UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended June 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to ________.

Commission file number: 001-4021

VEEA INC.

(Exact name of Registrant as specified in its charter)

Delaware		98- 1577353
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

164 E. 83rd Street, New York, NY		10028
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 535-6050

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	VEEA	The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Common Stock at an exercise price of $11.50 per share	VEEAW	The Nasdaq Stock Market LLC

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer	☐	Accelerated Filer	☐
Non-Accelerated Filer	☒	Smaller Reporting Company	☒
		Emerging Growth Company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

As of August 14, 2025, there were 50,182,879 shares of the registrant’s common stock outstanding and 11,640,502 warrants outstanding.

VEEA INC.

FORM 10-Q

TABLE OF CONTENTS

		Page

PART I. FINANCIAL INFORMATION		1

ITEM 1.	Financial Statements	1

	Condensed Consolidated Balance Sheet as of June 30, 2025 (Unaudited) and December 31, 2024	1

	Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the Six Months Ended June 30, 2025 and 2024	2

	Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the Six Months Ended June 30, 2025 and 2024	3

	Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2025 and 2024	5

	Notes to Unaudited Condensed Consolidated Financial Statements	6

ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24

ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	33

ITEM 4.	Controls and Procedures	33

PART II. OTHER INFORMATION		34

ITEM 1.	Legal Proceedings	34

ITEM 1A.	Risk Factors	34

ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	34

ITEM 3.	Defaults Upon Senior Securities	34

ITEM 4.	Mine Safety Disclosures	34

ITEM 5.	Other Information	34

ITEM 6.	Exhibits	35

SIGNATURES		36

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

VEEA INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30,			December 31,
	2025			2024
	(unaudited)
ASSETS
Cash	$	238,008		$	1,685,633
Receivables, net		48,230			84,655
Inventory, net		9,412,074			7,459,240
Prepaid and other current assets		5,541,271			5,649,594
Total current assets		15,239,583			14,879,122

Property and equipment, net		137,224			210,629
Goodwill		5,233,499			4,779,625
Intangible assets, net		7,721,559			786,061
Investments		235,737			235,596
Other assets		34,451			202,862
TOTAL ASSETS	$	28,602,053		$	21,093,895

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Revolving line of credit	$	14,000,000		$	12,700,000
Accounts payable		4,149,154			1,290,824
Accrued expenses		1,852,620			1,911,722
Related party liabilities		3,952,424			3,657,600
Share issuance liability		-			250,000
Deferred payables, current		2,257,457			204,445
Notes payable		1,762,415			-
Convertible note payable, current		1,000,000
Related party notes		2,626,000			-
Other current liabilities		-			121,579
Total current liabilities		31,600,070			20,136,171

Convertible note payable, net		438,432			37,316
Conversion option liability		270			60,000
Warrant liability		735,870			840,995
Earn-out Share Liability		6,760,000			15,560,000
Deferred payables		-			1,484,238
TOTAL LIABILITIES		39,534,642			38,118,720

STOCKHOLDERS’ DEFICIT
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		-			-
Common Stock, $0.0001 par value, 551,000,000 shares authorized; and 40,926,445 and 36,202,798 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively		4,094			3,621
Additional paid-in capital		209,682,257			200,667,682
Accumulated deficit		(220,942,324	)		(217,830,518	)
Accumulated other comprehensive income		323,384			134,391
TOTAL STOCKHOLDERS’ DEFICIT		(10,932,589	)		(17,024,825	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	28,602,053		$	21,093,895

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

VEEA INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2025			2024			2025			2024
Sales, net	$	72,927			40,811			87,168			57,581
Cost of goods sold		4,587			30,706			5,150			42,680
Gross profit		68,340			10,105			82,018			14,901

Operating Expenses:
Product development		53,417			701,946			171,068			796,169
Sales and marketing		40,515			292,140			389,766			378,404
General and administrative, net		4,750,744			5,785,051			9,987,637			11,102,408
Depreciation and amortization		144,607			68,465			204,663			137,381
Total operating expenses		4,989,283			6,847,602			10,753,134			12,414,362
Loss from operations		(4,920,943	)		(6,837,497	)		(10,671,116	)		(12,399,461	)

Other income (expense):
Other income, net		461			10,075			1,233			12,659
Change in fair value of convertible note option liability		730			-			59,730			-
Change in fair value of warrant liabilities		(315,373	)		-			105,124			-
Change in fair value of Earn-out Share Liability		(1,730,000	)		-			8,800,000			-
Other expense		(12,635	)		(6,474	)		(27,196	)		(9,310	)
Interest expense		(433,098	)		(444,174	)		(1,379,581	)		(900,952	)
Total other income (expense)		(2,489,915	)		(440,573	)		7,559,310			(897,603	)

Net loss	$	(7,410,858	)		(7,278,070	)		(3,111,806	)		(13,297,064	)
Net loss per share:
Basic	$	(0.19	)		(0.34	)		(0.08	)		(0.64	)
Diluted	$	(0.19	)		(0.34	)		(0.08	)		(0.64	)

Weighted-average common stock outstanding used in per share amounts:
Basic		38,813,663			21,327,643			37,621,401			20,926,336
Diluted		38,813,663			21,327,643			37,621,401			20,926,336

Other comprehensive income (loss):
Foreign currency translation adjustment		168,562			122,722			188,993			488,103
Comprehensive loss	$	(7,242,296	)		(7,155,348	)		(2,922,813	)		(12,808,961	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

VEEA INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

(Unaudited)

FOR THE THREE MONTHS ENDED JUNE 30, 2025

	Common Stock						Additional Paid-in-			Accumulated			Accumulated Other Comprehensive		Total Stockholders’
	Shares			Amount			Capital			Deficit			Income		Deficit
Balance, March 31, 2025		36,541,882		$	3,654		$	201,697,085		$	(213,531,466	)	$	154,802	$	(11,675,924	)
Stock based compensation								389,913								389,913
Common stock issued upon exercise of stock options		(6,143	)		(1	)		1								-
Common stock issued upon vesting of RSUs		60,850			6			(6	)							-
Common stock issued upon draw on the equity line of credit		117,500			13			232,328								232,340
Common stock issued as consideration for Crowdkeep		4,065,689			407			6,829,951								6,830,358
Common stock issued for services		100,000			10			182,990								183,000
Settlement of convertible note agreement for shares issued		46,667			5			349,995								350,000
Cumulative translation adjustment														168,582		168,582
Net loss											(7,410,858	)				(7,410,858	)
Balance, June 30, 2025		40,926,445		$	4,094		$	209,682,257		$	(220,942,324	)	$	323,384	$	(10,932,589	)

FOR THE THREE MONTHS ENDED JUNE 30, 2024

	Common Stock				Additional Paid-in-		Accumulated			Accumulated Other Comprehensive			Total Stockholders’
	Shares		Amount		Capital		Deficit			Income (Loss)			Deficit
Balance, March 31, 2024		21,321,870		2,133		171,571,341		(176,301,744	)		(295,973	)		(5,024,243	)
Series A-2 Preferred Stock Issuances, net of transaction costs		7,297				54,725								54,725
Conversion of vendor payable to Series A-2 Preferred Stock		17,198		2		128,983								128,985
Common stock issued upon exercise of stock options		10,748		1		25,483								25,484
Stock based compensation for stock options						272,179								272,179
Foreign currency translation (loss)											122,722			122,722
Net loss								(7,278,070	)					(7,278,070	)
Balance, June 30, 2024		21,357,113	$	2,136	$	172,052,711	$	(183,579,814	)	$	(173,251	)	$	(11,698,218	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

VEEA INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

(Unaudited)

FOR THE SIX MONTHS ENDED JUNE 30, 2025

	Common Stock				Additional Paid-in-		Accumulated			Accumulated Other Comprehensive		Total Stockholders’
	Shares		Amount		Capital		Deficit			Income (Loss)		Deficit
Balance, December 31, 2024		36,202,798	$	3,621	$	200,667,682	$	(217,830,518	)	$	134,391	$	(17,024,824	)
Stock based compensation						439,913							439,913
Common stock issued upon exercise of stock options		18,277		2		9							11
Common stock issued upon vesting of RSUs		60,850		6		-6							-
Common stock issued upon draw on the equity line of credit		358,000		36		836,730							836,766
Common stock issued as compensation for equity line of credit commitment fee		27,498		3		24,997							25,000
Common stock issued as consideration for Crowdkeep		4,065,689		407		6,829,951							6,830,358
Common stock issued for services		100,000		10		182,990							183,000
Settlement of convertible note agreement for shares issued		93,333		9		699,991							700,000
Cumulative translation adjustment											188,933		188,993
Net loss								(3,111,806	)				(3,111,806	)
Balance, June 30, 2025		40,926,445	$	4,094	$	209,682,257	$	(220,942,324	)	$	323,384	$	(10,932,589	)

FOR THE SIX MONTHS ENDED JUNE 30, 2024

	Common Stock				Additional Paid-in-		Accumulated			Accumulated Other Comprehensive			Total Stockholders’
	Shares		Amount		Capital		Deficit			Income (Loss)			Deficit
Balance, December 31, 2023		19,635,912	$	1,964	$	159,475,010	$	(170,282,750	)	$	(661,354	)	$	(11,467,130	)
Series A-2 Preferred Stock Issuances, net of transaction costs		1,682,799		168		12,009,964								12,010,132
Conversion of vendor payable to Series A-2 Preferred Stock		27,654		3		207,405								207,408
Common stock issued upon exercise of stock options		10,748		1		25,483								25,484
Stock based compensation for stock options						334,849								334,849
Foreign currency translation (loss)											488,103			488,103
Net loss								(13,297,064	)					(13,297,064	)
Balance, June 30, 2024		21,357,113	$	2,136	$	172,052,711	$	(183,579,814	)	$	(173,251	)	$	(11,698,218	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

