VEEA 10-K & 10-Q changes, risk factors and insider trading

Investing in our common stock involves risks. In addition, our business and operations are subject to a number of risks, which you should be aware of prior to making a decision to invest in our common stock. These risks are discussed more-fully in this “Item 1A. Risk Factors” section of this Annual Report beginning on page 18.Report. Below is a summary of these risks.

Veea has incurred significant losses in recent years and anticipates that it willmay continue to incur significant losses in the near term.

Veea has suffered recurring losses from operations since its inception. In addition, Veea will incur significant sales, marketing and manufacturing expenses, in addition to the additional associated costs Veea will incurcontinue incurring in connection with operating as a public company after the closingcompany. of the Business Combination. As a result, Veea expects tomay continue to incur significant operating losses overin the nextnear severalterm. years. Because of the numerous risks and uncertainties associated with developing computing technology products, Veea is unable to predict the extent of any future losses or when Veea will become profitable, if at all. Even if Veea does become profitable, Veea may not be able to sustain or increase its profitability on a quarterly or annual basis.

Veea has not generated any significant revenue from product sales.sales since 2024.

Veea may need to continue to rely on additional financing to achieve its business objectives. Any additional fundraising efforts may divert Veea’s management from their day-to-day activities, which may adversely affect Veea’s ability to develop and commercialize its products. Market conditions and disruptions in the market (such as due to economic downturn, and geopolitical developments such as the war in Ukraine and Iran) may make equity and debt financing more difficult to obtain and may have a material adverse effect on Veea’s ability to meet its fundraising needs. Veea cannot guarantee that future financing will be available in sufficient amounts or on terms acceptable to Veea, if at all.

Until such time, if ever, as Veea can generate substantial product revenue, Veea expects to finance its cash needs through a combination of private and public equity offerings, debt financings, collaborations, strategic alliances and licensing arrangements. VeeaNo doesadditional notborrowing capacity have anyremains committedunder externalVeea’s sourcecurrent unsecured line of funds.credit. The terms of any financing may adversely affect the holdings or the rights of Veea’s stockholders and the issuance of additional securities, whether equity or debt, by Veea or the possibility of such issuance, may cause the market price of Veea’s shares to decline. To the extent that Veea raises additional capital through the sale of common stock or securities convertible or exchangeable into common stock, your ownership interest will be diluted, and the terms of those securities may include liquidation or other preferences that may materially adversely affect your rights as a stockholder. Debt financing, if available, would increase Veea’s fixed payment obligations and may involve agreements that include covenants limiting or restricting Veea’s ability to take specific actions, such as incurring additional debt, acquiring, selling or licensing intellectual property rights, and making capital expenditures, declaring dividends or other operating restrictions that could adversely impact Veea’s ability to conduct its business. Veea could also be required to meet certain milestones in connection with debt financing and the failure to achieve such milestones by certain dates may force Veea to relinquish rights to some of its technologies or products or otherwise agree to terms unfavorable to Veea which could have a material adverse effect on Veea’s business, operating results and prospects.

Veea’s future performance also depends on the continued services and continuing contributions of Veea’s senior management team, which include Allen Salmasi, Veea’s Founder and Chief Executive Officer Officer, to execute on Veea’s business plan and to identify and pursue new opportunities and product innovations. Veea has not entered into an employment agreement with Mr. Salmasi. The loss of services of Veea’s senior management team, particularly Veea’sMr. Chief Executive Officer Salmasi, could significantly delay or prevent the achievement of Veea’s development and strategic objectives, which could adversely affect Veea’s business, financial condition and results of operations.

