BOLLWERK AI: some red flags we spotted in VOYG most recent S-1 filings
Offer amount is ~$345.4M. Here’s a quick summary of some red flags we spotted in their most recent S-1 filings. 📝
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⚠️ Disclaimer: Just because we're posting this summary does not mean it's a smart idea to short any IPO, let alone in the current investing climate. In any case, here goes:
💸 Persistent and Widening Net Losses:
Net loss attributable to Voyager Technologies, Inc. was $62.1 million in 2024 (up from $25.4 million in 2023) and $26.9 million for Q1 2025 (up from $14.8 million in Q1 2024).
Loss before income taxes was $67.3 million in 2024 (up from $24.9 million in 2023).
Accumulated deficit stood at $308.1 million as of March 31, 2025.
💸 Negative and Worsening Cash Flow from Operations:
Cash used in operating activities was $25.5 million for the year ended Dec 31, 2024 (an increase from $15.4 million in 2023).
For Q1 2025, cash used was $14.4 million (worsening from $7.9 million in Q1 2024).
👑 Highly Concentrated Voting Control by CEO & Controlled Company Status:
Post-IPO, Dylan Taylor will control approximately 63.4% to 65.1% of the voting power (despite owning ~10.3% of capital stock) due to Class B common stock having 15 votes per share.
A single share of Class A Preferred Stock held by the CEO also grants votes equal to all other equity combined plus one.
This makes Voyager a "controlled company" under NYSE rules, allowing potential governance exemptions.
🚀 Starlab Project: Significant Funding Uncertainty, Execution Risks, Pre-Revenue Status, and High Costs:
Estimated cost $2.8-$3.3 billion. Currently pre-revenue.
Only $70.3 million of $217.5 million NASA grant funding remained as of March 31, 2025.
Significant execution risks (no prior experience, reliance on unproven SpaceX Starship).
Starlab segment reported $0 net sales (2023, 2024) with Segment Adjusted EBITDA swinging from 12.6M(2023)to(8.3M) (2024).
$90M non-cancelable launch service contract with potential $13.5M termination fee.
govt.US 🇺🇸 Heavy Reliance on U.S. Government Contracts and Funding:
Approximately 83.9% of revenues in 2024 (up from 68.7% in 2023) and 85.6% in Q1 2025 were derived from U.S. government contracts.
NASA represented 25.6% of revenue in 2024.
Starlab project is heavily dependent on NASA funding.
📈 Immediate and Substantial Shareholder Dilution (IPO & Future):
IPO price ($27.50 midpoint) is substantially higher than pro forma as adjusted net tangible book value ($6.60), resulting in immediate dilution of $20.90 per share.
Significant future dilution potential from "evergreen" provisions in equity plans (5% and 1% annual increases), $25.0M SMI Promissory Notes payable in equity, $10.1M 2024 Convertible Notes converting at a discount, and recent post-balance sheet equity issuances.
💸 Negative and Declining Adjusted EBITDA:
Adjusted EBITDA was (21.4)millionforQ12025(downfrom(7.2) million in Q1 2024).
For YE 2024, Adjusted EBITDA was $(30.0) million (down from $1.4 million in YE 2023).
Total Segment Adjusted EBITDA also declined from 17.0millionin2023to(3.4) million in 2024.
💸 Negative Free Cash Flow:
Free cash flow was (23.3)millionforQ12025and(53.3) million for YE 2024, indicating cash consumption after capital expenditures.
💸 High Cost of Debt, Refinancing Risk, and Significant Repayment Obligations:
$58.0M Term Loan (June 2024) bears high variable interest (WSJ Prime/8.50% + 1.25%) plus 2.50% PIK interest, with prepayment penalties.
Intends to repay with new Revolving Credit Facility.
Total future principal payments for term loan: $65.97M, with significant amounts due 2026-2028.
💸 Escalating Cumulative Dividends on Redeemable Preferred Stock:
Class A-1 Redeemable Preferred Stock accrues cumulative dividends (8% initial, rising to 16% annually).
Accrued dividends increased from $10.1M (2023) to $13.3M (2024).
Carrying value $93.5M at Dec 31, 2024.
These are preferential claims senior to common stock.
💸 Significant and Increasing Valuation Allowance Against Deferred Tax Assets:
Valuation allowance against DTA increased from $23.3 million (Dec 31, 2023) to $40.3 million (Dec 31, 2024), indicating it's more likely than not that these tax assets (from NOLs) will not be realized, suggesting doubts about future profitability.
💸 Potential for Future Stock Sales Post-Lock-Up to Depress Market Price:
Substantial number of shares (~45.5% of Class A covered by registration rights, plus 38,348,800 additional shares) become eligible for sale after 180-day lock-up, potentially causing price decline.
🚀 Invest with Caution! 🚀
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