Voyager Technologies, Inc./DE

Previous wording

We have grown both organically and through acquisitions, including Nanoracks, Valley Tech Systems, Space Micro and Zin Technologies. We serve as a “prime” contractor and “subcontractor” to various government and private enterprise customers through our defense, national security and space product offerings. Since 2019, we have executed and successfully vertically and horizontally integrated eight acquisitions, and have grown our revenue to $45.7 million and $80.2 million for the three and six months ended June 30, 2025, respectively. In addition, we received cash proceeds of $22.5 million and $42.5 million during the three and six months ended June 30, 2025, respectively, (with $47.8 million of eligible proceeds remaining as of June 30, 2025) from our $217.5 million development grant with NASA to design Starlab, the commercial space station replacement for the ISS which is set to be decommissioned in 2030. We intend to operate Starlab through the Starlab JV, a Voyager-led and majority-owned global joint venture, with international equity partners that include Airbus, Mitsubishi, MDA Space and Palantir. Our growth and increased size and scale are the result of investment and focus on our key technology offerings, as well as our ability to attract, cultivate and integrate accretive acquisitions.

Current wording

We have grown both organically and through acquisitions, including Nanoracks, Valley Tech Systems, Space Micro, and Zin Technologies. We serve as a “prime” contractor and “subcontractor” to various government and private enterprise customers through our defense, national security, and space product offerings. Since 2019, we have executed and successfully vertically and horizontally integrated nine acquisitions, and have grown our revenue to $39.6 million and $119.8 million for the three and nine months ended September 30, 2025, respectively. In addition, we received cash proceeds of $4.0 million and $46.5 million during the three and nine months ended September 30, 2025, respectively, (with $43.8 million of eligible proceeds remaining as of September 30, 2025) from our $217.5 million development grant with NASA to design Starlab, the commercial space station replacement for the ISS which is set to be decommissioned in 2030. We intend to operate Starlab through the Starlab JV, a Voyager-led and majority-owned global joint venture, with international equity partners that include Airbus, Mitsubishi, MDA Space, and Palantir. Our growth and increased size and scale are the result of investment and focus on our key technology offerings, as well as our ability to attract, cultivate and integrate accretive acquisitions.

Previous wording

Backlog in all of our segments includes both single and multi-year awards. Fluctuations in backlog are driven primarily by the timing of large program wins. Total backlog as of June 30, 2025 was $170.9 million, of which $90.3 million was funded. We expect to convert approximately 77.4% of the total $90.3 million of funded backlog as of June 30, 2025 into revenue in the remaining periods of 2025.

Current wording

Backlog in all of our segments includes both single and multi-year awards. Fluctuations in backlog are driven primarily by the timing of large program wins. Total backlog as of September 30, 2025 was $188.6 million, of which $88.2 million was funded. We expect to convert approximately 42.9% of the total $88.2 million of funded backlog as of September 30, 2025 into revenue in the remaining periods of 2025.

Previous wording

In addition, our backlog is subject to meaningful customer concentration risk. As of June 30, 2025, approximately 65.5% of the total dollar value of our funded backlog related to three customers. The top ten customers in our backlog represent approximately 88.4% of the total dollar value of our funded backlog. For purposes of evaluating our backlog, we consider all U.S. government entities to be one customer. Additionally, backlog that is originally funded through U.S. government efforts is considered to be U.S. government backlog even if the program is directly contracted through an intermediary.

Current wording

In addition, our backlog is subject to meaningful customer concentration risk. As of September 30, 2025, approximately 62.6% of the total dollar value of our funded backlog related to three customers. The top ten customers in our backlog represent approximately 90.4% of the total dollar value of our funded backlog. For purposes of evaluating our backlog, we consider all U.S. government entities to be one customer. Additionally, backlog that is originally funded through U.S. government efforts is considered to be U.S. government backlog even if the program is directly contracted through an intermediary.

Previous wording

Net sales in the consolidated statements of operations consists entirely of revenue from contracts with customers, net of sales discounts. Our sales are derived from a combination of cost-plus contracts, fixed price contracts, and time and materials contracts for both U.S. government and commercial and international deliverables. We account for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. We recognize revenue upon satisfying the performance obligations identified in the contract, which is achieved as services are rendered, upon completion of a service, or through the transfer of control of the promised good or service to the customer either at a point-in-time or over time. Our contracts can range from short-term periods of less than 12 months to multi-year obligations.

