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Voyager Acquisition Corp.(VACH) - 2024 Q3 - Quarterly Report
VACHVoyager Acquisition Corp.(VACH)2024-11-14 22:25

IPO and Fundraising - The company completed its Initial Public Offering (IPO) on August 8, 2024, raising gross proceeds of 253millionfromthesaleof25,300,000Units,includinganover−allotmentoptionof3,000,000Units[124].−TheprivateplacementassociatedwiththeIPOgeneratedanadditional253 million from the sale of 25,300,000 Units, including an over-allotment option of 3,000,000 Units [124]. - The private placement associated with the IPO generated an additional 7.67 million, with 7,665,000 units sold at 1perunit,entitlingholderstooneClassAordinaryshareandone−halfofoneredeemablewarrant[124].−ThetotalnetproceedsfromtheIPOandprivateplacement,afterdeductingofferingexpenses,amountedto1 per unit, entitling holders to one Class A ordinary share and one-half of one redeemable warrant [124]. - The total net proceeds from the IPO and private placement, after deducting offering expenses, amounted to 255,091,610, with 254,265,000depositedintotheTrustAccount[133].−Theunderwritersareentitledtoadeferredunderwritingcommissionof254,265,000 deposited into the Trust Account [133]. - The underwriters are entitled to a deferred underwriting commission of 12,045,000 upon the completion of the initial business combination [145]. Financial Performance - As of September 30, 2024, the company reported a net income of 1,321,694forthethreemonthsand1,321,694 for the three months and 1,218,846 for the nine months, primarily due to an unrealized gain of 1,830,655oninvestmentsheldintheTrustAccount[127].−Thecompanyhasnotengagedinanyoperationsorgeneratedrevenuestodate,withfutureincomeexpectedtocomefrominterestoncashandcashequivalentsaftertheIPO[126].−Thecompanyhasnotconductedanyoperationstodate,andthereforenounauditedquarterlyoperatingdataisincludedinthefinancialstatements[143].LiquidityandCapitalManagement−AsofSeptember30,2024,thecompanyhadacashbalanceof1,830,655 on investments held in the Trust Account [127]. - The company has not engaged in any operations or generated revenues to date, with future income expected to come from interest on cash and cash equivalents after the IPO [126]. - The company has not conducted any operations to date, and therefore no unaudited quarterly operating data is included in the financial statements [143]. Liquidity and Capital Management - As of September 30, 2024, the company had a cash balance of 757,895 outside the Trust Account, with additional loan facilities available from the sponsor for working capital [136]. - The company expects primary liquidity requirements to include approximately 1,425,000forgeneralworkingcapital,1,425,000 for general working capital, 400,000 for director and officer's liability insurance, and 320,000foradministrativeservices[140].−ThecompanyhasnotborrowedanyamountsunderthepromissorynotewiththesponsorasofSeptember30,2024,indicatingsufficientliquiditypriortotheIPO[132].−Thecompanydoesnotanticipateneedingtoraiseadditionalfundsfollowingtheofferingtomeetoperationalexpenditures,butmayrequireadditionalfinancingforbusinesscombinationsifactualcostsexceedestimates[142].TrustAccountandInvestmentStrategy−ThefundsintheTrustAccountareinvestedinU.S.governmenttreasurybillsormoneymarketfunds,intendedtofacilitatetheinitialbusinesscombination[134].−ThecompanyexpectstousesubstantiallyallfundsintheTrustAccounttocompleteitsinitialbusinesscombination,withremainingproceedsallocatedforworkingcapitalandoperationalfinancing[135].−Thecompanymayuseaportionoffundsnotplacedintrustforcommitmentfeesortofunda"no−shop"provisionforaproposedbusinesscombination[141].OperationalandAdministrativeCosts−Thecompanyanticipatesincreasedexpensespost−IPOduetopubliccompanyobligations,includinglegalandfinancialreportingcosts[126].−ThecompanyhasincurredfeesrelatedtoofficespaceandadministrativesupportsinceAugust8,2024,whichwillcontinueuntilthecompletionofthebusinesscombinationorliquidation[144].−AsofSeptember30,2024,thecompanyhadnooff−balancesheetarrangementsorlong−termliabilities,exceptforamonthlypaymentof320,000 for administrative services [140]. - The company has not borrowed any amounts under the promissory note with the sponsor as of September 30, 2024, indicating sufficient liquidity prior to the IPO [132]. - The company does not anticipate needing to raise additional funds following the offering to meet operational expenditures, but may require additional financing for business combinations if actual costs exceed estimates [142]. Trust Account and Investment Strategy - The funds in the Trust Account are invested in U.S. government treasury bills or money market funds, intended to facilitate the initial business combination [134]. - The company expects to use substantially all funds in the Trust Account to complete its initial business combination, with remaining proceeds allocated for working capital and operational financing [135]. - The company may use a portion of funds not placed in trust for commitment fees or to fund a "no-shop" provision for a proposed business combination [141]. Operational and Administrative Costs - The company anticipates increased expenses post-IPO due to public company obligations, including legal and financial reporting costs [126]. - The company has incurred fees related to office space and administrative support since August 8, 2024, which will continue until the completion of the business combination or liquidation [144]. - As of September 30, 2024, the company had no off-balance sheet arrangements or long-term liabilities, except for a monthly payment of 30,000 for office space and administrative support [143][144]. Accounting and Reporting - There are no critical accounting estimates disclosed as of September 30, 2024, indicating a straightforward financial position [146]. - The company has no long-term debt or capital lease obligations, maintaining a clean balance sheet [144]. - The company is classified as a smaller reporting company and is not required to provide extensive market risk disclosures [148].