Geopolitical alliances are shifting as global tensions, including between US and China, drive growing economic, technological, military, and political competition across the world. At the same time, there are numerous ongoing local and regional conflicts, of which the ongoing military conflict between the UkraineUkraine, Russia and Russia,Iran, are of particular significance. In addition, since October 2023, hostilities between Israel and Hamas have significantly destabilized the Middle East region, resulting in civilian and military casualties and prompting concerns about a broader regional conflict. These conflicts have led to additional sanctions and restrictive measures imposed by the United States, the European Union, the United Kingdom, and others targeting individuals, regions, and sectors. Escalation of these hostilities or the emergence of related conflicts in the region could result in further sanctions, additional supply chain disruptions, and heightened risk of broader military confrontation, which could in turn materially and adversely affect the global economy. It is not yet clear how these new dynamics will play out across the world. These tensions, including trade restrictions, enhanced sanctions measures and increased safeguards for national security purposes, can impact global market conditions and continue to be challenging for global supply chains.

The price of theVeea’s Commoncommon Stockstock may change, even if Veea’s business is doing well, and you could lose all or part of your investment as a result.

On January 10, 2025,2025 and January 29, 2026, Veea filed a registration statementstatements on Form S-8 with the SEC on Form S-8.SEC. Veea’s issuanceissuances of additional shares of the Commoncommon stock under the Stock2024 orIncentive convertible securitiesPlan could make it difficult for another company to acquire Veea, may dilute your ownership of Veea and could adversely adversely affect price of the Commoncommon Stock.stock.

On January 10, 2025,2025 and January 29, 2026, Veea filed a registration statementstatements on Form S-8 with the SEC on Form S-8 providing for the registration of shares of the Commoncommon Stockstock issued or reserved for issuance under the 2024 Incentive Equity PlanPlan, as amended (the “2024 Incentive Plan”). Subject to the expiration of any applicable lock-ups or vesting periods, shares registered under the registration statementstatements on Form S-8 will automatically becomebecame effective upon filing and beare available for resale immediately in the public market without restriction.

In addition, the shares of the Commoncommon Stockstock reserved for future issuance under the 2024 Incentive Plan will become eligible for sale in the public market once those shares are issued, subject to provisions relating to various vesting agreements, lock-up agreements and, in some cases, limitations on volume and manner of sale by affiliates under Rule 144, as applicable. 4,460,437To date an aggregate total of approximately 11,059,966 shares of Commoncommon Stockstock werehave initially been reserved for future issuance under the 2024 Incentive Plan, subject to increase by the lesser of three percent (3%) of the aggregate number of fully diluted shares of Veea outstanding on the final day of the immediately preceding calendar year or such smaller number of shares as is determined by the administrator of the 2024 Incentive Plan.

FollowingCertain thesignificant expirationstockholders ofmay the lock-ups under the Lock-Up Agreements, sales ofsell a substantial number of shares of Commoncommon Stockstock in the public market could occur.at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of the Common Stock.common stock. As restrictions on resale end and registration statements (filed after the Closing to provide for the resale of such shares from time to time) are available for use, the sale or possibility of sale of these shares could have the effect of increasing the volatility in the share price of the Commoncommon Stockstock or the market price of the Commoncommon Stockstock could decline if the holders of currently restricted shares sell them or are perceived by the market as intending to sell them.

In addition, prior to the Business Combination, Private Veea was not required to document and test its internal controls over financial reporting nor was Private Veea’s management required to certify the effectiveness of its internal controls,controls and its auditors have not been required to opine on the effectiveness of Private Veea’s internal controls over financial reporting. However, as a public company, Veea is required to document and test its internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act so that Veea’s management can certify as to the effectiveness of its internal controls over financial reporting by the time Veea’s second annual report is filed with the SEC and thereafter, which will require Veea to document and make significant changes to its internal controls over financial reporting. As a public company, Veea is subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as well as rules adopted, and to be adopted, by the SEC and Nasdaq, and other applicable securities rules and regulations, which impose various requirements on public companies, including the establishment and maintenance of effective disclosure and financial controls and changes in corporate governance practices. Veea’s management and other personnel will need to devote a substantial amount of time to these public company requirements. Moreover, these rules and regulations may substantially increase Veea’s legal and financial compliance costs and may make some activities more time-consuming and costly. Veea may need to hire additional legal, accounting and financial staff with appropriate public company experience and technical accounting knowledge and maintain an internal audit function.