VEEA INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Six Months Ended June 30,
	2025			2024
Cash flows from operating activities
Net loss	$	(3,111,806	)	$	(13,297,064	)
Adjustments to reconcile net loss to net cash used for operating activities:
Depreciation and amortization		204,663			137,379
Amortization of debt issuance costs		851,116			-
Impairment loss on investment		-			(698	)
Change in fair value of convertible note option liability		(59,730	)		-
Change in fair value of warrant liabilities		(105,124	)		-
Change in fair value of Earn-out Share Liability		(8,800,000	)		-
Share based vendor payments		208,000
Share based compensation		439,913			334,774
Unrealized foreign currency transaction (gain) loss		(150,216	)		643,851
Amortization of operating lease right of use assets		117,365			253,345
Changes in operating assets and liabilities:
Receivables		36,785			823
Inventories		(572,256	)		(567,461	)
Prepaid and other current assets		123,913			(4,924,290	)
Other assets		53,534			-
Accounts payable		3,262,831			1,273,686
Accrued expenses		(12,042)			806,691
Accrued interest		-			609,989
Other current liabilities		569,488			-
Operating lease payments		(121,579	)		(265,034	)
Net cash used in operating activities		(7,065,145	)		(14,994,009	)
Cash flows from investing activities
Purchase of property and equipment		(1,079	)		(32,997	)
Purchase of intangible assets and trademarks		(158,464	)		(100,315	)
Net cash used in investing activities		(159,543	)		(133,312	)
Cash flows from financing activities
Proceeds from revolving line of credit		1,300,000			-
Proceeds from related party notes		2,626,000			-
Proceeds from issuance of convertible notes		1,000,000
Proceeds from the issuance of shares under equity line of credit facility		836,766			-
Proceeds from the issuance of Series A-2 preferred stock, net of transaction costs		-			9,961,356
Proceeds from exercise of stock options		11			25,484
Net cash provided by financing activities		5,762,777			9,986,840

Effect of exchange rate changes on cash		14,286			-

Net decrease in cash and cash equivalents		(1,447,625	)		(5,140,481	)
Cash and cash equivalents at beginning of year		1,685,633			6,010,075
Cash and cash equivalents at end of year	$	238,008		$	869,594

Non-cash activities
Crowdkeep asset acquisition	$	6,957,456			-
Settlement of convertible notes for shares issued	$	700,000			-
Issuance on Series A-2 preferred stock in exchange for Investor Deposits	$	-		$	2,048,776

Conversion of vendor payable to Series A-2 Preferred Shares	$	-		$	207,406

Supplemental cash flow information
Interest paid		427,782			317,794

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Veea Inc. and Subsidiaries

Notes to the Condensed Consolidated Financial Statements

1 - DESCRIPTION OF BUSINESS

The Company is dedicated to simplifying the journey towards creating a world in which virtually everyone and everything is intelligently connected, while bringing applications and artificial intelligence 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 (“Hybrid Edge-Cloud Computing”), and (d) enables machine learning with AI training, inferencing, and agentic AI at the edge (“Edge AI”) including AI-driven cybersecurity for heterogenous networks. Such networks have given rise through any combination of our developed devices and third-party devices, with CPUs, GPUs, TPUs, DPUs and/or NPUs, that run on the VeeaONE platform’s software stack. Our end-to-end edge-cloud platform is referred to as VeeaONETM (“VeeaONE”) platform.

Veea has developed several generations of highly integrated all-in-one devices that incorporate a Linux server, with a virtualized software environment, supporting our patented secured docker containers, together with a Wi-Fi Access Point with a mesh router, a firewall, an IoT gateway, NVMe data storage and 4G/5G modules. With an extensive patent portfolio of 123 granted patents and 32 pending patent applications that cover 26 patent families, our end-to-end Hybrid Edge-Cloud Computing platform represents a new product category that has the potential for wide scale customer adoption in large segments of consumer and enterprise markets.

VeeaONE platform’s products, applications, and services with a distributed computing architecture, offered as a Platform-as-a-Service capability, empowering 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, are offered in variety of form factors with different capabilities for indoor and outdoor coverage and are both locally- and cloud-managed. VeeaONE architecture and business model, VeeaHub and third-party devices on VeeaONE platform with Hybrid Edge-Cloud Computing and AI-enabled applications and services.

The VeeaONE platform offers 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. The benefits 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.

Our products and services have been deployed across multiple countries and industries; however, we are focused on high-growth market segments such as fixed-line or 5G-based fixed wireless broadband access, and subscription-based managed Wi-Fi for unserved and underserved communities. In both cases, broadband or Internet connectivity services are offered with a variety of Edge applications and value-added services, including advanced AI-driven cybersecurity, through Mobile Network Operators, Multiple System Operators, Internet Service Providers and other types of Managed Service Providers. The industrial applications include climate smart buildings, smart farming with precision agriculture, smart warehouses and smart retail as cloud-managed converged private networks.

Gartner recognized the innovativeness and capabilities of the platform by naming the Company a Leading Smart Edge Platform in 2023 and Cool Vendor in Edge Computing in 2021. Market Reports World in its research report published in October 2023 named the Company as one of the top 10 Edge AI solution providers alongside of IBM, Microsoft, Amazon Web Services and others.

Private Veea was founded in 2014 by Allen Salmasi, our Chief Executive Officer and a pioneering wireless technology leader. Mr. Salmasi helped to drive industry transformation through his contributions to the development of CDMA/TDMA-based OmniTRACS, the largest mobile satellite messaging and position reporting system with integrated IoT solutions during the 1980s and 1990s; CDMA-based 2G/3G technologies and products at Qualcomm in 1990s; OFDMA-based 4G technologies and products at NextWave during the 2000s, and hyper-converged edge computing and communications during the 2010s; and beyond with the Company.

The Company has six wholly owned subsidiaries, VeeaSystems Inc., formerly known as Veea Inc. a Delaware corporation, (“Private Veea”), Veea Solutions Inc., a Delaware corporation, VeeaSystems Development Inc., formerly known as Veea Systems Inc., a Delaware corporation, Veea Systems Ltd., a company organized under the laws of England and Wales, VeeaSystems SAS, a French simplified joint stock company and VeeaSystems CK Inc., a Delaware corporation; and one majority owned subsidiary, VeeaSystems Mexico, S. de R.L. de C.V., a limited capital company organized under the laws of Mexico (“VeeaSystems MX”). VeeaSystems MX is 95% owned by VeeaSystems Inc., and due to local law requirements, the remaining 5% is held by the Company’s CEO. The Company is headquartered in New York City with offices in the United States, Mexico and Europe.

2 - LIQUIDITY AND MANAGEMENT’S PLAN

During the three months ended June 30, 2025 and 2024, the Company incurred operating losses of $4.9 million and $6.8 million, respectively, and during the six months ended June 30, 2025 and 2024, the Company incurred operating losses of $10.7 million and $12.4 million, respectively, and had an accumulated deficit of $220.9 million as of June 30, 2025. Since its inception, the Company has incurred significant operating losses and negative cash flows. The Company expects to continue to incur net losses as it continues to grow and scale its business. As of June 30, 2025, the Company had cash of $238,008 and outstanding debt of $20.2 million, of which $750,000 was outstanding under the September 2024 Notes (as defined below), $1.0 million was outstanding under the Crowdkeep Convertible Notes (as defined below), $14.0 million was outstanding under the working capital facility, $2,626,000 was related party debt outstanding under the NLabs 2025 Notes (as defined below), and $1.8 million was outstanding under a notes payable with an inventory vendor.

Although the Company has had recurring losses each year since inception, the Company plans to fund its operations and capital funding needs for the next 12 months through a combination of private and public equity and debt offerings, or a combination thereof, including (1) ) cash proceeds of approximately $6.0 million from the Offering (as defined below), (2) the ELOC Program (as defined below)(3) the expected cash tax refund of up to $1.0 million in respect of the Company’s UK subsidiary’s 2023 and 2024 research and development activities, and (4)) potential additional investments in the form of debt or equity to fund operating deficits from existing and/or new investors, including related parties, which may include the Company’s CEO and his affiliates. The Company has a reasonable basis to believe it has alleviated substantial doubt regarding its ability to continue as a going concern. Since January 1, 2025, the Company has received approximately $3.2 million in additional loans from related parties and $1.0 million in loans from unrelated parties in connection with the consummation of the acquisition of Crowdkeep. See Note 13 for additional information. Although management continues to pursue these plans, there is no assurance that the Company will be successful in obtaining sufficient funding on terms acceptable to the Company, if at all.

3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) for interim financial information. Accordingly, certain information and footnote disclosures normally included in consolidated financial statements in accordance with GAAP have been omitted. In the opinion of management, all adjustments considered necessary for a fair presentation have been included.

All significant intercompany balances and transactions have been eliminated in consolidation. We consolidate any variable interest entity (“VIE”) where we have determined we are the primary beneficiary. The primary beneficiary is the entity which has both: (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance; and (ii) the obligation to absorb losses or receive benefits of the entity that could potentially be significant to the VIE. The Company has one VIE, VeeaSystems MX. Transactions with VeeaSystems MX were immaterial during all the period presented and are not separately disclosed.

The condensed consolidated balance sheet as of June 30, 2025, has been derived from the unaudited consolidated financial statements at that date, but does not include all disclosures, including notes required by GAAP for complete financial statements. The unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying footnotes included in the Company’s Annual Report on Form 10-K for its year ended December 31, 2024.

Basis of Accounting

The accompanying condensed consolidated financial statements have been prepared on the accrual basis in accordance with accounting principles generally accepted under GAAP.

Use of Estimates

Management of the Company is required to make certain estimates, judgments, and assumptions during the preparation of its condensed consolidated financial statements in accordance with GAAP. The Company believes that these estimates, judgments and assumptions are reasonable under the circumstances. These estimates, judgments, and assumptions impact the reported amounts of assets, liabilities, revenue, and expenses, and the related disclosure of contingent assets and liabilities. Actual results could differ from these estimates. Changes in such estimates could affect amounts reported in future periods. On an ongoing basis, the Company evaluates its estimates and judgments including those related to: liquidity and going concern, the useful lives and recoverability of property and equipment and definite-lived intangible assets; the recoverability of goodwill and indefinite-lived intangible assets; the carrying value of accounts receivable, including the determination of the allowance for credit losses; inventory, including the determination of allowances for estimated excess or obsolescence; the fair value of warrants; the fair value of acquisition-related contingent consideration arrangements; the fair value of the ELOC; unrecognized tax benefits; legal contingencies; the incremental borrowing rate for the Company’s leases; and the valuation of stock-based compensation, among others.

Emerging Growth Company Status

The Company is an emerging growth company, as defined in the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates.

Segment Information

The Company operates as a single operating segment. The chief operating decision maker is the Company’s Chief Executive Officer, who makes resource allocation decisions and assesses performance based on financial information presented on a consolidated basis, accompanied by disaggregated revenue information. Accordingly, the Company has determined that it has a single reportable segment and operating segment. The majority of the Company’s assets as of June 30, 2025 and December 31, 2024, were attributable to its U.S. operations. For the three months ended June 30, 2025, one customer accounted for more than 10% of the Company’s consolidated revenues. For the six months ended June 30, 2025, two customers accounted for more than 10% of the Company’s consolidated revenues. The Company’s long-lived assets are based on the physical location of the assets.