Current wording

Net sales in the consolidated statements of operations consists entirely of revenue from contracts with customers, net of sales discounts. Our sales are derived from a combination of cost-plus contracts, firm fixed price contracts, and time and materials contracts for both U.S. government and commercial and international deliverables. We account for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. We recognize revenue upon satisfying the performance obligations identified in the contract, which is achieved as services are rendered, upon completion of a service, or through the transfer of control of the promised good or service to the customer either at a point-in-time or over time. Our contracts can range from short-term periods of less than 12 months to multi-year obligations.

Previous wording

We generate net sales in our Defense and National Security segment, which represented approximately 76.0% and 71.5% of our total net sales for the three and six months ended June 30, 2025, respectively, and 48.6% and 47.6% for the three and six months ended June 30, 2024, respectively, by providing leading technology capabilities that support marquee programs with expertise in defense systems, signals intelligence, communication technologies, guidance, navigation systems and control systems.

Current wording

We generate net sales in our Defense and National Security segment, which represented approximately 70.9% and 71.3% of our total net sales for the three and nine months ended September 30, 2025, respectively, and 52.4% and 49.4% for the three and nine months ended September 30, 2024, respectively, by providing leading technology capabilities that support marquee programs with expertise in defense systems, signals intelligence, communication technologies, guidance, navigation systems and control systems.

Previous wording

We generate net sales in our Space Solutions segment, which represented approximately 24.0% and 28.5% of our total net sales for the three and six months ended June 30, 2025, respectively, and 51.4% and 52.4% for the three and six months ended June 30, 2024, respectively, by providing technology solutions, operating at the forefront of space technology and specializing in mission enabling, reliable hardware, software and engineering services for space missions. Our portfolio offering includes advanced space technology systems, space infrastructure and space science.

Current wording

We generate net sales in our Space Solutions segment, which represented approximately 29.1% and 28.7% of our total net sales for the three and nine months ended September 30, 2025, respectively, and 47.6% and 50.6% for the three and nine months ended September 30, 2024, respectively, by providing technology solutions, operating at the forefront of space technology and specializing in mission enabling, reliable hardware, software and engineering services for space missions. Our portfolio offering includes advanced space technology systems, space infrastructure and space science.

Previous wording

Starlab Space Stations does not and is not expected to generate revenue from customers in the near term. While Starlab does not currently generate revenue today, and is not expected to generate revenue in the near term, we have received significant funding from NASA under our SAA. The Starlab program is partially funded through government grants. These grants are not considered revenue. We expect to continue to receive funding from NASA in the near term and before we begin to generate revenue (See “—Research and Development Costs—Government Grants” for additional details).

Current wording

Starlab Space Stations does not and is not expected to generate revenue from customers in the near term. However, Starlab has received significant funding from NASA under our SAA. The Starlab program is partially funded through government grants. These grants are not considered revenue. We expect to continue to receive funding from NASA in the near term and before we begin to generate revenue (See “—Research and Development Costs—Government Grants” for additional details).

Previous wording

Research and development costs are expensed as incurred. Research and development costs include employee compensation, contractor fees, materials and supplies, and facility costs. For the three and six months ended June 30, 2025, gross research and development costs were $2.8 million and $8.8 million, respectively. For the three and six months ended June 30, 2024, gross research and development costs were $7.3 million and $8.5 million, respectively.

Current wording

Research and development costs are expensed as incurred. Research and development costs include employee compensation, contractor fees, materials and supplies, software and facility costs. For the three and nine months ended September 30, 2025, gross research and development costs were $3.5 million and $12.3 million, respectively. For the three and nine months ended September 30, 2024, gross research and development costs were $1.3 million and $9.9 million, respectively.

Previous wording

On December 1, 2021, Nanoracks LLC, a subsidiary of Voyager, entered into an agreement under the SAA with NASA (the “Nanoracks Agreement”), pertaining to the LEO Development program, to design, build and maintain a commercial space station, known as “Starlab”. The Nanoracks Agreement and its subsequent amendments signed through 2023 provides $217.5 million in funding for the design and manufacture of Starlab, which is earned upon completion of defined milestones. Once a milestone is earned, we are under no further obligation to continue work on Starlab. Milestone payments are expected to be earned through December 2025. As of June 30, 2025, we have cumulatively earned $169.7 million in milestones under the program, with $127.2 million in milestones earned as of December 31, 2024. All milestones earned as of June 30, 2025 and December 31, 2024 were received in cash.