As a publicly traded company, Veea will incur significant legal, accounting, and other expenses that Veea was not required to incur prior to the closing of the Business Combination,expenses, particularly after it is no longer an “emerging growth company.” In addition, new and changing laws, regulations, and standards relating to corporate governance and public disclosure, including changing regulations of the SEC and Nasdaq, have created uncertainty for public companies and have increased the costs and the time that Veea’s Board and management must devote to compliance. Furthermore, the need to establish the corporate infrastructure demanded of a public company may divert Veea’s management’s attention from implementing its growth strategy, which could negatively affect Veea’s business, results of operations, and financial condition.

Veea is an “emerging growth company” and a “smaller reporting company” within the meaning of the Securities Act, and if Veea takes advantage of certain exemptions from disclosure requirements available to “emerging growth companies” or “smaller reporting companies,” this could make its securities less attractive to investors and may make it more difficult to compare its performance with other public companies.

Veea is an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and Veea may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in Veea’s periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. As a result, Veea’s shareholders may not have access to certain information they may deem important. Veea could be an emerging growth company for up to five years, although circumstances could cause it to lose that status earlier, including if Veea’s annual revenue exceeds $1.235 billion or the market value of the Commoncommon Stockstock held by non-affiliates exceeds $700 million as of any June 30 before that time, in which case Veea would no longer be an emerging growth company as of the following December 31. Veea cannot predict whether investors will find its securities less attractive because Veea will rely on these exemptions. If some investors find Veea’s securities less attractive as a result of its reliance on these exemptions, the trading prices of its securities may be lower than they otherwise would be, there may be a less active trading market for its securities and the trading prices of its securities may be more volatile.

A significant portion of Veea’s total outstanding shares are restricted from immediate resale but may be sold into the market in theat nearany future.time. This could cause the market price of the Commoncommon Stockstock to drop significantly, even if Veea’s business is doing well.

As of March 14,31, 2025,2026, Veea’s executive officers, directors and principal stockholders and their affiliates beneficially own 23,053,759approximately 25,448,183 shares of Veea’s Commoncommon Stock,stock (excluding the convertible securities held by the officers, directors, principal stockholders and their affiliates), or approximately 38.75% 51.4% of the outstanding shares of the common Common Stock.stock. As a result, these stockholders will be able to exercise a significant level of control over all matters requiring stockholder approval, including the election of directors and the approval of mergers, acquisitions or other extraordinary transactions. They may also have interests that differ from yours and may vote in a way with which you disagree and which may be adverse to Veea’s interests. This concentration of ownership may have the effect of delaying, preventing or deterring a change of control of Veea, could deprive Veea’s stockholders of an opportunity to receive a premium for their common stock as part of a sale of Veea and might ultimately affect the market price of the Commoncommon Stock.stock.

Warrants exercised for CommonVeea’s Stockcommon stock would increase the number of shares eligible for future resale in the public market and result in dilution to its shareholders.stockholders.

Outstanding warrants, including the NLabs 2026 Warrants, White Lion Warrants, 2025 Investor Warrants, public warrants, SPAC Private Placement Warrants and Assumed Warrants, to purchase an aggregate of 11,640,544approximately 55,530,532 shares of the Commoncommon Stockstock are exercisable in accordance with the terms of the Warrant Agreement. The exercise price of these Warrants is $11.50 per share.exercisable. To the extent such Warrantswarrants are exercised, additional shares of the Commoncommon Stock stock will be issued, which will result in dilution to the holders of the Commoncommon Stockstock and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market or the fact that such Warrantswarrants may be exercised could adversely affect the prevailing market prices of the Commoncommon Stock.stock. However, there is no guarantee that thecertain Warrants warrants will ever be in the money prior to their expiration, and as such, the Warrantswarrants may expire worthless. See “- The terms of the public warrants Warrants may be amended in a manner adverse to a holder if holders of at least 50% of the then outstanding Publicpublic Warrantswarrants approve of such amendment.”