Recent Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The ASU requires that an entity disclose specific categories in the effective tax rate reconciliation as well as reconciling items that meet a quantitative threshold. Further, the ASU requires additional disclosures on income tax expense and taxes paid, net of refunds received, by jurisdiction. The new standard is effective for annual periods beginning after December 15, 2024, on a prospective basis with the option to apply it retrospectively. Early adoption is permitted. The adoption of this guidance results in the Company being required to include enhanced income tax-related disclosures. The Company adopted this guidance effective January 1, 2025; however, as there is a full valuation allowance on its deferred tax assets, income tax disclosures are not material to the condensed consolidated financial statements and are not included in this Quarterly Report on Form 10-Q but will be evaluated quarterly going forward necessary disclosures.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This ASU includes amendments that expand the existing reportable segment disclosure requirements and requires disclosure of (i) significant expense categories and amounts by reportable segment as well as the segment’s profit or loss measure(s) that are regularly provided to the chief operating decision maker (the “CODM”) to allocate resources and assess performance; (ii) how the CODM uses each reported segment profit or loss measure to allocate resources and assess performance; (iii) the nature of other segment balances contributing to reported segment profit or loss that are not captured within segment revenues or expenses; and (iv) the title and position of the individual or name of the group or committee identified as the CODM. This guidance requires retrospective application to all prior periods presented in the financial statements and is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The adoption of this guidance results in the Company being required to include enhanced disclosures relating to its reportable segments. The Company adopted this guidance effective December 31, 2024, and it did not have a material effect on the Company’s condensed consolidated financial statements.

In November 2024, the FASB issued ASU No. 2024-03 - Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40). In January 2025, the FASB issued ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date to clarify the effective date of ASU 2024-03. The amendments in this ASU require a public business entity to disclose specific information about certain costs and expenses in the notes to its financial statements for interim and annual reporting periods. The objective of the disclosure requirements is to provide disaggregated information about a public business entity’s expenses to help investors (a) better understand the entity’s performance, (b) better assess the entity’s prospects for future cash flows, and (c) compare an entity’s performance over time and with that of other entities. The additional disclosures under this update include (1) disclosing the amounts of purchases of inventory, employee compensation, depreciation, intangible asset amortization, and depreciation, depletion, and amortization recognized as part of oil and gas-producing activities (DD&A) (or other amounts of depletion expense) that are included in each relevant expense caption, (2) include certain amounts that are already required to be disclosed under current generally accepted accounting principles (GAAP) in the same disclosure as the other disaggregation requirements, (3) disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, and (4) disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of this ASU on its condensed consolidated financial statements.

4 - ACQUISITION

On May 13, 2025, the Company entered into an Asset Purchase Agreement (the “APA”) with Crowdkeep, Inc., a Delaware corporation (the “Seller”), pursuant to which, the Company acquired (the “Crowdkeep Closing”), certain assets of Seller relating to Seller’s IoT technology platform business (the “Crowdkeep Assets”), free and clear of any liens other than certain specified liabilities of Seller that were assumed (the “Crowdkeep Liabilities”). In consideration for the acquisition, the Company issued 4,065,689 shares of its Common Stock (the “Purchase Price”).

The transaction was accounted for as an asset acquisition, as the Company determined that substantially all of the fair value was concentrated in a single identifiable intangible asset, proprietary technology, and therefore applied a model consistent with asset acquisition accounting. The total purchase consideration of $6,957,456 was comprised of equity consideration of $6,830,358 based on the number of shares issued at the closing share price, and direct acquisition-related costs for legal and advisory of approximately $127,098, the total of which was allocated to the acquired assets on a relative fair value basis. Because this was not a business combination, no goodwill was recognized.

The transaction was considered a related party transaction due to the involvement of a Company board member who was also the CEO and shareholder of Crowdkeep. The Company established a special committee of the Board comprised of independent members of the Board, that evaluated and approved the transaction, concluding that the terms were commercially reasonable and negotiated at arm’s length.

The patented technology which is recorded as part of intangible assets, net in the condensed consolidated balance sheet, will be amortized over its estimated useful life of 10 years.

5 - REVERSE RECAPITALIZATION

As discussed in Note 1, the Business Combination was consummated on September 13, 2024, which, for accounting and reporting purposes under GAAP, was treated as the equivalent of Private Veea issuing stock for the net assets of Plum, accompanied by an equity recapitalization of Private Veea, which was determined to fall within the scope of Accounting Standards Codification (“ASC”) 805, “Business Combinations”. Plum was treated as the acquired company, and its net assets were stated at historical cost, with no goodwill or other intangible assets recorded. The excess of the fair value of shares issued to Plum over the fair value of Plum’s identifiable net assets acquired represented compensation for the service of a stock exchange listing for its shares and was expensed as incurred.

The warrants issued at the time of Plum’s initial public offering (the “Public Warrants”), and warrants issued in connection with private placement at the time of Plum’s initial public offering (the “Private Placement Warrants”) remain outstanding and are now outstanding warrants for the Company.

Earn-out Share Liability

Following the Closing, stockholders who previously held certain capital stock of Private Veea have the contingent right to receive up to 4.5 million additional shares of the common stock, par value $0.0001 per share, of the Company (“Common Stock”) if certain trading-price based milestones of the Company’s Common Stock are achieved or a change of control transaction occurs during the ten-year period following the Closing.

Under accounting principles, the Company’s obligation to issue the earn-out shares is recorded as a contingent liability (the “Earn-out Share Liability”) in the Company’s financial statements and the initial value of the Earn-out Share Liability was recorded as a transaction cost within operating expenses in the Company’s financial statements for the year ended December 31, 2024. For each subsequent reporting period, changes in the fair value of the Earn-out Share Liability are reported in the Company’s financial statements.

6 - BALANCE SHEET COMPONENTS

Inventory

Inventory consists of the following:

	June 30, 2025			December 31, 2024
Inventory	$	8,014,752		$	7,377,966
Inventory allowance		(904,653	)		(904,653	)
Consigned parts		2,301,975			985,927
Total	$	9,412,074		$	7,459,240

Property and Equipment, net

Property and equipment, net consists of the following:

	June 30, 2025			December 31, 2024
Furniture and fixtures	$	705,726		$	702,122
Computer equipment		337,340			327,166
Leasehold improvements		390,742			390,742
Total property and equipment gross		1,433,808			1,420,030
Less - Accumulated depreciation		(1,296,584	)		(1,209,401	)
Total property and equipment net	$	137,224		$	210,629

Depreciation expense for the three months ended June 30, 2025 and 2024, totaled $36,335 and $54,000, respectively. Depreciation expense for the six months ended June 30, 2025 and 2024, totaled $77,391 and $109,000, respectively.

7 - GOODWILL AND INTANGIBLE ASSETS

Goodwill

The following is a summary of activity in goodwill for the six months ended June 30, 2025 and 2024:

	June 30, 2025
Balance at December 31, 2024	$	4,779,625
Foreign exchange transactions		453,874
Balance at June 30, 2025		5,233,499

	June 30, 2024
Balance at December 31, 2023	$	4,797,078
Foreign exchange transactions		(3,929	)
Balance at June 30, 2024		4,793,149

Intangible Assets

Intangible assets consist of the following:

	As of June 30, 2025
	Amortization Period	Costs as of December 31, 2024		Additions		Disposals		Ending Costs		Accumulated Amortization			Accumulated Impairment		Net Book Value
Patents	15 years	$	7,551,468	$	158,464		-		7,709,932		(6,803,650	)		-	$	906,282
Proprietary technology	10 years		-		6,904,306		-		6,904,306		(89,029	)		-		6,815,276
Intangible assets, net			7,551,468		7,062,770		-		14,614,238		(6,892,679	)		-		7,721,559

	As of December 31, 2024
	Amortization	Costs as of January 1,						Ending		Accumulated			Accumulated			Net Book
	Period	2024		Additions		Disposals		Costs		Amortization			Impairment			Value
Patents	15 years	$	7,332,227	$	219,241	$	-	$	7,506,485	$	(6,765,407	)	$	-		$	786,061
IPR&D	5 years		5,015,694		-		-		5,015,694		(3,554,784	)		(1,460,910	)		-
Intangible assets, net		$	12,347,921	$	219,241	$	-	$	12,552,179	$	(10,320,191	)	$	(1,460,910	)	$	786,061

Intangible assets primarily consist of proprietary technology, patents, patent applications, and in-process research and development (“IPR&D”) and other identifiable intangible assets. Intangible assets are generally amortized on a straight-line basis over the periods of benefit. The Company’s patents have estimated remaining economic useful lives ranging from 5-15 years and the proprietary technology associated with the Crowdkeep Transaction, as defined below, has an estimated remaining useful life of 10 years. Management reviews intangible assets for impairment when events and circumstances warrant. During the six months ended June 30, 2025 and 2024, there were no events that necessitated additional impairment of intangible assets.

Intangible asset amortization expense for the three months ended June 30, 2025 and 2024, totaled $108,272 and $14,000, respectively. Intangible asset amortization expense for the six months ended June 30, 2025 and 2024, totaled $127,272 and $28,000, respectively.

