PRE14A - 2026

PRE 14A 1 pre14a-2026.htm PRE 14A PRE14A - 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________________________________________________

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

(Amendment No.)

_______________________________________________________________________

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:


☒			Preliminary Proxy Statement
☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material Under §240.14a-12

_______________________________________________________________________

VOYAGER TECHNOLOGIES, INC.
_______________________________________________________________________

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒

No fee required.

☐

Fee paid previously with preliminary materials.

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

1225 17th Street, Suite 1100
Denver, CO 80202

Notice of Annual Meeting of Stockholders

To be Held on May 29, 2026

To Our Stockholders:

The 2026 annual meeting of stockholders ("Annual Meeting") of Voyager Technologies, Inc. (the "Company"), will be held virtually on May 29, 2026 at 10:00 a.m. Mountain Time. You will be able to attend the Annual Meeting online and submit your questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/VOYG2026. You will also be able to submit questions in advance of the Annual Meeting by logging in to www.proxyvote.com using the 16-digit control number included on your proxy card or on the voting instruction form accompanying these proxy materials. You will not be able to attend the Annual Meeting in person.

The Annual Meeting will be held for the following purposes:

1.To elect the three nominees identified in the accompanying proxy statement to serve as Class I directors until the 2029 Annual Meeting of Stockholders and until their successors are duly elected and qualified;

2.To ratify the appointment of PricewaterhouseCoopers ("PwC") as our independent registered public accounting firm for the fiscal year ending December 31, 2026;

3.To approve the redomestication of the Company from Delaware to Texas by conversion ("Proposal 3"); and

4.To approve an adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Annual Meeting to approve Proposal 3.

You can vote at the Annual Meeting online or by proxy if you were a stockholder of record at the close of business on April 1, 2026. You may revoke your proxy at any time prior to its exercise at the Annual Meeting.

We are electronically disseminating Annual Meeting materials to our stockholders, as permitted under the "Notice and Access" rules approved by the Securities and Exchange Commission. The Notice of Internet Availability contains instructions on how to access our Proxy Statement and Annual Report and vote online. If you would like to receive a printed copy of our proxy materials instead of downloading a printable version from the Internet, please follow the instructions for requesting such materials included in the notice, as well as in the attached Proxy Statement.

Your vote is important. Whether or not you plan to virtually attend the Annual Meeting, please ensure that your shares are voted during the Annual Meeting by signing and returning a proxy card if you receive a paper copy of the proxy materials or by using our Internet or telephonic voting system. Even if you have voted by proxy, you may still vote online if you attend the virtual Annual Meeting. Please note, however, that if your shares are held on your behalf by a brokerage firm, bank, or other nominee, and you wish to vote at the Annual Meeting, you must obtain a proxy issued in your name from that brokerage firm, bank or other nominee.

By Order of the Board of Directors,

Margaret Vernal
Chief Legal Officer, General Counsel and Secretary
April [ ], 2026

TABLE OF CONTENTS


			Page
Questions and Answers About the Annual Meeting			3
Proposal No. 1 - Election of Directors			9
Director Biographies			10
Executive Officers			13
Corporate Governance			14
Corporate Governance Guidelines			14
Code of Business Conduct and Ethics			14
Director Independence			14
Risk Oversight			14
Communication with Directors			15
Board Qualifications			14
Director Nominations			15
Board Leadership Structure			15
Board Meetings and Committees			16
Director Compensation			18
Director Compensation Table			18
Security Ownership of Certain Beneficial Owners and Management			20
Directors and Officers			20
Anti-Hedging Policy			23
Executive Compensation			24
Summary Compensation Table			24
Outstanding Equity Awards at Fiscal Year-End			27
Employment Agreements			28
Equity Compensation Plan Information			30
Certain Relationships and Related Person Transactions			31
Proposal No. 2 - Ratification of Appointment of Independent Registered Public Accounting Firm			33
Pre-Approval Policies and Procedures			32
Proposal No. 3 - Approval of Redomestication of the Company from Delaware to Texas			32
Audit Committee Report			62
Proposal No. 4 - Approval of an Adjournment of the Annual Meeting			61
Annual Report on Form 10-K			63
Other Business			64
Annex A – Texas Redomestication Resolution			A-1
Annex B – Texas Certificate of Formation			B-1
Annex C – Texas Bylaws			C-1
Annex D – Plan of Conversion			D-1
Annex E – Delaware Amended and Restated Certificate of Incorporation			E-1
Annex F – Delaware Amended and Restated Bylaws			F-1