The terms of the Warrantspublic warrants may be amended in a manner adverse to a holder if holders of at least 50% of the then outstanding Publicpublic warrants Warrants approve of such amendment.

The Public Warrantspublic warrants were issued in registered form under a Warrant Agreement between Transfer Agent, as warrant agent, and Plum. The Warrant Agreement provides that the terms of the Warrantspublic warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision or correct any mistake but requires the approval by the holders of at least 50% of the then-outstanding Publicpublic Warrants warrants to make any change that adversely affects the interests of the registered holders of Publicpublic Warrants.warrants. Accordingly, the Company may amend the terms of the Publicpublic Warrantswarrants in a manner adverse to a holder if holders of at least 50% of the then-outstanding Publicpublic Warrantswarrants approve of such amendment and, solely with respect to any amendment to the terms of the SPAC Private Placement Warrants or any provision of the Warrant Agreement with respect to the SPAC Private Placement Warrants, 50% of the number of the then outstanding SPAC Private Placement Warrants. Although the Company’s ability to amend the terms of the Publicpublic Warrantswarrants with the consent of at least 50% of the then-outstanding Public Warrantspublic warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the public warrants and SPAC Private Placement Warrants, convert thesuch Warrantswarrants into cash, shorten the exercise period or decrease the number of shares of the Commoncommon Stockstock purchasable upon exercise of asuch Warrant.warrants.

Veea will have the ability to redeem outstanding Publicpublic Warrantswarrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per Warrant,warrant, provided that the last reported sales price of the Commoncommon Stockstock equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a Warrantpublic warrant) for any 20 trading-days within within a 30 trading-day period ending on the third trading day prior to the date Veea sends the notice of redemption to the Publicpublic Warrantwarrant holders. holders. If and when the Publicpublic Warrantswarrants become redeemable by Veea, Veea may exercise its redemption right even if Veea is unable to register register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding Publicpublic warrants Warrants could force a Publicpublic Warrantwarrant holder to: (i) exercise its Publicpublic Warrantswarrants and pay the exercise price at a time when it may be disadvantageous disadvantageous for such Publicpublic Warrantwarrant holder to do so; (ii) sell its Publicpublic Warrantswarrants at the then-current market price when a warrant holder might otherwise wish to hold its Warrantswarrants; or (iii) accept the nominal redemption price which, at the time the outstanding Public Warrantspublic warrants are called for redemption, is likely to be substantially less than the market value of a Publicpublic Warrantwarrant holder’s Public Warrants.public warrants. None of the SPAC Private Placement Warrants will be redeemable by Veea so long as they are held by their initial purchasers or their permitted transferees.

The Warrant Agreement provides that in the following circumstances holders of Warrantsthe public warrant who seek to exercise their Public Warrantswarrants will not not be permitted to do so for cash and will, instead, be required to do so on a cashless basis in accordance with Section 3(a)(9) of the the Securities Act: (i) if the Commoncommon Stockstock issuable upon exercise of the Publicpublic Warrantswarrants are not registered under the Securities Act in in accordance with the terms of the Warrant Agreement; (ii) if Veea has so elected and the Commoncommon Stockstock are at the time of any exercise of a Publicpublic Warrantwarrant not listed on a national securities exchange such that they satisfy the definition of “covered securities” under Section 18(b)(1) of the Securities Act; and (iii) if Veea has so elected and it calls the Publicpublic Warrantswarrants for redemption. If you exercise your Publicpublic Warrantswarrants on a cashless basis, you would pay the Warrantwarrant exercise price by surrendering all of the Publicpublic Warrantswarrants for that number of the Commoncommon Stockstock equal to the less of (A) the quotient obtained by dividing (x) the product of the number of the Commoncommon Stockstock underlying the Publicpublic Warrants,warrants, multiplied by the excess of the “fair market value” of the Commoncommon Stockstock (as defined in the next sentence) over the exercise price of the Publicpublic Warrantswarrants by (y) the fair market value and (B) 0.361. The “fair market value” is the average reported closing price of the Commoncommon Stockstock for the 10 trading-days ending on the third trading-day prior to the date on which the notice of redemption is sent to the holders of the Publicpublic Warrants.warrants. As a result, you would receive fewer shares of the Commoncommon Stockstock from such exercise than if you were to exercise such Publicpublic Warrantswarrants for cash.

