our inability to hire or retain key personnel could have a material adverse effect on us.
• Labor-related matters, including labor disputes, may adversely affect our operations.
• Legal and Regulatory Risks
• We or our subsidiaries are and may in the future be party to legal proceedings, investigations and other claims or disputes, which are costly to defend and, if determined adversely to us, could require us to pay fines or damages, undertake remedial measures or prevent us from taking certain actions, any of which could have a material adverse effect on us.
• Our operations in the U.S. government market are subject to significant regulatory risk.
• We are routinely subject to audit by our customers on government contracts and the results of those audits could have an adverse effect on our business, reputation and results of operations.
• The U.S. government’s determination to award a future contract or contract option may be challenged by an interested party, and, if that challenge is successful, that future contract or option may be terminated.
• Our performance on contracts with the U.S. Department of Defense may result in restrictions on our ability to repurchase our Class A common stock or may affect our eligibility for Foreign Military Sales or Government assistance with international direct commercial sales.
• Failure to comply with the requirements of the National Industrial Security Program Operating Manual could result in interruption, delay, or suspension of our ability to provide our products and services, and could result in loss of current and future business with the U.S. government.
• There is significant uncertainty surrounding U.S. “mission authorization” regulations that may apply to Starlab. Any final regulations and any future regulations may impose significant, unexpected compliance costs on the project.
• Our operations are subject to governmental law and regulations relating to environmental matters, which may expose us to significant costs and liabilities that could negatively impact our financial condition.
• We may be adversely affected by global climate change or by legal, regulatory or market responses to such change.
• Investments in us may be subject to U.S. foreign investment regulations which may impose conditions on or limit certain investors’ ability to purchase our Class A common stock, potentially making our Class A common stock less attractive to investors. Our investments in U.S. companies may also be subject to U.S. foreign investment regulations.
• Failure to comply with anti-corruption laws, including the FCPA and similar laws associated with our activities outside of the United States, could subject us to penalties and other adverse consequences.
• We may be unable to obtain or maintain required authorization or contractual arrangements.
• Risks Related to Our Indebtedness
• Our level of indebtedness could have a material adverse effect on us.
• The failure to comply with the covenants under our Revolving Credit Agreement or the volatile credit and capital markets could have a material adverse effect on us.
• We may be unable to raise the funds necessary to repurchase the 2030 Convertible Notes for cash following a fundamental change or to pay any cash amounts due upon maturity or conversion of the 2030 Convertible Notes, and our other indebtedness may limit our ability to repurchase the 2030 Convertible Notes or to pay any cash amounts due upon their maturity or conversion.
• Provisions in the indenture governing the 2030 Convertible Notes could delay or prevent an otherwise beneficial takeover of us.
• Risks Related to Financial and Accounting Matters
• We use estimates when accounting for contracts. Contract cost growth or changes in estimated contract revenues and costs can have a material adverse effect on us.
• We will continue to incur increased costs as a result of operating as a publicly traded company, and our management will be required to devote substantial time to new compliance initiatives.
• If we fail to implement and maintain an effective system of internal control over financial reporting, we may not be able to accurately determine or disclose our financial results. As a result, our stockholders could lose confidence in our financial results.
• Material weaknesses were previously identified in the Company’s internal control over financial reporting, which have since been remediated. If additional material weaknesses in our internal control over financial reporting are identified in the future, we may fail to meet our reporting obligations and our consolidated financial statements may contain a material misstatement, which could result in the loss of investor confidence and negatively impact our stock price and financial condition.
• Our business could be adversely impacted if we have deficiencies in our disclosure controls and procedures or internal control over financial reporting.
• Our ability to use net operating loss carryforwards and certain other tax attributes may be limited.
• Risks Related to Ownership of our Class A Common Stock
• We are controlled by Dylan Taylor, our Chairman and Chief Executive Officer, whose interests in our business may conflict with ours or yours.