Current wording

On December 1, 2021, Nanoracks LLC, a subsidiary of Voyager, entered into an agreement under the SAA with NASA (the “Nanoracks Agreement”), pertaining to the LEO Development program, to design, build and maintain a commercial space station, known as “Starlab”. The Nanoracks Agreement and its subsequent amendments signed through 2023 provides $217.5 million in funding for the design and manufacture of Starlab, which is earned upon completion of defined milestones. Once a milestone is earned, we are under no further obligation to continue work on Starlab. Milestone payments are expected to be earned through December 2025. As of September 30, 2025, we have cumulatively earned $173.7 million in milestones under the program, with $127.2 million in milestones earned as of December 31, 2024. All milestones earned as of September 30, 2025 and December 31, 2024 were received in cash.

Previous wording

When the government grant assistance is related to an asset, the assistance will be deducted from the carrying value of the asset. When the government grant assistance is related to costs incurred, the assistance is deducted from the related expense. The following table sets forth the government grant assistance offset against research and development and construction in progress, respectively, for the three and six months ended June 30, 2025 and 2024:

Current wording

When the government grant assistance is related to an asset, the assistance will be deducted from the carrying value of the asset. When the government grant assistance is related to costs incurred, the assistance is deducted from the related expense. The following table sets forth the government grant assistance offset against research and development and construction in progress, respectively, for the three and nine months ended September 30, 2025 and 2024:

Previous wording

For the six months ended June 30, 2024, the assistance offset against construction in progress assets included grant funding for capital expenditures not yet incurred of $6.0 million in accrued expenses and other current liabilities on the consolidated balance sheets.

Current wording

For the nine months ended September 30, 2024, the assistance offset against construction in progress assets included grant funding for capital expenditures not yet incurred of $6.0 million in accrued expenses and other current liabilities on the consolidated balance sheets.

Previous wording

For the three months ended June 30, 2025, the increase in net sales was primarily due to an increase in sales in the Defense and National Security segment, which experienced growth of $17.7 million in external sales driven by significant programs won during 2024, offset by a decrease of $8.7 million in net sales in the Space Solutions segment, driven by lower volumes in U.S. Government sales. For a further discussion of the drivers behind the change in revenues, see “—Results by Segment.”

Current wording

For the three months ended September 30, 2025, the increase in net sales was primarily due to an increase in sales in the Defense and National Security segment, which experienced growth of $8.0 million in external sales driven by significant programs won during 2024, offset by a decrease of $8.0 million in net sales in the Space Solutions segment, driven by lower volumes in U.S. Government sales. For a further discussion of the drivers behind the change in revenues, see “—Results by Segment.”

Previous wording

For the six months ended June 30, 2025, the increase in net sales was primarily due to an increase in sales in the Defense and National Security segment, which experienced growth of $26.6 million in external sales driven by significant increases in U.S. Government revenue volume, offset by a decrease of $13.3 million in net sales in the Space Solutions segment, driven primarily by lower volumes in U.S. Government sales. For a further discussion of the drivers behind the change in revenues, see “—Results by Segment.”

Current wording

For the nine months ended September 30, 2025, the increase in net sales was primarily due to an increase in sales in the Defense and National Security segment, which experienced growth of $34.5 million in external sales driven by significant increases in U.S. Government revenue volume, offset by a decrease of $21.2 million in net sales in the Space Solutions segment, driven primarily by lower volumes in U.S. Government sales. For a further discussion of the drivers behind the change in revenues, see “—Results by Segment.”

Previous wording

For the three months ended June 30, 2025, the increase in costs of sales was primarily due to an increase in sales volumes and program input costs in the Defense and National Security segment, driving a $14.1 million cost increase in the quarter ended June 30, 2025. The increase was primarily offset by lower volumes and program input costs in the Space Solutions segment, which drove a decrease in costs of sales year over year of $4 million.

Current wording

For the three months ended September 30, 2025, the increase in costs of sales was primarily due to an increase in sales volumes and program input costs in the Defense and National Security segment, driving a $7.0 million cost increase in the quarter ended September 30, 2025. The increase was primarily offset by lower volumes and program input costs in the Space Solutions segment, which drove a decrease in costs of sales year over year of $4.8 million.

Previous wording

For the six months ended June 30, 2025, the increase in costs of sales was primarily due to an increase in sales volumes and program input costs in the Defense and National Security segment, driving a $22 million cost increase in the quarter ended June 30, 2025. The increase was primarily offset by lower volumes and program input costs in the Space Solutions segment, which drove a decrease in costs of sales year over year of $5.2 million.

Current wording

For the nine months ended September 30, 2025, the increase in costs of sales was primarily due to an increase in sales volumes and program input costs in the Defense and National Security segment, driving a $29.1 million cost increase in the quarter ended September 30, 2025. The increase was primarily offset by lower volumes and program input costs in the Space Solutions segment, which drove a decrease in costs of sales year over year of $11.0 million.