Proxy Statement

This proxy statement (the “Proxy Statement”) is being furnished in connection with the solicitation by the Board of Directors (the “Board of Directors or the “Board”) of Voyager Technologies, Inc. (the “Company” or “Voyager”) of proxies to be voted at our Annual Meeting of Stockholders to be held on May 29, 2026 (the “Annual Meeting”), at 10:00 a.m., Mountain Time, and at any continuation, adjournment or postponement of the Annual Meeting. The Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast. You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/VOYG2026 and entering your 16-digit control number included in your Notice of Internet Availability of Proxy Materials, on your proxy card or on the instructions that accompanied your proxy materials. This Proxy Statement and the Company’s Annual Report to Stockholders for the fiscal year ended December 31, 2025 (the “Annual Report”) is first being distributed or made available to stockholders on or about April [ ], 2026.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 29, 2026

This Proxy Statement and our Annual Report are available at http://www.proxyvote.com

Questions and Answers About the Annual Meeting

What are proxy materials?

As a stockholder, you are invited to attend the Annual Meeting and are requested to vote on the items of business described in this Proxy Statement. A proxy statement is a document that includes information that we are required to provide to you under the rules of the U.S. Securities and Exchange Commission (the "SEC") and is designed to assist you in voting your shares at the Annual Meeting.

Why am I receiving these materials?

The Board of Directors is making these proxy materials available to you on the Internet or, upon your request, by delivering printed versions of these materials to you by mail, in connection with the solicitation of proxies for use at our Annual Meeting, or at any continuation, adjournment or postponement of the Annual Meeting. The Annual Meeting will occur on May 29, 2026 at 10:00 a.m. Mountain Time.

What is included in these materials?

As permitted by SEC rules, Voyager is making this Proxy Statement and its Annual Report available to its stockholders electronically via the Internet. If you received a Notice of Internet Availability of Proxy Materials (the “Internet Notice”) containing instructions on how to access this Proxy Statement and our Annual Report and vote online, you will not receive a printed copy of the proxy materials unless you specifically request them. Instead, the Internet Notice instructs you on how to access and review all of the important information contained in the Proxy Statement and Annual Report. The Internet Notice also instructs you on how you may submit your proxy over the Internet. If you receive an Internet Notice and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials contained on the Internet Notice. If you received printed copies of our proxy materials, instructions regarding how you can vote are contained on the proxy card included in the materials.

These materials include this Proxy Statement for the Annual Meeting and our Annual Report to Stockholders, which includes our Annual Report on Form 10-K for the year ended December 31, 2025. We are first making these materials available to you on the Internet on or about April [ ], 2026.


2026 PROXY STATEMENT			3

What is the purpose of the Annual Meeting?

For stockholders to vote on the following proposals:

1.To elect Gabe Finke, Marian Joh and Matthew Kuta as Class I directors for three-year terms that expire at the 2029 annual meeting of stockholders and until their successors have been duly elected and qualified;

2.To ratify the appointment of PricewaterhouseCoopers LLP ("PwC") as our independent registered public accounting firm for the fiscal year ending December 31, 2026;

3.To approve the redomestication of the Company from Delaware to Texas ("Proposal 3"); and

4.To approve an adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Annual Meeting to approve Proposal 3.

How does the Board of Directors recommend I vote on these proposals?

The Board recommends that you vote:

•"FOR" the election of Gabe Finke, Marian Joh and Matthew Kuta as Class I directors;

•"FOR" the ratification of the appointment of PwC as our independent registered public accounting firm for the fiscal year ending December 31, 2026;

•"FOR" the redomestication of the Company from Delaware to Texas; and

•"FOR" the adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Annual Meeting to approve Proposal 3.

Who is entitled to vote at the Annual Meeting?

Holders of our Class A common stock, par value $0.0001 per share (the "Class A Common Stock") and holders of our Class B common stock, par value $0.0001 per share (the "Class B Common Stock" and, together with the Class A Common Stock, the "Common Stock") as of the close of business on April 1, 2026, the record date, may vote at the Annual Meeting. As of the record date, there were 53,389,837 shares of our Class A Common Stock and 5,758,566 shares of our Class B Common Stock outstanding. Each share of Class A Common Stock is entitled to one vote, and each share of Class B Common Stock is entitled to fifteen votes. Holders of our Class A Common Stock and Class B Common Stock will vote as a single class on all matters described in this Proxy Statement.

Why Are We Having a Virtual Only Meeting?