There can be no assurance that the Publicpublic Warrantswarrant will be in the money at the time they become exercisable, and they may expire worthless.

The exercise price for the outstanding Publicpublic Warrantswarrants is $11.50 per share. There can be no assurance that such Publicpublic Warrantswarrants will be in the money following the time they become exercisable and prior to their expiration, and as such, the Publicpublic Warrantswarrants may expire worthless.

The Warrant Agreement designates the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of its public warrants and SPAC Private Placement Warrants, which could limit the ability of such warrant holders to obtain a favorable judicial forum for disputes with Plum.the Company.

Warrant Agreement provides that, subject to applicable law, (i) any action, proceeding or claim against Plumthe Company arising out of or relating in any way to the Warrant Agreement, including under the Securities Act, will be brought and enforced in the courts of the State of New York York or the United States District Court for the Southern District of New York, and (ii) that Plumthe Company irrevocably submits to such jurisdiction, jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. PlumThe Company will waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

Notwithstanding the foregoing, these provisions of the Warrant Agreement will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in any of its public warrants and SPAC Private Placement Warrants shall be deemed to have notice of and to have consented to the forum provisions in its Warrant Agreement. If any action, the subject matter of which is within the scope of the forum provisions of the Warrant Agreement, is filed in a court other than a court of the State of New York or the United States District Court for the Southern District of New York (a “Foreign Action”) in the name of any holder of Warrants,such warrants, such holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located in the State of New York in connection with any action brought in any such court to enforce the forum provisions (an “Enforcement Action”), and (y) having service of process made upon such Warrantwarrant holder in any such enforcement action by service upon such Warrantwarrant holder’s counsel in the foreign action as agent for such Warrantwarrant holder.

This choice-of-forum provision may limit a Warrantwarrant holder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with Plum’s,the Company’s, which may discourage such lawsuits. Alternatively, if a court were to find this provision of the Warrant Agreement inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, Plumthe Company may incur incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect its business, business, financial condition and results of operations and result in a diversion of the time and resources of its management and board of directors.

An active, liquid trading market for Veea’s securities may not develop,be sustained, which may limit your ability to sell such securities.

An active trading market for the CommonListed Stock and the WarrantsSecurities may never develop ornot be sustained. A public trading market having the desirable characteristics of depth, liquidity and orderliness depends upon the existence of willing buyers and sellers at any given time, such existence being dependent upon the individual decisions of buyers and sellers over which neither we nor any market maker has control. The failure of an active and liquid trading market to develop and continue would likely have a material adverse effect on the value of the CommonListed StockSecurities and theprivate Warrants.warrants.

Reports published by analysts, including projections in those reports that differ from Veea’s actual results, could adversely affect the price and trading volume of its shares of common shares.stock.

In addition, fluctuations in the price of Veea’s securities could contribute to the loss of all or part of your investment. Prior to the Business Combination, there was no public market for the stock of Veea. The trading price of Veea’s securities could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond Veea’s control. Any of the factors listed below could have a material adverse effect on Veea’s securities and Veea’s securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of the Combined Companyour securities may not recover and may experience a further decline.

