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Get filing alertsVoyager Technologies to acquire Astrobotic Technology for up to 2M shares plus earnouts
Filed June 4, 2026 · Period ending June 1, 2026 · ~1 min read
Key Changes
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Voyager signed definitive merger agreement on June 1, 2026 to acquire 100% of Astrobotic Technology, issuing up to 2,031,694 shares at closing with additional contingent earnout shares based on post-closing milestones.
Item 1.01 view on EDGAR → -
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Transaction expected to close in second half of 2026, subject to regulatory approvals and customary closing conditions. Final share count subject to adjustments for cash, debt, and transaction expenses.
Item 1.01 view on EDGAR → -
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Acquisition shares will be issued as unregistered restricted securities under Section 4(a)(2), meaning they cannot be freely traded and are subject to Rule 144 resale restrictions.
Item 3.02 verify on EDGAR →
Summary
Voyager Technologies announced a definitive agreement to acquire Astrobotic Technology, a move that will add up to 2 million shares to the outstanding share count at closing, with additional earnout shares potentially following based on performance milestones. The all-stock deal represents significant dilution for existing shareholders, though the final impact depends on purchase price adjustments and whether earnout targets are achieved. Retail investors should note that the acquisition shares will be restricted securities that cannot immediately flood the market, providing some near-term protection from selling pressure.
However, the earnout structure creates uncertainty around the ultimate dilution, as additional shares may be issued based on Astrobotic's post-closing performance and Voyager's stock price at future valuation dates. Watch for the proxy statement or registration statement that will provide details on Astrobotic's financials, the strategic rationale, and specific earnout milestones. The deal's expected second-half 2026 closing gives time to assess whether this acquisition enhances Voyager's competitive position enough to justify the dilution.
Section-by-Section Diff
Event · Item 3.02 — Unregistered Sales of Equity Securities
Item 3.02 — Unregistered Sales of Equity Securities filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On June 1, 2026, Voyager Technologies, Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Agreement") pursuant to which the Company agreed to acquire 100% of the outstanding capital stock of Astrobotic Technology, Inc. (the "Acquisition").
Voyager Technologies signed a definitive merger agreement to acquire all outstanding shares of Astrobotic Technology. The transaction is subject to customary closing conditions including regulatory approvals and is expected to close in the second half of 2026.
Added in current filing · verify on EDGAR →
The Company may issue up to 2,031,694 Closing Shares to the Sellers at the Closing, dependent upon adjustments for cash, indebtedness, option exercises, and transaction expenses.
The purchase price includes up to 2,031,694 shares of Class A common stock to be issued at closing, subject to customary purchase price adjustments. Additional contingent shares may be issued based on post-closing earnout milestones, with the number determined by the stock's volume-weighted average price during a 20-trading day period before each earnout valuation date.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 4, 2026 · How we verify