We will hold the Annual Meeting in a virtual-only format, which will be conducted over the Internet via live webcast. In addition, we anticipate that we will continue to hold our annual meetings using a virtual-only format in future years, as we have found that a virtual format allows greater shareholder participation, decreases the costs of holding the meeting, and is more environmentally friendly. We intend to hold our virtual annual meetings in a manner that affords you the same general rights and opportunities to participate as you would have at an in-person meeting.

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

If your shares are registered directly in your name with our transfer agent, Equiniti, you are considered the stockholder of record with respect to those shares, and the Internet Notice was sent directly to you by us. As a stockholder of record, you may vote your shares at the Annual Meeting or by proxy as described below.

If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the "beneficial owner" of shares held in “street name.” If your shares are held in street name, these proxy materials, along with a voting instruction form if you received printed copies of our proxy materials, are being forwarded to you by your broker, bank or other nominee who is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your bank, broker or other nominee on how to vote your shares by following their instructions for voting. If your shares are held in street name, you may not vote your shares online at the Annual Meeting, unless you obtain a legal proxy from the bank, broker or nominee that holds your shares.


4			Voyager Technologies, Inc.

How can I vote my shares?

If you are a stockholder of record, you may vote:

•Via the Internet. You may vote by proxy via the Internet by following the instructions found on the Internet Notice or, if you receive printed proxy materials, the proxy card.

•By Telephone. You may vote by proxy by calling the toll-free number found on the Internet Notice or, if you receive printed proxy materials, the proxy card.

•By Mail. You may vote by proxy by filling out the proxy card and returning it in the envelope provided.

•Electronically During the Meeting. You may vote online during the virtual Annual Meeting by visiting www.virtualshareholdermeeting.com/VOYG2026 and following the instructions. If you attend the meeting online, you will need the 16-digit control number included on your Internet Notice or, if you receive printed proxy materials, the proxy card.

Internet and telephone voting will be available 24 hours a day and will close at 11:59 p.m. Eastern Time on May 28, 2026.

If you are a beneficial owner of shares held in street name, you should have received from your bank, broker or other nominee instructions on how to vote or instruct the broker to vote your shares, which are generally contained in a "voting instruction form" sent by the broker, bank or other nominee. Please follow their instructions carefully. Beneficial owners generally may vote:

•Via the Internet. You may vote by proxy via the Internet by following the instructions on the voting instruction form or other information provided to you by your broker, bank or other nominee.

•By Telephone. You may vote by proxy by calling the toll-free number found on the voting instruction form or other information provided to you by your broker, bank or other nominee.

•By Mail. You may vote by proxy by filling out the voting instruction form and returning it in the envelope provided to you by your broker, bank or other nominee.

•Electronically During the Meeting. You must follow the instructions of your bank, broker or other nominee in order for your shares to be voted at the Annual Meeting.

If you receive more than one Notice of Internet Availability of Proxy Materials or proxy card, then you hold shares of Voyager common stock in more than one account. You should vote via the Internet, by telephone or by mail for all shares held in each of your accounts.

What is “householding”?

The SEC’s rules permit us to deliver a single set of proxy materials to one address shared by two or more of our stockholders. This delivery method is referred to as “householding” and can result in significant cost savings. To take advantage of this opportunity, we have delivered only one set of proxy materials to multiple stockholders who share an address, unless we received contrary instructions from the impacted stockholders prior to the mailing date. We agree to deliver promptly, upon written or oral request, a separate copy of the proxy materials, as requested, to any stockholder at the shared address to which a single copy of those documents was delivered. If you prefer to receive separate copies of the proxy materials, contact Broadridge Financial Solutions, Inc. at 1-866-540-7095 or in writing at Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York 11717. If you are currently a stockholder sharing an address with another stockholder and wish to receive only one copy of future proxy materials for your household, please contact Broadridge at the above phone number or address.

If I submit a proxy, how will it be voted?

When proxies are properly signed, dated and returned, the shares represented by the proxies will be voted in accordance with the instructions of the stockholder. If properly signed, dated and returned but no specific instructions are given, you give authority to vote your shares in accordance with the recommendations of our Board as described above. If any director nominee is not able to serve, proxies may be voted for a substitute nominee, unless our Board chooses to reduce the number of directors serving on our Board. If any matters not described in this Proxy Statement are properly presented at the Annual Meeting, then the proxy holders will use their own judgment to determine how to vote your shares. If the Annual Meeting is continued, postponed or adjourned, the proxy holders can vote your shares on the new meeting date as well, unless you have revoked your proxy.


2026 PROXY STATEMENT			5

Can I change my vote or revoke my proxy?