The Governing Documents and the Delaware General Corporation Law (“DGCL”) contain provisions that could have the effect effect of rendering more difficult, delaying, or preventing an acquisition deemed undesirable by the Board and therefore depress the trading trading price of the Commoncommon Stock.stock. These provisions could also make it difficult for stockholders to take certain actions, including electing electing directors who are not nominated by the current members of the Board or taking other corporate actions, including effecting changes in in Veea’s management. Among other things, the GoverningCharter Documentsand Bylaws include provisions regarding:

We are dedicated to simplifying the journey towards creating a world in which virtually everyone and everything is intelligently connected, while bringing applications and AI to the edge of the network. Most service providers, equipment suppliers, system integrators and even hyperscalers have adopted or advocated for similar solutions to various degrees either independently or in collaboration with the Company. However, to our knowledge, we are the first to market with patented technologies that a) bring virtualized data center capabilities to the far edge of the network, commonly referred to as the Device Edge, where all wired and wireless devices connect to the network, b) spawns hyperconvergence of computing, multiaccess communications and storage, c) provides for Cloud-managed applications at the Edge, d) enables machine learning with AI training, inferencing, and agentic AI at the Edge including AI-driven cybersecurity for heterogenous networks. Such networks are given rise through any combination of our developed devices and third-party devices, with CPUs, GPUs, TPUs, DPUs and/or NPUs, that run the VeeaVeeaONE Edgeplatform PlatformÔ ☐ software stack.

Veea Edge Platform’sVeeaONE platform’s products, applications, and services with a distributed computing architecture, offered as a Platform-as-a-Service capability, empower companies to capitalize on the transformative potential of Edge AI, where most of the data from smartphones, tablets, laptops, cameras, sensors, and other devices is generated, with data privacy and sovereignty, reliability, low latency for real-time decisions, bandwidth efficiency, scalability, and reduced costs compared to alternatives.

VeeaHub products, about the size of a typical Wi-Fi Access Point (AP), are offered in variety of forms with different capabilities for indoor and outdoor coverage and are both locally- and cloud-managed. VeeaVeeaONE Edge Platformplatform architecture and business model, VeeaHubÒ VeeaHub ☐ and third-party devices on VeeaVeeaONE Edge Platformplatform with Hybrid Edge-Cloud Computing and AI-enabled applications and services resemble the Android OS platform architecture and business model for Android devices.

The VeeaONE Veea Edge Platformplatform offers a complement, and in some cases an alternative, to cloud computing by enabling the formation of highly secure, but easily accessible, private clouds and networks across one or multiple user(s) or enterprise location(s) across the globe. Benefits of the VeeaVeeaONE Edgeplatform Platform include optimal latency, lower data transport costs, data privacy, security and ownership, Edge AI, as well as “always-on” availability for mission critical applications, and contextual awareness for people, devices and things connected to the Internet.

White Lion Private Placements Placement

White Lion - Equity Line of Credit

On December 2, 2024, the Company entered into a common stock purchase agreement (as amended, the “Common StockELOC Purchase Agreement”) and related registration rights agreement (the “White Lion Registration Rights2025 AgreementRRA”) with White Lion Capital, LLC ( “White Lion”).Lion. Pursuant to the Common StockELOC Purchase Agreement, the Company has the right, but not the obligation, to direct White Lion to purchase up to 25,000,000$25.0 million in aggregate gross purchase price of newly issued shares of Commoncommon Stock,stock, subject to certain limitations and conditions as described below (the "“ELOC Program"”), at a purchase price equal to (i) 96.5% of the volume weighted average stock price for the three consecutive business days after a purchase notice is given, (ii) 98% of the volume weighted average stock price on the day a notice is delivered, or (iii) the lowest traded price for a given purchase date.

The Company controls the timing and amount of any sales to White Lion, which dependeddepends on a variety of factors including, among other things, market conditions, the trading price of the Company’s common stock, and determinations by the Company as to appropriate sources of funding for its business and operations. However, White Lion’s obligation to purchase shares is subject to certain conditions, including the daily trading volume of the Company’s common stock. In all instances, the Company may not sell shares of its common stock under the ELOC Purchase Agreement if it would result in White Lion and its affiliate beneficially owning more than 4.99% of its outstanding voting power or shares of common stock at any one point in time, or the aggregate number of shares of common stock would not exceed 19.99% of the voting power of the issued and outstanding common.common stock.