Future estimated amortization expense for the Company’s intangible assets is approximately as follows:

Future estimated amortization as of June 30, 2025
Remainder of 2025	$	373,230
2026		740,335
2027		740,335
2028		742,152
2029		740,335
Thereafter		4,385,172
	$	7,721,559

8 - DEBT

Total outstanding debt of the Company is comprised of the following, including convertible notes:

June 30, 2025	Principal		Debt Discount			Total
Revolving Loan Facility	$	14,000,000	$	-		$	14,000,000
Convertible note payable, current		1,000,000		-			1,000,000
Convertible note payable, net		750,000		(311,568	)		438,432
Notes payable		1,762,415		-			1,762,415
Total	$	17,512,415		(311,568	)	$	17,200,847

December 31, 2024	Principal		Debt Discount			Accrued Interest		Total
Revolving Loan Facility	$	12,700,000	$	-		$	-	$	12,700,000
Convertible note payable		1,200,000		(1,102,684	)		-		97,316
Total	$	13,900,000	$	(1,102,684	)	$	-	$	12,797,316

Revolving Loan Facility

In June 2021, Private Veea entered into a revolving loan agreement (the “2021 Revolving Loan Agreement”) with First Republic Bank, which was subsequently acquired by JPMorgan Chase, (the “Bank”) providing up to $14.0 million of advances (collectively, the “Loan”). The Loan accrues interest at a variable rate based on an index rate established by reference to the average 12-month trailing one-year US treasuries plus a spread of 1.80% per annum and a minimum floor rate of 1.5% per annum. Interest is payable monthly in cash. Private Veea was not required to provide collateral for the advances or comply with any covenants. The advances were secured by a lien on certain personal assets of the CEO. In consideration for the security provided by the CEO, Private Veea issued common stock warrants (the “Related Party Common Stock Warrants”) to NLabs, a principal shareholder of the Company and affiliate of Allen Salmasi (“NLabs”), in consideration for the CEO’s guaranteeing the advances. See Note 12 for further information. In December 2023, Private Veea repaid $5,000,000 of the principal balance of the Loan. Following the acquisition of First Republic, the Loan was transferred to the Bank. There were no borrowings during the three months ended June 30, 2025, and $1.3 million of borrowings during the six months ended June 30, 2025. As of June 30, 2025, the outstanding principal amount of the Loan was $14.0 million, and there is no availability to borrow additional funds.

Convertible Note Payable

Simultaneously with the closing of the Business Combination, the Company and Private Veea issued convertible notes under note purchase agreements (the “Note Purchase Agreements”) with certain accredited investors unaffiliated with the Company and Private Veea (each, an “Investor”) for the sale of unsecured subordinated convertible promissory notes (the “September 2024 Notes”) as part of a private placement offering of up to $15.0 million in purchase price for such September 2024 Notes in the aggregate (the “Financing Closing”). The Company received $1.45 million in proceeds from the issuance of its convertible promissory notes. In addition to a September 2024 Note, each Investor received, as a transfer from NLabs immediately prior to the Financing Closing, a number of shares of Private Veea’s Series A-1 Preferred Stock that upon the Closing became a number of registered shares of Common Stock equal to such Investors’ original principal note loan amount under their respective notes divided by $7.50 (the “Transferred Shares”). 2.0 million Transfer Shares were delivered to Investors at the Financing Closing. The Note Purchase Agreements include customary registration rights.

The Transferred Shares were recorded at a fair value of $21.6 million on the Company’s consolidated financial statements at issuance, which reflected a significant discount to the face amount of the September 2024 Notes. In addition to the cash received at the Financing Closing, one of the Investors committed to purchase approximately $13.6 million (the “Commitment Amount”) of September 2024 Notes, on or prior to November 15, 2024, which date was subsequently extended to December 15, 2024. On December 31, 2024, the Company and one of the Investors entered into a mutual Settlement and Release Agreement pursuant to which the Company agreed to terminate the Investor’s obligation to purchase a note in the Commitment Amount and provided for a mutual release of claims, in exchange for a payment to the Company of an aggregate amount of approximately $5.4 million, which amount includes payments previously made to the Company in respect of the Commitment Amount. As the Company received approximately $1.5 million of the total expected $15.0 million proceeds at the Financing Closing, a proportional amount (approximately $19.5 million) of the substantial discount was deferred and recorded as a deferred financing asset on the Company’s consolidated financial statements. At December 31, 2024, the deferred financing assets were reversed on the Company’s consolidated financial statements.

The Company and VeeaSystems Inc. (“VeeaSystems”) are co-borrowers under each September 2024 Note (together, the “Borrowers”) and are jointly responsible for the obligations to each Investor thereunder. Each September 2024 Note has a maturity date of 18 months after the Financing Closing but is prepayable in whole or in part by the Borrowers at any time without penalty. The outstanding obligations under each September 2024 Note accrues interest at a rate equal to the Secured Overnight Financing Rate plus 2% per annum, adjusted quarterly, but interest is only payable upon the maturity date of the September 2024 Note as long as there is no event of default thereunder. Each September 2024 Note is unsecured and expressly subordinated to any senior debt of the Borrowers. The September 2024 Notes and the Note Purchase Agreements do not include any operational or financial covenants for the Borrowers. Each September 2024 Note includes customary events of default including, without limitation, failure to pay amounts due on the maturity date, failure to otherwise comply with the Borrowers’ covenants or for Borrower insolvency events, in each case, with customary cure periods. Upon an event of default, the Investor may accelerate all obligations under its September 2024 Note and the Borrowers will be required to pay for the Investor’s reasonable out-of-pocket collection costs.

The outstanding obligations under each September 2024 Note are convertible in whole or in part into shares of Common Stock (the “Conversion Shares”) at a conversion price of $7.50 per share (subject to equitable adjustment for stock splits, stock dividends and the like with respect to the Common Stock after the Financing Closing) (the “Conversion Price”) at any time after the Financing Closing at the sole election of the Investor. The outstanding obligations under each September 2024 Note will automatically convert at the Conversion Price if (i) the Company or its subsidiaries consummate one or more additional financings for equity or equity-linked securities for at least $20 million in the aggregate or makes one or more significant acquisitions valued in the aggregate (based on the consideration provided by the Company and its subsidiaries) to be at least $20 million, (ii) the Investors holding a majority of the aggregate outstanding obligations under the September 2024 Notes expressly agree to convert all obligations under the September 2024 Notes or (iii) the Common Stock trades with an average daily VWAP of at least $10.00 (subject to equitable adjustment for stock splits, stock dividends and the like with respect to the Common Stock after the Financing Closing) for ten (10) consecutive trading days. The obligations under each September 2024 Note will also automatically convert in connection with a Brokerage Transfer, as described below.

The Conversion Shares were initially subject to a lock-up for a period of 6 months after the Financing Closing. The Transferred Shares were not subject to any lock-up restrictions, but for a period of 6 months after the Closing they were separately designated by the Transfer Agent and kept as book entry shares on the Transfer Agent’s records and were not be eligible to be held by DTC without the Investor first notifying the Company of its intent to transfer any such Transferred Shares to a brokerage account and/or to be held by DTC or another nominee (a “Brokerage Transfer”). If the Investor provided such notice or otherwise has any Transferred Shares subject to a Brokerage Transfer within 6 months after the Closing, a portion of the outstanding obligations under such Investor’s Note would automatically convert into a number of Conversion Shares equal to the number of Transferred Shares subject to such Brokerage Transfer, and the lock-up period for such Conversion Shares would be extended for an additional 6 months to 12 months after the Financing Closing. As of June 30, 2025, $700,000 in aggregate principal amount of the September 2024 Notes, together with associated interest, had automatically converted upon the occurrence of a Brokerage Transfer.

The Company reviewed the conversion feature granted in the notes under ASC 815, “Derivatives and Hedging” (“ASC 815”), and concluded that the conversion price was based on a variable (enterprise value) that was not an input to the fair value of a “fixed-for-fixed” option as defined under ASC 815 - 40 and is therefore considered a conversion option liability that should be bifurcated from the debt host. As the fair value of the conversion option liability exceeded the net proceeds received, in accordance with ASC 470-20, the Company recorded the conversion option liability at fair value with the excess of the fair value over the net proceeds received recognized as a loss in earnings. See Note 15 for further information.

On April 17, 2025, and May 13, 2025, the Company and the majority stockholder of the Seller (“Crowdkeep Investor”), entered into two Note Purchase Agreements (the “Crowdkeep Note Purchase Agreements”). Pursuant to the Crowdkeep Note Purchase Agreements, the Crowdkeep Investor loaned to the Company an aggregate of $1,000,000 in two tranches (the “Crowdkeep Loans”), of which $500,000 was provided on April 17, 2025 and $500,000 was provided on May 13, 2025. In connection with the entry into the Crowdkeep Note Purchase Agreements the Company issued to the Crowdkeep Investor unsecured convertible promissory notes (the “Crowdkeep Convertible Notes”). The Crowdkeep Convertible Notes have an aggregate principal amount of $1,000,000, and the interest under the Crowdkeep Convertible Notes accrues at an annual rate of 8%. The maturity date of the Crowdkeep Convertible Notes are April 17, 2026, and May 13, 2026, respectively.

Pursuant to the terms of the Convertible Notes, upon an event of default, the outstanding principal amount of the applicable Crowdkeep Convertible Note, plus accrued but unpaid interest, will become immediately due and payable in full. Events of default include failure to pay any principal or interest amounts under the Crowdkeep Convertible Notes, failure to perform covenants in the Crowdkeep Convertible Notes and certain bankruptcy and insolvency conditions of the Company. The Company may prepay all or any portion of the Crowdkeep Convertible Notes at any time. The Crowdkeep Convertible Notes are convertible, in whole or in part, into shares of Common Stock (the “Crowdkeep Conversion Shares”) at the option of the Crowdkeep Investor, at a price per share of $5.00 subject to certain equitable adjustments. The Crowdkeep Convertible Notes will automatically convert on the date that the closing price of the Common Stock is at $7.50 or above for ten (10) consecutive trading days within any consecutive thirty (30) trading day period, equal to the lesser of (i) $7.50 per share and (ii) 20% multiplied by the VWAP (calculated as set forth in the Crowdkeep Convertible Notes) for the prior consecutive thirty (30) trading day period, in each case subject to certain equitable adjustments. The Crowdkeep Note Purchase Agreements and Crowdkeep Convertible Notes include other customary terms and conditions.

9 - INVESTMENTS

The Company accounts for its private company investments without readily determinable fair values under the cost method. These investments, for which the Company is not able to exercise significant influence over any one individual investee, is measured and accounted for using an alternative measurement basis of a) the security’s carrying value at cost, b) less any impairment and c) plus or minus any qualifying observable price changes. Observable price changes or impairments recognized on the Company’s private company investments would be classified as a Level 3 financial instrument within the fair value hierarchy based on the nature of the fair value inputs. Any adjustments to the carrying values are recognized in other income, net in the Company’s consolidated statements of operations and comprehensive loss. As of December 31, 2024, the Company performed the qualitative assessment for impairment of its investments. Based on this qualitative assessment, impairment indicators were present for one of its investments; therefore, the company performed an analysis to estimate its fair value and recognized an impairment loss of $216,278. As of June 30, 2025, there were no indicators of impairment. The carrying value of the Company’s private company investments was $235,737 as of both June 30, 2025 and December 31, 2024. These investments, which do not have a stated contractual maturity date, were classified as Investments on the Company’s consolidated balance sheets.

