Voyager Technologies, Inc./DE

On November 20, 2025, in connection with the sale of the Option Notes, the Company entered into privately negotiated capped call transactions (collectively, the “Additional Capped Call Transactions”) with certain of the initial purchasers or their affiliates and certain other financial institutions (collectively, the “Option Counterparties”). The Additional Capped Call Transactions cover, subject to customary anti-dilution adjustments, the aggregate number of shares of the Company’s Class A common stock that initially underlie the Option Notes, and are expected generally to reduce potential dilution to the Company’s Class A common stock upon any conversion of Option Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted Option Notes, as the case may be, with such reduction and/or offset subject to a cap, based on the cap price of the Additional Capped Call Transactions. The cap price of the Additional Capped Call Transactions is initially approximately $59.58 per share (subject to adjustment under the terms of the Additional Capped Call Transactions), which represents a premium of approximately 150.0% over the last reported sale price of the Company’s Class A common stock on November 6, 2025. The cost of the Additional Capped Call Transactions was approximately $3.6 million.

The above description of the Additional Capped Call Transactions is a summary and is not complete. A copy of the form of confirmation for the Additional Capped Call Transactions was filed as Exhibit 10.1 to the Prior 8-K, and the above summary is qualified by reference to the terms of the form of confirmation set forth in such exhibit.