The Company generated revenue of $141,760approximately $0.2 million and $9,072,130approximately $0.1 million for the years ended December 31, 20242025 and 2023, 2024, respectively. Revenue has been principally earned from paid pilots for our VeeaHub® devices. The decrease was due to $9 million income recognized in connection with the license of AdEdge™ in 2023.

Cost of goods sold decreasedremained bymaterially $383,512,consistent or 82%, infor the year ended December 31, 20242025 as compared to the year ended December 31, 2023.2024. The decrease is immaterial as it is related to Given the costslack incurredof toa generate ourmaterial revenuefluctuation earnedin fromRevenue, paidnet, pilotsmanagement forwould ournot VeeaHub®expect devices.a significant fluctuation in Cost of goods sold.

Product development expense increaseddecreased by $679,903,approximately $1.0 million, or 98%,76%, infrom approximately $1.4 million for the year ended December 31, 2024 to approximately $0.3 million for the year ended December 31, 20242025. compared to the year ended December 31, 2023. The increasedecrease in product development expenses was due to increased decreased internal development and additional costs incurred of outside contractors related to software development and product manufacturing during the period.

Sales and marketing expense increased decreased by $596,205,approximately $0.5 million, or 277%,57%, infrom approximately $0.8 million for the year ended December 31, 2024 comparedto toapproximately $0.3 million for the year ended December 31, 2023. 2025. The year-to-datedecrease increaseis wasprimarily due primarily to ana increasereduction in unpaid customer evaluations and fees paid to third-party marketing firm during the period.pilots.

Depreciation and amortization decreased increased by $544,431,approximately $0.3 million, or 67%,131%, infrom approximately $0.3 million for the year ended December 31, 2024 comparedto toapproximately $0.6 million for the year ended December 31, 2023.2025. The decrease increase was due to certainadditional intangiblesamortization reachingfor the endtechnology ofassets theiracquired from usefulCrowdkeep, lives.Inc. in May 2025.

We are dedicated to simplifying the journey towards creating a world in which virtually everyone and everything is intelligently connected, while bringing applications and AI to the edge of the network. Most service providers, equipment suppliers, system integrators and even hyperscalers have adopted or advocated for similar solutions to various degrees either independently or in collaboration with the Company. However, to our knowledge, we are onfone of the first to market with patented technologies that a) bring virtualized data center capabilities to the far edge of the network, commonly referred to as the Device Edge, where all wired and wireless devices connect to the network, b) spawns hyperconvergence of computing, multiaccess communications and storage, c) provides for Cloud-managed applications at the Edge, d) enables machine learning with AI training, inferencing, and agentic AI at the Edge including AI-driven cybersecurity for heterogenous networks. Such networks are given rise through any combination of our developed devices and third-party devices, with CPUs, GPUs, TPUs, DPUs and/or NPUs, that run the VeeaONE platform software stack.

For the three and six months ended MarchJune 31,30, 2026 compared to three and six months ended MarchJune 31,30, 2025

The following table sets forth Veea’s unaudited condensed consolidated statements of operations data for the three and six months ended MarchJune 31,30, 2026 and 2025, respectively. Veea has prepared the three month data on a consistent basis with the audited consolidated financial statements as of and for the years ended December 31, 2025 and 2024, included in the 2025 10-K. In the opinion of Veea’s management, the unaudited three month financial information reflects all necessary adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of this data.

The Company generated revenue of approximately $0.2 million and approximately $14,000$0.1 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively. The Company generated revenue of approximately $0.4 million and approximately $0.1 million for the six months ended June 30, 2026 and 2025, respectively. Revenue has been principally earned from paid pilots for our VeeaHub® devices.

Cost of goods sold remained materially consistent for the three and six months ended MarchJune 31,30, 2026 as compared to the three and six months ended MarchJune 31,30, 2025. Given the lack of material revenues, management would not expect a significant fluctuation in cost of goods sold.