10 - STOCKHOLDERS’ EQUITY

On September 13, 2024, the Company consummated the Business Combination which was accounted for as a reverse recapitalization. In connection with the consummation of the Business Combination (i) the Company de-registered from the Register of Companies in the Cayman Islands by way of continuation out of the Cayman Islands and into the State of Delaware, migrating to and domesticating as a Delaware corporation (the “Domestication”) and (ii) restated our certificate of incorporation (“Restated Certificate of Incorporation”). In connection with the Domestication, each share of outstanding Class A ordinary shares were converted by operation of law into shares of Common Stock, on a one-for-one basis. Upon filing of the Restated Certificate of Incorporation, each issued and outstanding share of Class B stock outstanding immediately prior to the filing of the Restated Certificate of Incorporation was converted into shares of Common Stock on a one-for-one basis. Under the Restated Certificate of Incorporation, the Company is authorized to issue 551,000,000 shares of capital stock, consisting of (a) 550,000,000 shares of Common Stock with a par value of $0.0001 per share and (b) 1,000,000 shares of preferred stock with a par value of $0.0001 per share.

Holders of Common Stock are entitled vote on all matters submitted to the stockholders vote or approval, other than on any amendment to the Restated Certificate of Incorporation (including any certificate of designations relating to any series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together as a class with the holders of one or more other such series, to vote thereon pursuant to the Restated Certificate of Incorporation (including any certificate of designations relating to any series of Preferred Stock). Holders of Common Stock are entitled to one vote per share on all matters submitted to the stockholders for their vote or approval.

Equity Line of Credit

On December 2, 2024, the Company entered into a common stock purchase agreement (“Common Stock Purchase Agreement”) and related registration rights agreement (the “Registration Rights Agreement”) with White Lion Capital, LLC (“White Lion”). Pursuant to the Common Stock Purchase Agreement, the Company has the right, but not the obligation, to direct White Lion to purchase up to $25.0 million in aggregate gross purchase price of newly issued shares of Common 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 depend on a variety of factors including, among other things, market conditions, the trading price of the 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 stock. In all instances, the Company may not sell shares of Common Stock under the 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 the 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 Stock.

During the three and six months ended June 30, 2025, the Company received $232,340 and $836,766, respectively, in proceeds and issued 117,500 and 358,000 shares, respectively, of Common Stock, pursuant to the ELOC Program.

The Company agreed to issue to White Lion shares of Common Stock as a commitment fee (the “Commitment Shares”). The fair value of the Commitment Shares was $25,000, which pursuant to ASC 815, was recorded in transaction costs in the condensed consolidated statement of operations and comprehensive income (loss) during the six months ended June 30, 2025. The Common Stock Purchaser has agreed that during the term of the Common Stock Purchase Agreement, neither it nor any of its affiliates will engage in any short sales or hedging transactions involving the Common Stock. Further, the Common Stock Purchase Agreement provided for the issuance of additional Commitment Shares to the Common Stock Purchaser if the Company failed to sell at least $1,000,000 in gross proceeds to the Common Stock Purchaser by the sixth-month anniversary of signing of the Common Stock Purchase Agreement. The Company and the Common Stock Purchaser amended the Common Stock Purchase Agreement effective of June 2, 2025 (the “ELOC Amendment”) to provide for (i) an extension of the time period to December 15, 2025 and (ii) an increase the gross proceeds sold under the Common Stock Purchase Agreement to $1,250,000. If the Company fails to sell such amount of, the number of additional Commitment Shares would be equal to $50,000 divided by the volume weighted average stock price of the Common Stock 10 days prior to December 15, 2025.

11 - STOCK INCENTIVE PLANS

In September 2014, the Private Veea’s Board of Directors adopted the Max2 Inc. Equity Incentive Plan (“2014 Plan”). Upon adoption of the 2014 Plan, the aggregate number of shares of Common Stock reserved for awards under the Plan were 1,250,000. In September 2018, Private Veea’s Board of Directors adopted the Veea Inc. 2018 Equity Incentive Plan (“2018 Plan” and collectively with the 2014 Plan, the “Private Veea Plans”). Upon adoption of the 2018 Plan, 4,900,000 shares of the Common Stock were reserved for the issuance of incentive awards. In January 2021, the 2018 Plan was amended to increase the total number of authorized shares reserved for issuance to 12,492,910. Under the Private Veea Plans, option awards were generally granted with an exercise price equal to the fair market value of the Company’s stock at the date of grant; those option awards generally vested with a range of one to four years of continuous service and had ten-year contractual terms. Certain option awards provided for accelerated vesting if there was a change in control, as defined in the Private Veea Plans. The Private Veea Plans also permitted the granting of restricted stock and other stock-based awards. Unexercised options were cancelled upon termination of employment and became available for reissuance under the Private Veea Plans.

On June 4, 2024, the stockholders of the Company approved the Veea Inc. 2024 Incentive Award Plan (the “2024 Incentive Plan”, collectively with the Private Veea Plans, the “Plans”), which became effective upon the Closing. The Company initially reserved 4,460,437 shares of Common Stock for the issuance of awards under the 2024 Incentive Plan (“Initial Limit”). The Initial Limit represented 10% of the aggregate number of shares of the Common Stock outstanding immediately after the Closing plus the number of shares of Common Stock issuable under the 2014 Plan and the 2016 Plan and is subject to increase each year over a ten-year period. The 2024 Incentive Plan provides for the grant of stock options, which may be ISOs or non-statutory stock options (“NSOs”), stock appreciation rights (“SARs”), restricted shares, restricted stock units (“RSUs”) and other stock or cash-based awards that the Administrator determines are consistent with the purpose of the 2024 Incentive Plan. As of June 30, 2025, the Company had approximately 429,724 shares available for grant.

On June 4, 2024, the stockholders of the Company approved Veea Inc. 2024 Employee Stock Purchase Plan (the “ESPP”), which became effective upon the Closing. An aggregate of 1,070,603 shares of Common Stock has been reserved for issuance or transfer pursuant to rights granted under the ESPP (“Aggregate Number”). The Aggregate Number represented 3% of the aggregate number of shares of Common Stock outstanding immediately after the Closing and is subject to increase each year over a ten-year period. The ESPP provides eligible employees with an opportunity to purchase Common Stock from the Company at a discount through accumulated payroll deductions. The ESPP will be implemented through a series of offerings of purchase rights to eligible employees. Under the ESPP, the Company’s Board of Directors may specify offerings but generally provides for a duration of 12 months. The purchase price will be specified pursuant to the offering, but cannot, under the terms of the ESPP, be less than 85% of the lower of the fair market value per share of the Common Stock on either the offering date or on the purchase date. As of June 30, 2025, there have not yet been any offering periods available to purchase Common Stock under the ESPP.

In connection with the Business Combination, each Private Veea option that was outstanding immediate prior to Closing, whether vested or unvested, was exchanged for a stock option under the 2024 Plan (each an “Exchanged Option”) to acquire a number of shares of Common Stock equal to the product of (i) the number of shares of Private Veea’s common stock subject to such Private Veea option immediately prior to the Business Combination and (ii) the Exchange Ratio, at an exercise price per share equal to (A) the exercise price per share of such Private Veea option immediately prior to the consummation of the Business Combination, divided by (B) the Exchange Ratio. Following the Business Combination, each Exchanged Option continues to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding former Private Veea option immediately prior to the consummation of the Business Combination. Unvested Private Veea options did not accelerate nor vest on the consummation of the Business Combination. All stock option activity was retroactively restated to reflect the effect of the Exchange Ratio. Generally, stock options vest 25% on the first anniversary of the vesting commencement date and then quarterly thereafter for 12 quarters, or pursuant to another vesting schedule as approved by the Board and set forth in the option agreement. Stock options have a maximum term of ten years from the date of grant. The aggregate intrinsic value is the fair market value on the reporting date less the exercise price for each option. The fair value of each stock option award is estimated on the date of the grant using the Black-Scholes option-pricing model. For options granted during the six months ended June 30, 2025 and 2024, respectively, the weighted average estimated fair value using the Black-Scholes option pricing model was $1.04 and $0.55 per option, respectively.

Stock Options

Stock option activity under the Plan was as follows:

	Number of Options			Weighted- Average Exercise Price per Share		Weighted- Average Remaining Contractual Term (years)
Outstanding at December 31, 2024		3,790,702		$	1.04		5.98
Granted		178,937			1.64		-
Exercised		(477	)		-		-
Forfeited / Expired		(33,055	)		1.80		-
Outstanding at June 30, 2025		3,936,107		$	3.60		8.5
Exercisable at June 30, 2025		3,806,983			3.66		8.46

The fair value of each stock option granted is estimated using the Black-Scholes option-pricing model using the single-option award approach. The assumptions used to calculate the fair value of the options granted during the six months ended June 30, 2025, were as follows:

	June 30, 2025
Stock Price	$	1.64
Expected term (years)		5.0
Volatility		75	%
Risk-Free Rate		3.86	%

Stock compensation expense related to the common stock options outstanding for the six months ended June 30, 2025 and 2024, was $158,257 and $334,774, respectively, which is included in general and administrative expenses in the Company’s condensed consolidated statements of operations and comprehensive income (loss). Total unrecognized expense related to unvested options outstanding as of June 30, 2025, was $179,076 which will be recognized over a weighted average period of 2.43 years.

Restricted Stock Units

RSU activity under the Plan was as follows:

	Number of RSUs			Weighted- Average Grant Date Fair Value
Unvested at December 31, 2024		-		$	-
Granted		695,034			1.60
Vested		(60,852	)		1.60
Forfeited		(3,581	)		1.60
Unvested at June 30, 2025		630,603		$	1.60

Stock compensation expense related to the RSUs for the six months ended June 30, 2025 was $281,655 which is included in general and administrative expenses in the Company’s condensed consolidated statements of operations and comprehensive income (loss). There were no RSUs granted during the six months ended June 30, 2024. Total unrecognized expense related to unvested RSUs as of June 30, 2025, was $824,670 which will be recognized over a weighted average period of 0.8 years.

12 - WARRANTS

As part of Plum’s initial public offering (“IPO”), Plum issued warrants to third-party investors where each whole warrant entitles the holder to purchase one share of the Common Stock at an exercise price of $11.50 per share (the “Public Warrants”). Simultaneously with the closing of the IPO, Plum completed the private sale of warrants (the “Private Placement Warrants” and together with the Public Warrants, the “Warrants”) where each Private Placement Warrant allows the holder to purchase one share of the Common Stock at $11.50 per share. At June 30, 2025, there were 6,384,326 Public Warrants and 5,256,218 Private Placement Warrants outstanding.