Previous wording

For the three months ended June 30, 2025, the increase in selling, general, and administrative costs was primarily due to a $10.4 million increase in stock compensation costs associated with the Company's initial public offering during the quarter ended June 30, 2025, along with a $4.8 million increase in employee compensation expenses associated with internal commissions for fundraising efforts, salaries, and legal expense increases during the quarter ended June 30, 2025.

Current wording

For the three months ended September 30, 2025, the increase in selling, general, and administrative costs was primarily due to a $5.2 million increase in employee compensation expenses associated with headcount and benefit growth, along with a $4.5 million increase in administrative, marketing, and legal expense increases during the quarter ended September 30, 2025.

Previous wording

For the six months ended June 30, 2025, the increase in selling, general, and administrative costs was primarily due to a $11.4 million increase in stock compensation costs associated with the Company's initial public offering during the six months ended June 30, 2025, a $6 million recovery during the six month period ended June 30, 2024 that did not occur during the same period in 2025, along with a $9.6 million increase in employee compensation expenses associated with internal commissions for fundraising efforts, salaries, accounting, and legal expense increases during the period ended June 30, 2025.

Current wording

For the nine months ended September 30, 2025, the increase in selling, general, and administrative costs was primarily due to a $12.7 million increase in stock compensation costs mostly associated with the Company's initial public offering during the nine months ended September 30, 2025, a $6.0 million recovery during the nine months ended September 30, 2024 that did not occur during the same period in 2025, along with a $18.7 million increase in employee compensation expenses associated with internal commissions for fundraising efforts, salaries, accounting, IT, marketing and legal expense increases during the period ended September 30, 2025.

Previous wording

For the three months ended June 30, 2025, the decrease in research and development, net was primarily due to $5.2 million in research and development efforts at Starlab Space LLC that occurred during the three months ended June 30, 2024, that did not recur in the same period during 2025. During the three months ended June 30, 2025 the Company also had an increase in government grants attributable to contra expense of $1.8 million compared to the same period in 2024.

Current wording

For the three months ended September 30, 2025, the increase in research and development, net was primarily due to $0.6 million and $1.5 million in additional research and development efforts at both Voyager and Starlab Space LLC, respectively, that occurred during the three months ended September 30, 2025, that did not recur in the same period during 2024. During the three months ended September 30, 2025 the Company also had a decrease in government grants attributable to contra expense of $1.2 million compared to the same period in 2024.

Previous wording

For the six months ended June 30, 2025, the decrease in research and development, net was primarily due to $5.8 million in research and development efforts at Starlab Space LLC that occurred during the six month period ended June 30, 2024, that didn't recur in the same period during 2025. This was offset by an increase in corporate research and development efforts for $3.0 million during the six month period ended June 30, 2025 compared to the same period in 2024.

Current wording

For the nine months ended September 30, 2025, the immaterial increase in research and development, net was primarily due to an increase in corporate research and development efforts of $3.0 million during the nine month period ended September 30, 2025 compared to the same period in 2024 mostly offset by an increase of $2.1 million of government grants attributable to contra expense compared to the same period in 2024.

Previous wording

For the three and six months ended June 30, 2025, the decrease in finance and interest expense as compared to the three and six months ended June 30, 2024 was driven primarily by lower interest expenses.

Current wording

For the three and nine months ended September 30, 2025, the decrease in finance and interest expense as compared to the three and nine months ended September 30, 2024 was driven primarily by lower interest expenses associated with the Company's debt extinguishment in 2025.

Previous wording

For the three and six months ended June 30, 2025, the decreases in losses on debt extinguishments was driven by extinguishments of our Term Loan and Convertible Debt in the periods ended June 30, 2025 in comparison with the losses incurred related to debt extinguishment costs incurred during the three and six months ended June 30, 2024 for the replacement of a prior term loan in exchange for the Term Loan.

Current wording

For the three and nine months ended September 30, 2025, the decreases in losses on debt extinguishments was driven by extinguishments of our Term Loan and Convertible Debt in the nine month period ended September 30, 2025 in comparison with the losses incurred related to debt extinguishment costs incurred during the three and nine months ended September 30, 2024 for the replacement of a prior term loan in exchange for the Term Loan.

Previous wording

For the three months ended June 30, 2025, the increase in other income, net was associated with increased interest income associated with increased cash holdings during the three months ended June 30, 2025.

Current wording

For the three and nine months ended September 30, 2025, the increase in other income, net was associated with increased interest income associated with increased cash holdings during the three and nine months ended September 30, 2025 as compared to the three and nine months ended September 30, 2024.

