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                                                            April 3, 2025

Dylan Taylor
Chief Executive Officer
Voyager Technologies, Inc.
1225 17th Street, Suite 1100
Denver, Colorado 80202

       Re: Voyager Technologies, Inc.
           Amendment No. 1 to Draft Registration Statement on Form S-1
           Submitted March 20, 2025
           CIK No. 0001788060
Dear Dylan Taylor:

     We have reviewed your amended draft registration statement and have the
following
comments.

       Please respond to this letter by providing the requested information and
either
submitting an amended draft registration statement or publicly filing your
registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing the information you provide in response to this letter
and your
amended draft registration statement or filed registration statement, we may
have additional
comments. Unless we note otherwise, any references to prior comments are to
comments in
our February 14, 2025 letter.

Amendment No. 1 to Draft Registration Statement on Form S-1 submitted March 20,
2025
Prospectus Summary, page 6

1.     We note your response to prior comment 5. Please revise the disclosure
in the
       graphics on page 8 to clarify the reference to "DIU."
Voyager is Driven by Innovation at Scale, page 11

2.     We note your response to prior comment 4. Please disclose the basis for
the reference
       on pages 11 and 115 to "more than three decades of technology
development and
       spaceflight heritage."
 April 3, 2025
Page 2

Summary Consolidated Financial and Other Data
Key Performance Indicators and Non-GAAP Financial Measures, page 33

3.     We note your reconciliation of Adjusted EBITDA for the year ended
December 31,
       2024 includes a non-GAAP adjustment that eliminates expenses related to
Non-cash
       services. It is not clear to us what services these expenses relate to
or why you believe
       excluding them from a non-GAAP performance measure, based on the nature
of the
       consideration used to pay them, is appropriate. Please eliminate this
non-GAAP
       adjustment or more fully explain how and why you believe it is
appropriate and
       complies with Question 100.01 of the SEC Staff's Compliance & Disclosure
       Interpretations on Non-GAAP Financial Measures. Although Question 100.01
       provides one example of a normal, recurring, cash operating expense
necessary to
       operate a company   s business, please be advised that does not imply
that if an expense
       is not paid in cash eliminating it from a non-GAAP performance would be
       appropriate.
4.     We note in addition to presenting Adjusted EBITDA you now present a
non-GAAP
       financial measure you identify as Adjusted EBITDA excluding Starlab
Space Stations
       in which you eliminate adjusted EBITDA related to the Starlab reportable
segment
       from Adjusted EBITDA. It is not clear to us why you present this measure
or why you
       believe it is useful to investor. It is also not clear to us why you
believe it is
       appropriate to present a non-GAAP financial measure that essentially
excludes the
       results of a VIE you are required to consolidate because you are the
primary
       beneficiary. Please eliminate this measure or explain how and why you
believe it is
       appropriate and complies with Question 100.04 of the SEC Staff's
Compliance
       & Disclosure Interpretations on Non-GAAP Financial Measures.
5.     We note you now present a non-GAAP financial measure you identify as
Innovation
       Spend. It is not clear to us what this measure represents or why you
believe it is useful
       to investors. It is also not clear to us what the two non-GAAP
adjustments identified
       as Other capitalized research and development under Section 174 and
Other
       innovation spend actually represent and if or how they are recorded in
your GAAP
       financial statements. In addition, similar to your presentation of
adjusted EBITDA, we
       note you present this non-GAAP measure excluding Starlab Space Stations.
Please
       more fully explain what these measures represent and specifically
address how you
       use them to evaluate the performance of your business and the
effectiveness of your
       strategies as well why you believe they comply with Question 100.04 of
the SEC
       Staff's Compliance & Disclosure Interpretations on Non-GAAP Financial
Measures.
Consolidated Financial Statements
4. Acquisitions
Consolidated Variable Interest Entity, page F-21

6.     Although the VIE may meet the definition of a business and may have
issued voting
       equity interests, please clarify whether the VIE's assets can be used
for purposes other
       than the settlement of the VIE's obligations. If they cannot, please
provide all the
       disclosures required by ASC 810-10-45-25, ASC 810-10-50-2A, and ASC
810-10-50-
       3.
 April 3, 2025
Page 3

17. Segment Reporting, page F-35

7.     Please confirm the Other Segment Expenses do not represent significant
segment
       expenses categories pursuant to ASC 280-10-50-26A and instead represent
other
       segment items pursuant to ASC 280-10-5-26B; otherwise, please tell us
what
       consideration you gave to expanding the table to include quantified
disclosure, by
       reportable segment, of cost of sales, research and development, selling,
general, and
       administrative and other income or expense items based on the disclosure
in footnote
       (1). Please also clarify how you comply with the requirement of ASC
280-10-50-26C
       to explain the nature of the expense information the CODM uses to manage
       operations, given the apparent lack of significant segment expense
categories.

Exhibits

8.     Please continue to file as exhibits material contracts required by Item
601(b)(10) of
       Regulation S-K. For example, we note the new disclosure on page 8 that
in 2023 the
       company was awarded a $900 million ceiling IDIQ contract by the Air
Force Life
       Cycle Management Center   s Architecture and Integration Directorate.
        Please contact Charles Eastman at 202-551-3794 or Anne McConnell at
202-551-
3709 if you have questions regarding comments on the financial statements and
related
matters. Please contact Thomas Jones at 202-551-3602 or Erin Purnell at
202-551-3454 with
any other questions.



                                                            Sincerely,

                                                            Division of
Corporation Finance
                                                            Office of
Manufacturing
cc:   Michael Benjamin
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