The Public Warrants become exercisable at per share, subject to adjustment, at any time commencing 30 days after the completion of the Business Combination; provided that the Company has an effective registration statement under the Securities Act covering the shares of Common Stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement) and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. The warrants will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation.

The Company has agreed that as soon as practicable, but in no event later than twenty business days after the closing of the Business Combination, it shall use commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Common Stock issuable upon exercise of the warrants. Such registration statement was declared effective by the SEC on January 15, 2025.

With the exception of the Private Placement Warrants, in no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the shares of Common Stock underlying such Warrant.

Redemption of Warrants When the Price per Share of Common Stock Equals or Exceeds $18.00

Once the Warrants become exercisable, the Company may redeem the outstanding Warrants (except with respect to the Private Placement Warrants):

●

in whole and not in part;

●

at a price of $0.01 per warrant;

●

upon not less than 30 days’ prior written notice of redemption to each warrant holder; and

●

if, and only if, the last reported sale price of our Common Stock 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 warrant) for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders.

Redemption of Warrants When the Price per Share of Common Stock Equals or Exceeds $10.00

Once the Warrants become exercisable, the Company may redeem the outstanding Warrants:

●

in whole and not in part;

●

at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares, based on the redemption date and the “fair market value” (as defined above) of our Common Stock;

●

if, and only if, the closing price of our Common Stock equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and

●

if the closing price of our Common Stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.

The Private Placement Warrants were initially issued in the same form as the Public Warrants with the exception that the Private Warrants: (i) would not be redeemable by the Company and (ii) may be exercised for cash or on a cashless baseless so long as they are held by the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants.

The Public Warrants were initially classified as a derivative liability instrument. Upon the closing of the Business Combination, the Public Warrants in accordance with the guidance contained in ASC 815 are no longer precluded from equity classification. Equity-classified contracts are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity.

The Company continues to recognize the Private Placement Warrants as liabilities at fair value as of the Closing Date, with an offsetting entry to additional paid-in capital and adjusts the carrying value of the instruments to fair value through other income (expense) on the condensed consolidated statement of operations and comprehensive income (loss) at each reporting period until they are exercised. As of June 30, 2025, the Private Placement Warrants are presented within warrants on the condensed consolidated balance sheet.

Private Veea Warrants

Upon the closing of the Business Combination, the Related Party Common Stock Warrants were exercised in whole, on a net basis, for 3,880,000 shares of common stock of Private Veea at a conversion price of $0.01 per share for an aggregate purchase price of $38,800. A total of 21,798 shares of common stock were surrendered in payment of the purchase price.

In connection with the Business Combination, Private Veea’s outstanding equity-classified Preferred stock warrants were exchanged for common stock warrants of the Company (each an “Exchanged Warrant”) to purchase a number of shares of Common Stock, after adjustment for anti-dilutive shares, equal to the product of (i) the number of shares of Private Veea’s common stock subject to such Preferred Stock warrant immediately prior to the Business Combination and (ii) the Exchange Ratio, at an exercise price per share equal to (A) the exercise price per share of such Preferred Stock warrant immediately prior to the consummation of the Business Combination, divided by (B) the Exchange Ratio. On November 6, 2024, the warrant holder exercised warrants to purchase 79,654 shares of Common Stock at an exercise price of $0.05 per share for an aggregate purchase price of $3,983. The outstanding Exchanged Warrants are exercisable at the option of the holder until September 28, 2028, for an exercise price of $10.19 per share. As of June 30, 2025, there are 159,307 Exchanged Warrants outstanding.

13 - RELATED PARTY TRANSACTIONS

Lease Agreements

On March 1, 2014, Private Veea entered into a sublease agreement with NLabs Inc., an affiliate of the Company’s CEO that held approximately 33% of the Company’s outstanding capital stock at December 31, 2024, for office space for an initial term of five years. In 2018, Private Veea renewed the sublease for an additional five-year term, with all other terms and conditions of the sublease remaining the same. The renewal term expired February 28, 2024, and was subsequently extended to December 31, 2025. Rent for the office space is accrued and not paid in cash. The Company recognized rent expense of $122,400 for each of the six months ended June 30, 2025 and 2024, which was classified as general and administrative expenses in the Company’s condensed consolidated statements of operations and comprehensive income (loss). Accrued and unpaid rent expense included in the Company’s condensed consolidated balance sheets was $1,836,000 as of June 30, 2025 and $1,713,600 as of December 31, 2024.

In April 2017, Private Veea entered into a lease agreement with 83^rd Street LLC to lease office space for an initial term of two years. The sole member of 83^rd Street LLC is the Salmasi 2004 Trust. At December 31, 2024, the Salmasi 2004 Trust held approximately 8% of Veea’s outstanding capital stock. Veea’s CEO is the grantor of the Salmasi 2004 Trust. In 2018, Private Veea renewed the lease for an additional five-year term, with all other terms and conditions of the lease remaining the same. The renewal term expired February 28, 2024, and was subsequently extended to December 31, 2025. Rent for the office space is accrued and not paid in cash. The Company recognized rent expense of $144,000 for each of the six months ended June 30, 2025, which is classified as general and administrative expenses in the Company’s condensed consolidated statements of operations and comprehensive income (loss). Accrued and unpaid rent expense included in the Company’s condensed consolidated balance sheets was $2,088,000 and $1,944,000 as of June 30, 2025 and December 31, 2024, respectively.

Related Party Debt

At the Closing of the Business Combination, promissory notes evidencing loans made by NLabs to the Company from 2021 through the Closing (the “Related Party Notes”) in the aggregate amount, including accrued interest, of $15,739,897, were converted into shares of Common Stock at a price of $5.00 per share, which shares were not considered Existing Veea Shares and were in addition to the shares of Common Stock issued to holders of Existing Veea Shares. See Note 4 for further information regarding the conversion of the Related Party Notes.

During the six months ended June 30, 2025, NLabs made loans to the Company in the aggregate principal amount of $2,626,000. Subsequent to June 30, 2025, NLabs made additional loans to the Company in the aggregate principal amount of $550,000. (collectively, the “NLabs 2025 Notes”). Interest on the loans accrue at a rate of 10% per annum, calculated on the basis of a 365-day year. Accrued interest on the NLabs 2025 Notes through June 30, 2025 was $28,432. The Company satisfied the payment of the outstanding NLabs 2025 Notes, plus accrued interest, in the aggregate amount of approximately $3,239,096, with the issuance of approximately 3,239,096 shares of Common Stock with accompanying common warrants issued in the Offering, based on the assumed offering price of $1.00 per share. See Note 15 for additional information.

14 - COMMITMENTS AND CONTINGENCIES

Purchase Commitments with Contract Manufacturers and Suppliers

As of June 30, 2025, the Company had no unconditional purchase obligations for the purchase of goods or services from suppliers and contract manufacturers. Unconditional purchase obligations are obligations that are enforceable and legally binding on the Company and specify all significant terms, including quantities to be purchased, fixed, minimum or variable price provisions and the approximate timing of the transaction. Unconditional purchase obligations exclude agreements that are cancellable without penalty.

Leases

The Company leases office space in the U.S., including office space from related parties as disclosed in Note 13. These leases expire at various dates through 2025. Under the terms of the various lease agreements, the Company may bear certain costs such as maintenance, insurance and taxes. Lease agreements may provide for increasing rental payments at fixed intervals. The Company’s CEO has guaranteed the obligations under the office space leased in New Jersey. The Company also leases offices in the United Kingdom, France, and Mexico under short-term arrangements of twelve months or less.

Indemnifications

In the normal course of business, the Company has indemnification obligations to other parties, including customers, lessors, and parties to other transactions with us, with respect to certain matters. The Company has agreed to indemnify against losses arising from a breach of representations or covenants or out of intellectual property infringement or other claims made against certain parties. These agreements may limit the time or circumstances within which an indemnification claim can be made and the amount of the claim.

It is not possible to determine the maximum potential amount for claims made under the indemnification obligations due to uncertainties in the litigation process, coordination with and contributions by other parties and the defendants in these types of cases, and the unique facts and circumstances involved in each particular case and agreement. To date, the Company has made no indemnity payments. In addition, the Company has entered into indemnification agreements with its officers and directors, and its Amended and Restated Bylaws contain similar indemnification obligations to its agents.

Litigation

In the normal course of business, the Company may become involved in various lawsuits and legal proceedings. The Company accrues contingent liabilities when it is probable that future expenditures will be made, and such expenditures can be reasonably estimated. While the ultimate results of these matters cannot be predicted with certainty, management does not expect them to have a material adverse effect on the financial position or results of operations of the Company.

Other Commitments

In connection with the Business Combination, the Company agreed to pay certain legal expenses contingent upon the closing of the Business Combination, certain of which expenses were mutually agreed to be deferred to periods after the Closing. As of June 30, 2025, the amount of the deferred fees totaled $2,257,457, recorded in deferred payables, current in the condensed consolidated balance sheet.

15 - FAIR VALUE MEASUREMENTS

Recurring Fair Value Measurements

Warrant liability

The Company’s initial value of the warrant liability was based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets and classified as level 3. The subsequent measurement of the Private Warrants is classified as Level 2 because these warrants are economically equivalent to the Public Warrants, based on the terms of the Private Warrant agreement, and as such their value is principally derived by the value of the Public Warrants. Significant deviations from these estimates and inputs could result in a material change in fair value. During the six months ended June 30, 2025, there were no transfers amongst level 1, 2, and 3 values during the period.

The conversion feature of the Convertible Promissory Notes is measured at fair value using a Monte Carlo model that fair values the conversion option.

The following table presents fair value information as of June 30, 2025 and December 31, 2024, of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

June 30, 2025	Total		Level 1		Level 2		Level 3
Private warrant liability	$	735,870	$	-	$	735,870	$	-
Convertible note option liability		270		-		-		270
Earn-out share liability		6,760,000		-		-		6,760,000
Total	$	7,496,140		-		735,870		6,760,270

December 31, 2024	Total		Level 1		Level 2		Level 3
Assets
Money Market Funds	$	-	$	-	$	-	$	-
Liabilities
Private warrant liability		840,994		-		840,994		-
Convertible note option liability		60,000		-		-		60,000
Earn-out Share Liability		15,560,000		-		-		15,560,000
Total	$	16,460,994		-		840,994		15,620,000

Convertible Note Option Liability

The Company established the initial fair value for the convertible note option liability as of September 13, 2024, which was the date the Convertible Note was executed. As of June 30, 2025, the fair value was remeasured using an option pricing model. The option pricing model was used to value the convertible note option liability for the initial periods and subsequent measurement periods.