Previous wording

For the three months ended June 30, 2025, the increase in net sales was driven primarily by a $17.7 million increase in U.S. government revenue compared to the three months ended June 30, 2024. The increase in net sales was driven by volume increases on programs including revenues derived significant program material purchases during the period. The increase in Adjusted EBITDA was driven by the increase in program volume offset by program costs.

Current wording

For the three months ended September 30, 2025, the increase in net sales was driven primarily by a $12.9 million increase in U.S. government revenue compared to the three months ended September 30, 2024. The increase in net sales was driven by volume increases on programs including revenues derived significant program material purchases during the period, and was partially offset by a $6.1 million decrease in commercial sales based on completion of commercial programs. The decrease in Adjusted EBITDA was driven by the increase in program cost growth period over period.

Previous wording

For the six months ended June 30, 2025, the increase in net sales was driven primarily by a $23.6 million increase in U.S. government revenue compared to the six months ended June 30, 2024. The increase in net sales was derived from program expansion, volume increases on existing programs and revenues derived significant program material purchases during the period. The increase in Adjusted EBITDA was driven by the increase in program volume offset by program costs.

Current wording

For the nine months ended September 30, 2025, the increase in net sales was driven primarily by a $36.5 million increase in U.S. government revenue compared to the nine months ended September 30, 2024, partially offset by a $4.8 million decrease in commercial net sales due to lower commercial program volumes and program completion during the same comparable period. The increase in net sales was derived from program expansion, volume increases on existing programs and revenues derived significant program material purchases during the period. The decrease in Adjusted EBITDA was driven by the increase in program costs year over year.

Previous wording

For the three months ended June 30, 2025, the decrease in net sales was driven primarily by a $7.2 million decrease in U.S. government revenue due to decreased volumes related to programs that concluded during the three months period ended June 30, 2025 compared to the three months ended June 30, 2024. The decrease in Adjusted EBITDA was driven by the lower program contributions during the three months ended June 30, 2025 compared to the three months ended June 30, 2024, related to the lower volume on programs.

Current wording

For the three months ended September 30, 2025, the decrease in net sales was driven primarily by a $8.4 million decrease in U.S. government revenue due to decreased volumes primarily related to programs that concluded before the three months period ended September 30, 2025 that were still ongoing during the three months ended September 30, 2024. The decrease in Adjusted EBITDA was driven by the lower program volume contributions during the three months ended September 30, 2025 compared to the three months ended September 30, 2024, related to the lower volume on programs and increases in program costs that drove margin reduction.

Previous wording

For the six months ended June 30, 2025, the decrease in net sales was driven primarily by a $10.9 million decrease in U.S. government revenue due to decreased volumes related to programs that concluded during the six months period ended June 30, 2025 compared to the six months ended June 30, 2024. The decrease in Adjusted EBITDA was driven by the lower program contributions during the six months ended June 30, 2025 compared to the six months ended June 30, 2024, related to the lower volume on programs.

Current wording

For the nine months ended September 30, 2025, the decrease in net sales was driven primarily by a $19.4 million decrease in U.S. government revenue due to decreased volumes related to programs that concluded during the nine months period ended September 30, 2025 compared to the nine months ended September 30, 2024. The decrease in Adjusted EBITDA was driven by the lower program contributions during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, related to the lower volume on programs and increases in program costs that drove margin reduction.

Previous wording

For the three months ended June 30, 2025, the increase in Adjusted EBITDA was driven primarily by a reduction in R&D expenses of $5.2 million along with an increase of grant funding attributable to contra expenses, which were received in the quarter ended June 30, 2025 of $2.0 million compared to $0.4 million received in the three months ended June 30, 2024.

Current wording

For the three months ended September 30, 2025, the decrease in Adjusted EBITDA was driven primarily by an increase in Starlab operating expenses and research and development expenses of $5 million along with a decrease of $1.3 million of grant funding attributable to contra expenses, which were received in the quarter ended September 30, 2025 compared to the three months ended September 30, 2024.

Previous wording

For the six months ended June 30, 2025, the increase in Adjusted EBITDA was driven primarily by a reduction in R&D expenses of $5.8 million along with an increase of grant funding attributable to contra expenses, which were $4.2 million received in the quarter ended June 30, 2025 compared to $0.9 million received in the six months ended June 30, 2024. This was offset by an increase in selling, general, and administrative costs of $3.0 million related to increased compensation costs associated with the growth of the operations of the business.