Product development expense decreased increased approximately $0.1 million from approximately $0.2 million$41,000 for the three months ended MarchJune 31,30, 20252026 compared to approximately $0.1 million for the three months ended MarchJune 31,30, 2026.2025 and increased approximately $72,000 for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 The decreaseincrease in product development expenses was due to decreasedincreased internal development costs during the period.

Sales and marketing expense decreased increased approximately $0.3$0.1 million from approximately $0.3$41,000 for the three months ended June 30, 2025 to approximately $0.1 million for the three months ended MarchJune 31,30, 2026. Sales and marketing expense decreased approximately $0.2 million from approximately $0.4 million for the six months ended June 30, 2025 to approximately $42$0.2 thousand million for the threesix months ended MarchJune 31,30, 2026. The decreasechanges isare primarily due to athe reductiontiming in unpaidof customer pilots.

Transaction costs were immaterial for both the three and six months ended MarchJune 31,30, 2026 and 2025.

Depreciation and amortization increased approximately $0.1 million from $0.1 million for the three months ended MarchJune 31,30, 2025 to approximately $0.2 million for the three months ended MarchJune 31,30, 2026. This increase is due to additional amortization for the technology assets acquired from Crowdkeep, Inc. in May 2025.2025, as well as additional acquisitions of patents during the reporting periods thereafter.

Other income, net increased approximately $0.2 $0.5 million for the three months ended MarchJune 31,30, 2026 as compared to the three months ended MarchJune 31,30, 2025 and $0.8 million for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025. This increase is primarily due to the settlement of a vendor payable, resulting in a gain on the extinguishment of the liability.

Change in fair value of derivative liabilities is comprised of the fair value adjustments to the convertible note option liability, SPAC Private Placement Warrants, the Earn-Out Share Liability, and the 2025 Investors Warrants at balance sheet date. The change in the fair value of conversion note option liability for the threesix months ended MarchJune 31,30, 2026, was determined using a Black-Scholes option pricing model, which yielded no change to the liability. The change in the fair value of the SPAC Private Placement Warrants and 2025 Investor Warrants was determined based on the trading value of the public warrants and the Black-Scholes option pricing model, respectively, which yielded a gain of approximately $0.5$1.9 million.million Theand gaina on the change in the fair valueloss of the Earn-Out Share Liability of approximately $0.6$0.3 million for the three months ended MarchJune 31,30, 2026 wasand determined2025, using arespectively. MonteThe Carlochange simulationin ofthe 100,000fair simulations. A significant drivervalue of the changesSPAC inPrivate fairPlacement valueWarrants wasand due2025 toInvestor Warrants yielded a gain of $2.4 million and $0.1 million for the declinesix inmonths theended Company’s stockJune price.30, 2026 and 2025, respectively.

Other expenses relate to immaterial non-operating expenses incurred during the period. These amounts were immaterial for the three and six months ended MarchJune 31,30, 2026 and 2025.

During the three and six months ended March 31,June 30, 2026 the Company incurred a net loss of approximately $4.6$4.0 million and $8.7 million, respectively, and had an accumulated deficit of $229.2$233.2 million as of March 31,June 30, 2026. Since its inception, it has incurred significant operating losses and negative cash flows. As of March 31,June, 2026, it had cash of approximately $1.6$1.9 million and outstanding debt of $13.3$14.5 million, of which $0.8 million was outstanding under those unsecured convertible promissory notes issued by the Company and Private Veea to certain unaffiliated accredited investors pursuant to certain note purchase agreements entered into with such investors simultaneously with the Closing of the Business Combination for the sale of such notes (the “September 2024 Notes”), $1.0 million was outstanding under the Crowdkeep Convertible Notes,Notes $4.0(as milliondefined wasbelow), outstanding under a related party note payable, $1.9$1.8 million was outstanding under a notesnote payable with an inventory vendor, $5.0$10.6 million was outstanding under the PPL Loan,Loan (as defined below) (Note 6), and $0.6$1.2 million was outstanding under the White Lion Convertible Note.Note (as defined below) (Note 6).

The following table presents cash flows for the three six months ended MarchJune 31,30, 2026 and 2025, respectively: