Voyager Technologies, Inc. (NYSE: VOYG) has priced an offering of $350 million in aggregate principal amount of 0% convertible senior notes due 2032, according to a company statement.

The notes, offered privately to qualified institutional buyers under Rule 144A, are scheduled to settle on September 28, 2026. Voyager also granted initial purchasers an option to buy up to an additional $52.5 million in notes within 13 calendar days of issuance.

The notes carry no regular interest and mature on October 15, 2032. The initial conversion rate is 24.4978 shares of Class A common stock per $1,000 principal amount, representing a conversion price of approximately $40.82 per share — a 30% premium over the September 23, 2026 closing price of $31.40.

Voyager estimates net proceeds of approximately $340.4 million, or up to $391.6 million if the overallotment option is fully exercised. The company said it plans to use approximately $45.7 million of proceeds to fund capped call transactions, with the remainder allocated to general corporate purposes, including organic growth and potential acquisitions.

The capped call transactions carry an initial cap price of $78.50 per share, representing a 150% premium over the September 23, 2026 closing price. The capped calls are intended to reduce potential dilution to Class A common stock upon conversion of the notes.

The notes are redeemable at Voyager's option on or after October 21, 2030, subject to the stock price exceeding 130% of the conversion price for a specified period. Noteholders may require repurchase at par upon a fundamental change event.

The notes and any shares issuable upon conversion have not been registered under the Securities Act of 1933 and may not be offered or sold absent an applicable exemption.