Current wording

For the nine months ended September 30, 2025, the decrease in Adjusted EBITDA was driven primarily by an increase of $6.3 million of salary, fundraising and administrative expenses, offset by an increase $2.1 million in grant funding attributable to contra expenses for the nine months ended September 30, 2025 compared to the same period ended September 30, 2024.

Previous wording

Intersegment eliminations are related to projects between our segments, including the construction of our Starlab program. Intersegment eliminations decreased to $0.6 million from $2.5 million for the three months ended June 30, 2025 compared to the three months ended June 30, 2024, and decreased to $2.0 million from $4.0 million for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The decrease in intersegment eliminations in both periods was primarily related to a decrease in Starlab driven programs.

Current wording

Intersegment eliminations are related to projects between our segments, including the construction of our Starlab program. Intersegment eliminations decreased to $0.6 million from $2.0 million for the three months ended September 30, 2025 compared to the three months ended September 30, 2024, and decreased to $2.6 million from $6.0 million for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The decrease in intersegment eliminations in both periods was primarily related to a decrease in Starlab driven programs.

Previous wording

(2)Unfunded contract options represent customer options for future products or services that have not yet been exercised and potential bookings under IDIQ contracts. As of June 30, 2025, unfunded contract options were primarily comprised of customer options for future products or services that have not yet been exercised in the Defense and National Security segment.

Current wording

(2)Unfunded contract options represent unfunded portions of contract value and customer options for future products or services that have not yet been exercised and potential bookings under IDIQ contracts. As of September 30, 2025, unfunded contract options were primarily comprised of customer options for future products or services that have not yet been exercised in the Defense and National Security segment.

Previous wording

(3)Other includes capital market and advisory fees related to advisors assisting with transitional activities associated with becoming a public company, changes in fair value of earn out liabilities, and foreign exchange gain/loss that are all individually insignificant for the period. Other also contains debt extinguishment costs of $7.8 million for each of the three and six months ended June 30, 2025 and $10.7 million for each of the three and six months ended June 30, 2024.

Current wording

(3)Other includes capital market and advisory fees related to advisors assisting with transitional activities associated with becoming a public company, changes in fair value of earn out liabilities, and foreign exchange gain/loss that are all individually insignificant for the period. Other also contains debt extinguishment costs of $7.8 million for the nine months ended September 30, 2025, $0.6 million for the three months ended September 30, 2024, and $11.3 million for the nine months ended September 30, 2024. There were no debt extinguishment costs for the three months ended September 30, 2025.

Previous wording

We consider adjusted earnings per share to be a useful, supplemental measure of our operations on a per share basis adjusting for items that are considered either non-operational or significant infrequent expenses or that are sources of income that are not recurring to the business on a frequent basis. We define adjusted earnings per share as the net income/loss attributable to common stockholders adjusted for stock-based compensation, business acquisition costs, restructuring, and other items mainly related to financing expenses and other individually immaterial items divided by our diluted basis number of weighted average shares outstanding during the period. Since the adjustments made for presentational purposes do not impact the tax basis of the Company, the adjustments have been presented on a tax free basis.

Current wording

We consider adjusted earnings per share to be a useful, supplemental measure of our operations on a per share basis adjusting for items that are considered either non-operational, significant infrequent expenses, or sources of income that are not recurring to the business on a frequent basis. We define adjusted earnings per share as the net income or loss attributable to common shareholders adjusted for stock-based compensation, business acquisition costs, restructuring, and other items mainly related to financing expenses and other individually immaterial items divided by our diluted basis number of weighted average shares outstanding during the period. Since the adjustments made for presentational purposes do not impact the tax basis of the Company, the adjustments have been presented on a tax free basis.

Previous wording

(3)Other includes capital market and advisory fees related to advisors assisting with transitional activities associated with becoming a public company, changes in fair value of earn out liabilities, and foreign exchange gain/loss that are all individually insignificant for the period. Other also contains debt extinguishment costs of $7.8 million for each of the three and six months ended June 30, 2025 and $10.7 million for each of the three and six months ended June 30, 2024.

Current wording

(3)Other includes capital market and advisory fees related to advisors assisting with transitional activities associated with becoming a public company, changes in fair value of earn out liabilities, and foreign exchange gain/loss that are all individually insignificant for the period. Other also contains debt extinguishment costs of $7.8 million for the nine months ended September 30, 2025, $0.6 million for the three months ended September 30, 2024, and $11.3 million for the nine months ended September 30, 2024. There were no debt extinguishment costs for the three months ended September 30, 2025.

Previous wording

We are focused on delivering innovative solutions to the defense, national security and space end markets, and research and development is at the core of our business. We believe innovation spend and innovation spend excluding Starlab provide our management and investors useful measures of our aggregate spend on research and development type activities in support of our customers’ needs and our future growth. However, innovation spend is an operating metric, not a financial measure calculated or presented in accordance with GAAP, and companies in our industry may calculate innovation spend or similar operating metrics differently than we do. We define innovation spend as research and development costs associated with IRS Section 174 categorization, as well as spend on designated development programs. Development programs are defined as initiatives that, when developed, will expand the Company’s product offerings under a customer funded arrangement. Innovation spend is comprised of various costs recognized in cost of sales and research and development costs within the consolidated statements of operations, as well as certain costs capitalized within property and equipment, net on our consolidated balance sheets. We define innovation spend excluding Starlab as innovation spend, minus the portion of innovation spend attributable to Starlab Space Stations. The table below sets forth the components of our innovation spend and innovation spend excluding Starlab for the three and six months ended June 30, 2025 and June 30, 2024:

Current wording

We are focused on delivering innovative solutions to the defense, national security, and space end markets, and research and development is at the core of our business. We believe innovation spend and innovation spend excluding Starlab provide our management and investors useful measures of our aggregate spend on research and development type activities in support of our customers’ needs and our future growth. However, innovation spend is an operating metric, not a financial measure calculated or presented in accordance with GAAP, and companies in our industry may calculate innovation spend or similar operating metrics differently than we do. We define innovation spend as research and development costs associated with IRS Section 174 categorization, as well as spend on designated development programs. Development programs are defined as initiatives that, when developed, will expand the Company’s product offerings under a customer funded arrangement. Innovation spend is comprised of various costs recognized in cost of sales and research and development costs within the consolidated statements of operations, as well as certain costs capitalized within property and equipment, net on our consolidated balance sheets. We define innovation spend excluding Starlab as innovation spend, minus the portion of innovation spend attributable to Starlab Space Stations. The table below sets forth the components of our innovation spend and innovation spend excluding Starlab for the three and nine months ended September 30, 2025 and September 30, 2024:

Previous wording

As of June 30, 2025, we had cash and cash equivalents of approximately $468.9 million, which primarily consisted of net proceeds from our IPO, demand deposits and money market mutual funds substantially all held within U.S. bank accounts. We currently expect that our principal sources of funding will include our current cash balances and ability to draw on our Credit Facility. We are focused on maintaining flexibility in the future evolution of our capital structure and seeking to access the lowest cost of capital while also remaining opportunistic as organic and external opportunities arise. Targeted external growth opportunities would be funded primarily with a mix of equity, cash and debt. In addition to NASA funding, we expect to consider all financing options for Starlab, including funding through a combination of customer prebuys, the largest examples being other international space agencies, where prospective customers pay us in advance for usage of Starlab, as well as capital markets financing, including equity and project-based financing.

Current wording

As of September 30, 2025, we had cash and cash equivalents of approximately $413.3 million, which primarily consisted of net proceeds from our IPO, demand deposits, and money market mutual funds substantially all held within U.S. bank accounts. We currently expect that our principal sources of funding will include our current cash balances and ability to draw on our Credit Facility. We are focused on maintaining flexibility in the future evolution of our capital structure and seeking to access the lowest cost of capital while also remaining opportunistic as organic and external opportunities arise. Targeted external growth opportunities would be funded primarily with a mix of equity, cash, and debt. In addition to NASA funding, we expect to consider all financing options for Starlab, including funding through a combination of customer prebuys, the largest examples being other international space agencies, where prospective customers pay us in advance for usage of Starlab, as well as capital markets financing, including equity and project-based financing.

Previous wording

The increase in cash used in operating activities was driven by a $13.3 million decrease in cash from working capital related to accounts receivable, contract assets and contract liabilities related to more work performed on programs during the six months ended June 30, 2025 for cash milestones collected on programs in advance of work performed along with additional work performed in advance of billings for the period.

Current wording

The increase in cash used in operating activities was driven by a $22.8 million decrease in cash from working capital related to increases in prepaid expenses and reductions from contract liabilities related to more work performed on programs during the nine months ended September 30, 2025 than cash milestones collected on programs.

Previous wording

The primary driver for the increase in cash used in investing activities relates to cash used for acquisitions of $6.6 million and an increase in capital investment of $25.5 million, primarily at Starlab, offset by a $24.0 million increase in government grant funding received.

