Voyager Acquisition Corp.(VACH) - 2025 Q1 - Quarterly Report

PART I - FINANCIAL INFORMATION Item 1. Interim Financial Statements Presents unaudited condensed financial statements for Voyager Acquisition Corp., including balance sheets, operations, equity changes, and cash flows, with notes for Q1 2025 and FY 2024 Condensed Balance Sheets Condensed Balance Sheet Highlights | Metric | March 31, 2025 (Unaudited) | December 31, 2024 | | :--------------------------------- | :------------------------- | :---------------- | | Cash | $445,492 | $668,285 | | Investments and cash held in Trust Account | $261,791,386 | $259,099,778 | | Total Assets | $262,292,443 | $259,812,091 | | Total Current Liabilities | $86,174 | $38,967 | | Total Liabilities | $12,131,174 | $12,083,967 | | Class A ordinary shares subject to possible redemption | $261,791,386 | $259,099,778 | | Accumulated deficit | $(11,630,750) | $(11,372,287) | | Total shareholders' deficit | $(11,630,117) | $(11,371,654) | Condensed Statements of Operations (Unaudited) Condensed Statements of Operations Highlights | Metric | Three months ended March 31, 2025 | Three months ended March 31, 2024 | | :--------------------------------------- | :-------------------------------- | :-------------------------------- | | General and administrative expenses | $265,009 | $52,040 | | Loss from operations | $(265,009) | $(52,040) | | Interest income | $6,546 | $- | | Income from investments held in Trust Account | $2,691,608 | $- | | Total other income | $2,698,154 | $- | | Net income (loss) | $2,433,145 | $(52,040) | | Basic and diluted net income (loss) per ordinary share, Class A Redeemable ordinary shares | $0.08 | $- | | Basic net income (loss) per ordinary share, Class B ordinary shares | $0.08 | $(0.01) | Condensed Statements of Changes in Shareholders' Deficit (Unaudited) Changes in Shareholders' Deficit | Metric | Balance – December 31, 2024 | Accretion for Class A ordinary shares subject to redemption amount | Net income | Balance – March 31, 2025 | | :--------------------------------- | :-------------------------- | :------------------------------------------------- | :--------- | :----------------------- | | Total shareholders' deficit | $(11,371,654) | $(2,691,608) | $2,433,145 | $(11,630,117) | - The company's accumulated deficit increased from $(11,372,287) at December 31, 2024, to $(11,630,750) at March 31, 2025, primarily due to accretion for Class A ordinary shares subject to redemption amount, partially offset by net income[23] Condensed Statements of Cash Flows (Unaudited) Condensed Statements of Cash Flows Highlights | Metric | Three months ended March 31, 2025 | Three months ended March 31, 2024 | | :--------------------------------------- | :-------------------------------- | :-------------------------------- | | Net income (loss) | $2,433,145 | $(52,040) | | Income from investments held in trust account | $(2,691,608) | $- | | Net cash used in operating activities | $(222,793) | $- | | Net cash provided by financing activities | $- | $25,000 | | Net (decrease) increase in cash | $(222,793) | $25,000 | | Cash – end of the period | $445,492 | $25,000 | Notes to the Condensed Financial Statements (Unaudited) Details condensed financial statements, covering business, accounting policies, IPO, related parties, commitments, and subsequent events NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Voyager Acquisition Corp., a blank check company, completed its IPO on August 8, 2024, with proceeds largely held in a Trust Account for business combinations - Voyager Acquisition Corp. is a blank check company (SPAC) incorporated on December 19, 2023, with the sole purpose of effecting a business combination[30] - The company completed its Initial Public Offering (IPO) on August 8, 2024, issuing 25,300,000 Units at $10.00 per unit, generating gross proceeds of $253,000,000[32] - Simultaneously with the IPO, a private placement of 7,665,000 warrants was completed at $1.00 per warrant, generating $7,665,000 in gross proceeds[33] - As of August 12, 2024, $254,265,000 of the net proceeds were placed in a Trust Account, invested in U.S. government treasury obligations or money market funds, to be used for a business combination or redemption of public shares[35] NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Outlines significant accounting policies including GAAP, emerging growth company status, Trust Account investments, warrants, and Class A ordinary shares classification - The company is an 'emerging growth company' and has elected to use the extended transition period for complying with new or revised financial accounting standards, which may affect comparability with other public companies[49][50] - Investments held in the Trust Account are classified as held-to-maturity and recorded at amortized cost, approximating fair value due to short maturity. As of March 31, 2025, these assets ($261,791,386) were held in money market funds, shifting from U.S. Treasury bills as of December 31, 2024[54][55] - Public and Private Placement Warrants are classified as equity-classified instruments, not requiring remeasurement after issuance, based on ASC 815[61] Ordinary Shares Subject to Possible Redemption Reconciliation | Item | Amount | | :-------------------------------------------------------------------------- | :----------- | | Public offering proceeds | $253,000,000 | | Less: Proceeds allocated to Public Warrants | $(1,429,450) | | Less: Allocation of offering costs related to redeemable shares | $(16,998,565) | | Plus: Subsequent measurement of ordinary shares subject to possible redemption (income earned on Trust Account) | $24,527,793 | | Ordinary shares subject to possible redemption as of December 31, 2024 | $259,099,778 | | Subsequent measurement of ordinary shares subject to possible redemption (income earned on Trust Account) | $2,691,608 | | Ordinary shares subject to possible redemption as of March 31, 2025 | $261,791,386 | NOTE 3. INITIAL PUBLIC OFFERING The Company completed its IPO, selling 25.3 million Units at $10.00 each, each unit including one Class A ordinary share and half a redeemable warrant - The IPO involved the sale of 25,300,000 Units at $10.00 per Unit, generating $253,000,000 in gross proceeds, including the full exercise of the over-allotment option[69] - Each Unit consisted of one Class A ordinary share and one-half of one redeemable warrant, with whole warrants exercisable at $11.50 per share[69] NOTE 4. PRIVATE PLACEMENT Simultaneously with the IPO, the Company completed a private placement of 7.665 million warrants at $1.00 each, exercisable at $11.50 per share - A private placement of 7,665,000 warrants was completed at $1.00 per warrant, generating **$7