The convertible note option liability was classified within Level 3 of the fair value hierarchy due to the use of unobservable inputs. The key inputs into the option pricing model for the convertible note option liability were as follows:

	June 30, 2025			December 31, 2024
Stock Price	$	1.83		$	3.81
Expected term (years)		0.70			1.2
Volatility		95	%		75.0	%
Risk-Free Rate		4.16	%		4.18	%
Interest rate		6.45	%		6.49	%

	Six months ended June 30, 2025
Balance, beginning of period	$	60,000
Change in fair value		(59,730	)
Balance, end of period	$	270

Earn-out Share Liability

Following the closing of the Business Combination, holders of certain capital stock of Private Veea immediately prior to the closing have the contingent right to receive up to 4.5 million additional shares of Common Stock if certain trading-price based milestones of the Common Stock are achieved or a change of control transaction occurs during the ten-year period following the Closing. The Company’s obligation to issue the earn out shares is recorded as a contingent liability (the “Earn-out Share Liability”) in the Company’s financial statements. The initial value of the contingent Earn-out Share Liability of $53.6 million was recorded as a transaction cost within operating expenses. The fair value of the Earn-out Share Liability was estimated using a Monte Carlo simulation utilizing assumptions related to the contractual term of the instruments, estimated volatility, the price of the Common Stock, and current interest rates.

The following table presents the changes in fair value of the earn-out liability:

	Six months ended June 30, 2025
Balance, beginning of period	$	15,560,000
Change in fair value		(8,800,000	)
Balance, end of period	$	6,760,000

The key inputs for the Earn-out Share Liability were as follows:

	June 30, 2025			December 31, 2024
Stock Price	$	1.83		$	6.5
Expected term (years)		9.2			10
Volatility		80	%		75.0	%
Risk-Free Rate		4.19	%		3.81	%

16 - EARNINGS PER SHARE

The computation of basic and dilutive net loss per share attributable to common stockholders for the six months ended June 30, 2025 and 2024, are as follows:

	Three Months Ended June 30,						Six Months Ended June 30,
	2025			2024			2025			2024
Basic:
Numerator:
Net loss attributable to common shareholders	$	(7,410,858	)		(7,278,070	)	$	(3,111,806	)	$	(13,297,064	)
Denominator:
Weighted-average common shares outstanding		38,813,663			21,327,643			37,621,401			20,926,336
Net loss per share – basic:		(0.19	)		(0.34	)	$	(0.08	)	$	(0.64	)
Diluted:
Numerator:
Net income (loss) attributable to common and common equivalent shareholders		(7,410,858	)		(7,278,070	)		(3,111,806	)		(13,297,064	)
Denominator:
Weighted-average common stock outstanding		38,813,663			21,327,643			37,621,401			20,926,336
Stock options, RSUs, warrants, Earn-Out Liability, and convertible notes outstanding to purchase shares of common stock		-			-			-			-
Total common and common equivalent shares outstanding		38,813,663			21,327,643			37,621,401			20,926,336
Net loss per share – diluted:		(0.19	)		(0.34	)	$	(0.08	)	$	(0.64	)

The weighted average potential shares of common stock that were excluded from the calculation of net income (loss) per share-diluted for the periods presented because including them would have been anti-dilutive consisted of the following:

	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Stock options outstanding to purchase shares of common stock and RSUs		4,299,028		-		4,222,367		-
Public and Private Warrants		11,799,851		-		11,799,851		-
Convertible Notes		184,531		-		92,265		-

The weighted average potential shares of common stock that were excluded from the calculation of net loss per share-diluted because the performance or market conditions associated with these awards were not met are as follows for the periods presented:

	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Earn-Out Liability		4,500,000		-		4,500,000		-

17 - EMPLOYEE 401(k) PLAN

The Company sponsors a 401(k) plan (the “Plan”) to provide retirement benefits for its employees.

As allowed under Section 401(k) of the Internal Revenue Code, the Plan provides for tax-deferred salary contributions and after-tax contributions for eligible employees. The Plan provides for tax-deferred salary contributions and after-tax contributions for eligible employees. Employee contributions are limited to a maximum annual amount as set periodically by the Internal Revenue Code. The Company matches pretax and Roth employee contributions up to 4% of eligible earnings that are contributed by employees. All matching contributions vest immediately. The Company’s matching contributions to the Plan for the six months ended June 30, 2025 and 2024, totaled $37,240 and $77,697, respectively. A total of $202,050 is reflected in accrued expenses in the condensed consolidated balance sheet for matching contributions accrued but not yet paid.

18 - SUBSEQUENT EVENTS

The Company evaluated subsequent events from June 30, 2025, the date of these financial statements, through the date on which the financial statements were issued (the “Issuance Date”), for events requiring recording or disclosure in the financial statements as of and for the six months ended June 30, 2025. The Company concluded that no events have occurred that would require recognition or disclosure in the financial statements, except as described below:

Public Offering

On August 14, 2025, the Company closed a public offering to purchase up to 9,189,096 shares of common stock and warrants to purchase up to 9,189,096 shares of common stock at a combined offering price of $1.00 per share and accompanying warrant (the “Offering”). The Company received aggregate cash gross process of approximately $6.0 million, before deducting placement agent fees and other offering expenses. The warrants have an exercise price of $1.10 per share, are exercisable immediately and will expire five years from the original issuance date. Included in the aggregate securities issued are 3,239,096 shares of common stock and accompanying warrants that were issued to NLabs in consideration and satisfaction of the NLabs 2025 Notes. The Company intends to use the net proceeds from the Offering for investments in inventory and the Company’s customer support infrastructure and for other working capital and general corporate purposes.

Supply Agreement

On August 7, 2025, VeeaSystems Inc., a Delaware corporation (“VeeaSystems”), a wholly owned subsidiary of Veea Inc., a Delaware corporation (the “Company”), entered into a certain Framework Agreement for the Licenses, Equipment and Services (the “Supply Agreement”) with RadioMovil Dipsa, S.A. De C.V. (“Telcel”), a Mexican wireless telecommunications company owned by América Móvil, effective August 7, 2025. The Supply Agreement was signed by the parties following the completion of an extensive certification and homologation process with Telcel; and the successful completion of trials with certain Telcel enterprise customers of the Company’s VeeaHub STAXÒ-5G product, incorporating Telcel SIM cards.

The Supply Agreement sets forth the general guidelines, terms and conditions that govern the solution implementation and marketing, as well as the provisioning of the services provided by VeeaSystems. Under the agreement, VeeaSystems will supply a comprehensive Platform-as-a-Service solution featuring 5G-based Fixed Wireless Access (FWA) through its VeeaHub STAXÒ-5G device, which incorporates 4G and 5G cellular connectivity, Wi-Fi 6 Access Point, IoT gateway, storage and Linux server capabilities to deliver connectivity with integrated AI-driven cybersecurity services, managed connectivity, and monitoring tools while capable of hosting applications on STAX-5G including third-party application. The parties have agreed to work together in the development of the marketing strategy, branding and promotion of VeeaSystems’s services to Telcel’s customers in Mexico. The agreement provides for an initial term of three years and automatically renews for successive one-year terms, unless either party elects not to renew upon 90-day prior notice.

Appointment of Acting Chief Financial Officer

On July 15, 2025, Randal V. Stephenson was appointed as the Company’s Acting Chief Financial Officer.

Appointment of Acting Chief Revenue Officer

On July 15, 2025, Mr. Helder Antunes a current member of the Company’s Board of Directors was appointed acting Chief Revenue Officer.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of the financial condition and results of operations of Veea should be read together with our audited consolidated financial statements and unaudited consolidated condensed financial statements. In addition to our historical consolidated financial information, this discussion includes forward-looking information regarding our business, results of operations and cash flows, and contractual obligations and arrangements that involve risks, uncertainties, and assumptions. Our actual results may differ materially from any future results expressed or implied by such forward-looking statements as a result of various factors, including, but not limited to, those discussed in the Company’s most recent Annual Report on Form 10-K filed with the SEC on April 15, 2025.

Unless the context otherwise requires, references in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” to “Veea,” “we”, “us”, “our”, and the “Company” are intended to refer to (i) following the Business Combination, the business and operations of Veea Inc. and its consolidated subsidiaries, and (ii) prior to the Business Combination, Private Veea (the predecessor entity in existence prior to the consummation of the Business Combination) and its consolidated subsidiaries.

Throughout this report, the terms “our,” “we,” “us,” “Veea” and the “Company” refer to Veea Inc.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995, including statements regarding, among other things, the plans, strategies and prospects, both business and financial, of the Company. These statements are based on the beliefs and assumptions, whether or not identified in this Quarterly Report, of the management of the Company. Although the Company believes that its plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, the Company cannot assure you that it will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, and any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. These statements may be preceded by, followed by or include the words “anticipate,” “believe,” “could,” “continue,” “estimate,” “expect,” “forecast,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “project,” “scheduled,” “seek,” “should,” “will” or similar expressions, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements contained in this Quarterly Report include, but are not limited to, statements about the ability of the Company to:

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failure to maintain adequate operational and financial resources or raise additional capital or generate sufficient cash flows;

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sell shares of Common Stock under the ELOC Common Stock Purchase Agreement;

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risks related to its current growth strategy and the Company’s ability to generate revenue and become profitable;

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market acceptance of its platform and products;

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the length and unpredictable nature of its sales cycles;

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Veea’s reliance on distribution and partnering arrangements and third-party manufacturers;

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cybersecurity incidents, security vulnerabilities, and real or perceived errors, failures, defects, or bugs in its platforms or products;

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the ability to maintain the listing of our Common Stock and the warrants on Nasdaq, and the potential liquidity and trading of such securities;

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our public securities’ potential liquidity and trading;

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the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably and retain its key employees;

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our success in retaining or recruiting, or changes required in, our officers, key employees or directors following the completion of the Business Combination, and our ability to attract and retain key personnel;

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macroeconomic conditions; and

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each of the other factors detailed under the section entitled “Risk Factors.”

Forward-looking statements are provided for illustrative purposes only and are not guarantees of performance. You should not put undue reliance on these statements which speak only as of the date hereof. You should understand that the factors discussed under the heading “Risk Factors” and elsewhere in this Quarterly Report and as disclosed on the Form 10-K filed with the SEC on April 15, 2025, could affect the future results of the Company, and could cause those results or other outcomes to differ materially from those expressed or implied in the forward-looking statements in this Quarterly Report.