Current wording

The primary driver for the increase in cash used in investing activities relates to cash used for acquisitions of $32.6 million, cash used for investments of $2.5 million, and an increase in capital investment of $43.8 million, primarily at Starlab, offset by a $12.1 million increase in government grant funding received.

Previous wording

The increase in cash provided by financing activities was driven by our IPO cash raised, net of underwriting and commissions of $409.4 million, and a $45.9 million and $78.9 million increase in Common stock and Series C fundraising, respectively, during the six months ended June 30, 2025 as compared to the period ended June 30, 2024. These increases were offset by the repayment of our 2024 Term Loan of $64.4 million and repayment of our Preferred B dividends of $27.6 million along with reduction in financing inflows of $27.5 million related to other financing costs during during the six months ended June 30, 2025 and other funds raised during the six months ended June 30, 2024 that didn't recur during the six months ended June 30, 2025.

Current wording

The increase in cash provided by financing activities was driven by our IPO cash raised, net of underwriting and commissions of $409.4 million, and a $45.9 million and $69.6 million increase in Common stock and Series C fundraising, respectively, during the nine months ended September 30, 2025 as compared to the period ended September 30, 2024. These increases were offset by the repayment of our 2024 Term Loan of $64.4 million and repayment of our Preferred B dividends of $27.6 million along with the increase in financing inflows of $6.5 million mostly related to other financing raises during the nine months ended September 30, 2025.

Previous wording

On May 30, 2025, we entered into a new senior secured revolving credit facility (the “Credit Facility”) with a syndicate of lenders, led by JP Morgan Chase Bank, N.A., providing for aggregate commitments of $200 million. The Credit Facility is intended to be used for working capital and other general corporate purposes. The Credit Facility has an initial maturity of four years from the closing date and includes an uncommitted accordion feature that permits the Company, subject to certain conditions, to request an increase in the aggregate commitments by up to an additional $150 million, for a total potential facility size of $350 million. Borrowings under the Credit Facility bear interest at a variable rate based on Adjusted Term SOFR plus an applicable margin. The applicable margin for borrowings ranges from 2.25% to 2.75%, depending on the Company’s consolidated liquidity levels, as defined in the agreement. In addition, the Company is required to pay an undrawn commitment fee ranging from 0.25% to 0.30% on the unused portion of the Credit Facility, also based on liquidity levels. The Credit Facility contains customary covenants, representations and warranties, and events of default, including, among others, restrictions on the incurrence of additional indebtedness, the creation of liens, certain fundamental changes, and certain restricted payments. The obligations under the Credit Facility are secured by substantially all of the Company’s and its domestic subsidiaries’ assets, with the exception of Starlab, subject to certain customary exceptions.

Current wording

On May 30, 2025, we entered into a new senior secured revolving credit facility (the “Credit Facility”) with a syndicate of lenders, led by JP Morgan Chase Bank, N.A., providing for aggregate commitments of $200 million. The Credit Facility is intended to be used for working capital and other general corporate purposes. The Credit Facility has an initial maturity of four years from the closing date and includes an uncommitted accordion feature that permits the Company, subject to certain conditions, to request an increase in the aggregate commitments by up to an additional $150 million, for a total potential facility size of $350 million. Borrowings under the Credit Facility bear interest at a variable rate based on Adjusted Term SOFR plus an applicable margin. The applicable margin for borrowings ranges from 2.25% to 2.75%, depending on the Company’s consolidated liquidity levels, as defined in the agreement. In addition, the Company is required to pay an undrawn commitment fee ranging from 0.25% to 0.30% on the unused portion of the Credit Facility, also based on liquidity levels. The Credit Facility contains customary covenants, representations and warranties, and events of default, including, among others, restrictions on the incurrence of additional indebtedness, the creation of liens, certain fundamental changes, and certain restricted payments. Covenants include financial covenants, such as a minimum liquidity amount as of the last day of each fiscal quarter and minimum consolidated revenue amounts over a trailing four quarter period. The obligations under the Credit Facility are secured by substantially all of the Company’s and its domestic subsidiaries’ assets, with the exception of Starlab, subject to certain customary exceptions.

Previous wording

As of June 30, 2025, we had no drawn amounts on the Credit Facility. During the quarter ended June 30, 2025, the Company used the Credit Facility to draw down $64.5 million and repay its outstanding Term Loan commitment. The withdrawn funds were repaid the same day to the Credit Facility. We currently have no indebtedness outstanding under the Credit Facility.

Current wording

As of September 30, 2025, we had no drawn amounts on the Credit Facility. During the quarter ended September 30, 2025, the Company did not withdraw funds under the Credit Facility. We currently have no indebtedness outstanding under the Credit Facility.