Yes. If you are a stockholder of record, you can change your vote or revoke your proxy by:

•Written notice to our Corporate Secretary at our corporate office, provided such statement is received no later than May 28, 2026;

•Voting again by Internet or telephone at a later time before the closing of those voting facilities at 11:59 p.m., Eastern time, on May 28, 2026; or

•Voting during the Annual Meeting.

Your most recent proxy card or Internet or telephone proxy is the one that is counted. Your attendance at the Annual Meeting by itself will not revoke your proxy unless you give written notice of revocation to the Corporate Secretary before your proxy is voted or you vote online at the Annual Meeting.

If you are a beneficial owner of shares held in street name, you should follow the instructions of your bank, broker or other nominee to change or revoke your voting instructions.

What constitutes a quorum at the Annual Meeting?

A quorum must be present at the Annual Meeting for any business to be conducted. The presence, in person or by remote communication, if applicable, or represented by proxy, of the holders of a majority in voting power of the shares of our Common Stock issued and outstanding and entitled to vote on the Record Date will constitute a quorum at the Annual Meeting. Abstentions, withhold votes and broker non-votes are considered "shares present" for the purpose of determining whether a quorum exists, but will not be considered votes cast at the Annual Meeting.

What if a quorum is not present at the Annual Meeting?

If a quorum is not present at the scheduled time of the Annual Meeting, (i) the chairperson of the Annual Meeting or (ii) a majority in voting power of the stockholders entitled to vote at the Annual Meeting, present by remote communication, or represented by proxy, may adjourn the Annual Meeting until a quorum is present or represented.

Abstentions and withhold votes are counted as "shares present" at the Annual Meeting for purposes of determining whether a quorum exists. Proxies submitted by banks, brokers or other holders of record holding shares for you as a beneficial owner that do not indicate a vote for some of or all the proposals because that holder does not have voting authority and has not received voting instructions from you (so-called "broker non-votes") are also considered "shares present" for purposes of determining whether a quorum exists. If you are a beneficial owner, these holders are permitted to vote your shares on the ratification of the appointment of our independent registered public accounting firm, even if they do not receive voting instructions from you.


6			Voyager Technologies, Inc.

What is the voting requirement to approve each of the proposals?

Provided that there is a quorum, the voting requirements are as follows:

Proposal

Vote Required for Approval

Voting Options

Impact of
“Withhold” or “Abstain” Votes

Impact of Broker Non-Votes

Proposal No. 1: Election of Class I Directors

The plurality of the votes cast. This means that the three nominees receiving the highest number of affirmative “FOR” votes will be elected as Class I directors.

“FOR ALL”

“WITHHOLD ALL”

“FOR ALL EXCEPT”

None

None(1)

Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2026

The majority of the votes cast (excluding abstentions and broker non-votes).

“FOR”

“AGAINST”

“ABSTAIN”

None(2)

None(3)

Proposal No. 3: Redomestication of the Company from Delaware to Texas

The affirmative vote of a majority of the outstanding voting power of our Common Stock entitled to vote on this proposal.

“FOR”

“AGAINST”

“ABSTAIN”

Against(2)

Against(1)

Proposal No. 4: Adjournment of Annual Meeting, if necessary, to solicit additional proxies for Proposal 3

The majority of the votes cast (excluding abstentions and broker non-votes).

“FOR”
“AGAINST”
“ABSTAIN”

None(2)

None(1)

________________

(1)As this proposal is not considered a routine matter, brokers lack authority to exercise their discretion to vote uninstructed shares on this proposal, and broker non-votes will have no effect on this proposal.

(2)A vote marked as an “Abstention” is not considered a vote cast and will, therefore, not affect the outcome of this proposal.

(3)As this proposal is considered a routine matter, brokers are permitted to exercise their discretion to vote uninstructed shares on this proposal. As a result, we do not expect any broker non-votes on this proposal.

What is a broker non-vote?

A “broker non-vote” occurs when shares held by a broker in “street name” for a beneficial owner are not voted with respect to a proposal because (1) the broker has not received voting instructions from the stockholder who beneficially owns the shares and (2) the broker lacks the authority to vote the shares at their discretion. Proposals No. 1, No. 3 and No. 4 are considered non-discretionary matters, and a broker will lack the authority to vote uninstructed shares at their discretion on such proposals. Proposal No. 2 is considered a discretionary matter, and a broker will be permitted to exercise its discretion to vote uninstructed shares on this proposal and, as a result, we do not expect any broker non-votes on Proposal No. 2. Therefore, in order for your voice to be heard, it is important that you vote.

