Voyager Acquisition Corp. Files S-1/A Amendment

TL;DR

Voyager Acquisition Corp. (VYGR) filed an S-1/A. SPAC update.

AI Summary

Voyager Acquisition Corp. filed an S-1/A amendment on July 12, 2024, for its registration statement. The company, incorporated in the Cayman Islands, is a blank check company (SIC code 6770) with principal executive offices at 131 Concord Street, Brooklyn, NY. Winston & Strawn LLP is listed as its agent for service.

Why It Matters

This filing indicates an update to Voyager Acquisition Corp.'s registration, which is a step in its process to potentially acquire another company or pursue a business combination.

Risk Assessment

Risk Level: low — This is a routine S-1/A filing for a SPAC, not indicating immediate operational or financial risk.

Key Numbers

• 333-280305 — SEC File Number (Identifies the specific registration filing with the SEC.)
• 20240712 — Filing Date (The date this amendment to the S-1 registration was filed.)

Key Players & Entities

• Voyager Acquisition Corp. (company) — Registrant
• Cayman Islands (company) — Jurisdiction of incorporation
• 6770 (dollar_amount) — SIC Code for Blank Checks
• 131 Concord Street Brooklyn, NY 11201 (company) — Principal executive offices address
• Winston & Strawn LLP (company) — Agent for service and counsel
• Michael J. Blankenship (person) — Copy to contact at Winston & Strawn LLP
• Douglas S. Ellenoff (person) — Copy to contact
• Stuart Neu (person) — Copy to contact

FAQ

Key Financial Figures

• $261,000,000 — CT TO COMPLETION, DATED JULY 12, 2024 $261,000,000 Voyager Acquisition Corp. 26,100,00
• $10.00 — ies. Each unit has an offering price of $10.00 and consists of one Class A ordinary sh
• $11.50 — ne Class A ordinary share at a price of $11.50 per share, subject to adjustment as des
• $1.00 — ivate placement warrants, at a price of $1.00 per warrant, for an aggregate purchase
• $7,220,000 — ant, for an aggregate purchase price of $7,220,000, in a private placement that will close
• $4,010,000 — rrants at a price of $1.00 per warrant ($4,010,000 in the aggregate) in a private placemen
• $295,399,800 — ing up to an aggregate of approximately $295,399,800 of the units in this offering at the of
• $0.20 — 9.35 $ 244,035,000 (1) Includes $0.20 per unit sold in the base offering, or
• $5,220,000 — per unit sold in the base offering, or $5,220,000 in the aggregate, is payable upon the c
• $0.45 — the closing of this offering. Includes $0.45 per unit sold in the base offering and
• $0.65 — per unit sold in the base offering and $0.65 per unit on units sold pursuant to the
• $11,745,000 — ptions to purchase additional units, or $11,745,000 in the aggregate or up to $14,289,750 i
• $14,289,750 — r $11,745,000 in the aggregate or up to $14,289,750 in the aggregate if the underwriters&rs
• $300,150,000 — ed in this prospectus, $261,000,000, or $300,150,000 if the underwriters’ over-allotme
• $100,000 — drawn to pay our income taxes and up to $100,000 of interest to pay dissolution expenses

Filing Documents

• voyageracq_s1a1.htm (S-1/A) — 1773KB
• voyageracq_ex1-1.htm (EX-1.1) — 249KB
• voyageracq_ex5-1.htm (EX-5.1) — 12KB
• voyageracq_ex5-2.htm (EX-5.2) — 54KB
• voyageracq_ex10-1.htm (EX-10.1) — 50KB
• voyageracq_ex10-2.htm (EX-10.2) — 93KB
• voyageracq_ex10-11.htm (EX-10.11) — 44KB
• voyageracq_ex23-3.htm (EX-23.3) — 2KB
• ex5-2_001.jpg (GRAPHIC) — 3KB
• 0001829126-24-004761.txt ( ) — 2281KB

RISK FACTORS

RISK FACTORS 31 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 77

USE OF PROCEEDS

USE OF PROCEEDS 78 DIVIDEND POLICY 81

DILUTION

DILUTION 82 CAPITALIZATION 84 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 85 PROPOSED BUSINESS 91 MANAGEMENT 115 PRINCIPAL SHAREHOLDERS 126 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 130

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES 132 TAXATION 153

UNDERWRITING

UNDERWRITING 165 LEGAL MATTERS 176 EXPERTS 176 WHERE YOU CAN FIND ADDITIONAL INFORMATION 176 We are responsible for the information contained in this prospectus. We have not authorized anyone to provide you with different information, and we take no responsibility for any other information others may give to you. We are not, and the underwriters are not, making an offer to sell securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus. i Table of Contents trademarks This prospectus contains references to trademarks and service marks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the ® or ™ symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies. ii Table of Contents summary This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under “Risk Factors” and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: “amended and restated memorandum and articles of association” refers to the amended and restated memorandum and articles of associati

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