Will there be a question and answer session during the Annual Meeting?

As part of the Annual Meeting, we will hold a live Q&A session, during which we intend to answer questions submitted online during or prior to the meeting that are pertinent to the Company and the meeting matters, as time permits. Only stockholders that have accessed the Annual Meeting as a stockholder (rather than a “Guest”) by following the procedures outlined above in “Who is entitled to vote at the Annual Meeting?” will be permitted to submit questions during the Annual Meeting. Each stockholder is limited to no more than two questions. Questions should be succinct and only cover a single topic. We will not address questions that are, among other things:

•irrelevant to the business of the Company or to the business of the Annual Meeting;

•related to material non-public information of the Company, including the status or results of our business since our most recent public disclosure;

•related to any pending, threatened or ongoing litigation;

•related to personal grievances;

•derogatory references to individuals or that are otherwise in bad taste;

•substantially repetitious of questions already made by another stockholder;


2026 PROXY STATEMENT			7

•in excess of the two question limit;

•in furtherance of the stockholder’s personal or business interests; or

•out of order or not otherwise suitable for the conduct of the Annual Meeting as determined by the Chair or Secretary in their reasonable judgment.

Additional information regarding the Q&A session will be available in the “Rules of Conduct” available on the Annual Meeting webpage for stockholders that have accessed the Annual Meeting as a stockholder (rather than a “Guest”) by following the procedures outlined above.

Who pays for the cost of this proxy solicitation?

We will pay all the costs of preparing, mailing and soliciting the proxies. We will ask brokers, banks, voting trustees and other nominees and fiduciaries to forward the proxy materials to the beneficial owners of our Common Stock and to obtain the authority to execute proxies. We will reimburse them for their reasonable expenses upon request. In addition to mailing proxy materials, our directors, officers and employees may solicit proxies by telephone or otherwise. These individuals will not be specially compensated.

Will any other business be conducted at the Annual Meeting?

We know of no other business that will be presented at the Annual Meeting. If any other matter properly comes before the stockholders for a vote at the Annual Meeting, however, the proxy holders named on the Company’s proxy card will vote your shares in their discretion.

Where can I find the voting results of the Annual Meeting?

We will announce preliminary voting results at the Annual Meeting. We also will disclose voting results on a Current Report on Form 8-K that we will file with the Securities and Exchange Commission, or SEC, within four business days after the Annual Meeting.

Why did I receive a Notice of Internet Availability of Proxy Materials rather than a full set of proxy materials?

In accordance with the SEC rules, we have elected to furnish our proxy materials, including this Proxy Statement and the Annual Report, primarily via the Internet rather than by mailing the materials to stockholders. The Notice of Internet Availability of Proxy Materials provides instructions on how to access our proxy materials on the Internet, how to vote, and how to request printed copies of the proxy materials. Stockholders may request to receive future proxy materials in printed form by following the instructions contained in the Notice of Internet Availability of Proxy Materials. We encourage stockholders to take advantage of the proxy materials on the Internet to reduce the costs and environmental impact of our Annual Meeting.

How can I obtain Voyager's Form 10-K and other financial information?

Stockholders can access our 2025 Annual Report, which includes our Form 10-K, and other financial information, on our website at www.voyagertechnologies.com under the caption "Investors." Alternatively, stockholders can request a paper copy of the Annual Report by writing to: Voyager Technologies Inc., 1225 17th Street, Suite 1100, Denver, CO 80202, Attention: Corporate Secretary.

You also may access this proxy statement and our Annual Report on Form 10-K at www.proxyvote.com.

WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING ONLINE, WE URGE YOU TO VOTE YOUR SHARES VIA THE TOLL-FREE TELEPHONE NUMBER OR OVER THE INTERNET, AS DESCRIBED IN THIS PROXY STATEMENT. IF YOU RECEIVED A COPY OF THE PROXY CARD BY MAIL, YOU MAY SIGN, DATE AND MAIL THE PROXY CARD IN THE ENCLOSED RETURN ENVELOPE. PROMPTLY VOTING YOUR SHARES WILL ENSURE THE PRESENCE OF A QUORUM AT THE ANNUAL MEETING AND WILL SAVE US THE EXPENSE OF FURTHER SOLICITATION.

By Order of the Board of Directors

Margaret Vernal

Chief Legal Officer, General Counsel and Secretary

Denver, Colorado

April [ ], 2026

SEC Form PRE 14A filed by Voyager Technologies Inc.