In addition, the risks described under the heading “Risk Factors” in this Quarterly Report are not exhaustive. Other sections of this Quarterly Report describe additional factors that could adversely affect the businesses, financial conditions, or results of operations of the Company. New risk factors emerge from time to time and it is not possible to predict all such risk factors, nor can the Company assess the impact of all such risk factors on the business of the Company, or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. All forward-looking statements attributable to the Company or persons acting on their behalf are expressly qualified in their entirety by the foregoing cautionary statements. The Company undertakes no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

In addition, this Quarterly Report contains statements of belief and similar statements that reflect the beliefs and opinions of the Company on the relevant subject. These statements are based upon information available to the Company as of the date of this Quarterly Report, and while the Company believes such information forms a reasonable basis for such statements, such information may be limited or incomplete, and statements should not be read to indicate that the Company has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and you are cautioned not to unduly rely upon these statements

Company Overview

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 Veea Edge PlatformÔ software stack.

Veea has developed several generations of highly integrated all-in-one devices that incorporate a Linux server, with a virtualized software environment, supporting our patented secured docker containers, together with a Wi-Fi Access Point with a mesh router, a firewall, an IoT gateway, NVMe data storage and 4G/5G modules, referred to as the “VeeaHub” product. With an extensive patent portfolio of approximately 125 granted patents and 25 pending patent applications that cover 26 patent families, our end-to-end Hybrid Edge-Cloud Computing platform represents a new product category that has the potential for wide scale customer adoption in large segments of consumer and enterprise markets.

VeeaONE 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, are offered in variety of forms with different capabilities for indoor and outdoor coverage and are both locally- and cloud-managed. Veea Edge Platform architecture and business model, VeeaHubÒ and third-party devices on Veea Edge Platform 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 Platform 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 Veea Edge 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.

Veea earns revenue primarily from the sale of its VeeaHub® devices, licenses, and subscriptions.

Recent Developments

Public Offering

Supply Agreement

Appointment of Acting Chief Financial Officer

On July 15, 2025, Randal V. Stephenson was appointed as the Company’s Acting Chief Financial Officer.

Appointment of Acting Chief Revenue Officer

On July 15, 2025, Mr. Helder Antunes a current member of the Company’s Board of Directors was appointed acting Chief Revenue Officer.

Asset Purchase Transaction with Crowdkeep, Inc.

Asset Purchase Agreement

On May 13, 2025, the Company entered into an Asset Purchase Agreement (the “APA”) with Crowdkeep, Inc., a Delaware corporation (the “Seller”), pursuant to which, subject to the terms and conditions set forth in the APA, the Company acquired, upon the closing (the “Crowdkeep Closing”, and the date of such Crowdkeep Closing, the “Crowdkeep Closing Date”) certain assets of Seller relating to Seller’s IoT technology platform business (collectively, the “Crowdkeep Assets”), free and clear of any liens other than certain specified liabilities of Seller that are being assumed (collectively, the “Crowdkeep Liabilities” and such acquisition of the Crowdkeep Assets and assumption of the Crowdkeep Liabilities together, the “Crowdkeep Transaction”) in consideration for the issuance to the Seller of 4,065,689 shares of Common Stock (the “Purchase Price”).

The APA contains other customary representations, warranties and covenants of the parties. The foregoing summary of the APA is not complete and is qualified in its entirety by reference to the full text of the APA, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Note Purchase Agreements and Convertible Promissory Notes

The above description of the Crowdkeep Note Purchase Agreements and Crowdkeep Convertible Notes are qualified in their entirety by the text of the Form of Note Purchase Agreement and Form of Convertible Note, copies of which are attached hereto as Exhibit 10.2 and 10.3, respectively, and incorporated herein by reference.

Lock-Up Agreements

In connection with the Crowdkeep APA and the Crowdkeep Note Purchase Agreements, the Seller and the Crowdkeep Investor entered into lock-up agreements pursuant to which the Seller and the Crowdkeep Investor agreed not to effect any sale, distribution or transfer of any of the shares of Common Stock received in the transaction or any Crowdkeep Conversion Shares will be subject to transfer restrictions and restrictions against selling short or hedging the Company’s securities for a period of six (6) months following the applicable closing of the APA or the Crowdkeep Note Purchase Agreement, respectively, subject to certain limited exceptions.

The form of lock-up agreement signed by the Seller is herein referred to as the “Crowdkeep Lock-Up Agreement” and the form of lock-up agreement signed by the Investor is herein referred to as the “Crowdkeep Noteholder Lock-Up Agreement.” The Crowdkeep Lock-Up Agreement and the Crowdkeep Noteholder Lock-Up Agreement have substantially similar terms, but the Crowdkeep Lock-Up Agreement provides for distributions by the Seller to the Seller’s stockholders, pro rata based on their ownership of Seller, subject to certain conditions.

The foregoing description of the Crowdkeep Lock-Up Agreement and Crowdkeep Noteholder Lock-Up Agreement do not purport to be complete and are qualified in its entirety by the terms and conditions of the form of Crowdkeep Lock-Up Agreement and form of Crowdkeep Noteholder Lock-Up Agreement, copies of which are attached hereto as Exhibit 10.4 and Exhibit 10.5, respectively, and are incorporated herein by reference.

Components of Results of Operations

Sales, net

The Company recognizes revenue based on the satisfaction of distinct obligations to transfer goods and services to customers. The Company generates revenue from hardware sales and the sale of licenses and subscriptions. The Company applies a five-step approach as defined in ASC 606, “Revenue from Contracts with Customers”, in determining the amount and timing of revenue to be recognized: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when a corresponding performance obligation is satisfied. Most contracts with customers are to provide distinct products or services within a single contract. However, if a contract is separated into more than one performance obligation, the total transaction price is allocated to each performance obligation in an amount based on the estimated relative standalone selling price.

For licenses of technology, recognition of revenue is dependent upon whether the Company has delivered rights to the technology, and whether there are future performance obligations under the contract. Revenue from non-refundable upfront payments is recognized when the license is transferred to the customer and the Company has no other performance obligations. Revenue for licenses delivered under a subscription model having terms between one and twelve-months are recognized over time. Subscription revenue is generated through sales of monthly subscriptions. Customers pay in advance for the licenses and subscriptions. Revenue is initially deferred and is recognized using the straight-line method over the term of the applicable subscription period.

Cost of Goods Sold

Cost of goods sold consists primarily of the cost of finished goods, components purchased for manufacturing and freight. Cost of goods sold also includes third-party vendor costs related to cloud hosting fees.

Operating Expenses

We classify our operating expenses into the following categories:

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Product development expenses. Product development expenses primarily consist of employee compensation, employee benefits, stock-based compensation related to technology developers and product management employees, as well as fees paid for outside services and materials.

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Sales and marketing expenses. Sales and marketing expenses consist of compensation and other employee-related costs for personnel engaged in selling, marketing and sales support functions. Selling expenses also include marketing and the costs associated with customer evaluations. The Company does not currently incur advertising costs.

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General and administrative expenses. General and administrative expenses consist of compensation expense (including stock-based compensation expense) for employees and executive management, and expenses associated with finance, tax, and human resources. General and administrative expenses also includes transaction costs, expenses associated with facilities, information technology, external professional services, legal costs and settlement of legal claims and other administrative expenses.

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Depreciation and amortization: Depreciation and amortization expense consists of depreciation of Veea’s property and equipment and amortization of Veea’s patents and other intellectual property.

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Impairment: Impairment consists of impairment charges related to our in-process research and development (“IPR&D”)

Results of Operations

The following tables set forth the results of our operations for the periods presented, as well as the changes between periods. The period-to-period comparison of financial results is not necessarily indicative of future results.

For the three months ended June 30, 2025 compared to three months ended June 30, 2024 and the six months ended June 30, 2025 compared to three months ended June 30, 2024

The following table sets forth Veea’s unaudited statements of operations data for the three and six months ended June 30, 2025 and 2024, respectively. Veea has prepared the data on a consistent basis with the audited consolidated financial statements as of and for the years ended December 31, 2024 and 2023, included in the Form 10-K filed with the SEC on April 15, 2025. In the opinion of Veea’s management, the unaudited three and six month financial information reflects all necessary adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of this data.

	For the Three Months Ended						$			%
	June 30, 2025			June 30, 2024			Change

Revenues, net	$	72,927		$	40,811		$	32,116			79	%
Cost of Goods Sold		4,587			30,706		$	(26,119	)		-85	%
Gross profit		68,340			10,105

Operating Expenses:
Product development		53,417			701,946		$	(648,529	)		-92	%
Sales and marketing		40,515			292,140		$	(251,625	)		-86	%
General and administrative		4,750,744			5,785,051		$	(1,034,307	)		-18	%
Depreciation and amortization		144,607			68,465		$	76,142			111	%
Total operating expenses		4,989,283			6,847,602
Loss from operations		(4,920,943	)		(6,837,497	)

Other Income (Expense):
Other income, net		461			10,075		$	(9,614	)		-95	%
Change in fair value of convertible note option liability		730			-		$	730			100	%
Change in fair value of warrant liabilities		(315,373	)		-		$	(315,373	)		100	%
Change in fair value of Earn-Out Share Liability		(1,730,000	)		-		$	(1,730,000	)		100	%
Other expense		(12,635	)		(6,474	)	$	(6,161	)		95	%
Interest expense		(433,098	)		(444,174	)	$	11,076			-2	%
Total other income (expense)		(2,489,915	)		(440,573	)
Net income (loss)	$	(7,410,858	)	$	(7,278,070	)

	For the Six Months Ended						$			%
	June 30, 2025			June 30, 2024			Change

Revenues, net	$	87,168		$	57,581		$	29,587			51	%
Cost of Goods Sold		5,150			42,690		$	(37,540	)		-88	%
Gross profit		82,018			14,891

Operating Expenses:
Product development		171,068			796,169		$	(625,101	)		-79	%
Sales and marketing		389,766			378,404		$	11,362			3	%
General and administrative		9,987,637			11,102,408		$	(1,114,771	)		-10	%
Depreciation and amortization		204,663			137,381		$	67,282			49	%
Total operating expenses		10,753,134			12,414,362
Loss from operations		(10,671,116	)		(12,399,471	)

Other Income (Expense):
Other income, net		1,233			12,659		$	(11,426	)		-90	%
Change in fair value of convertible note option liability		59,730			-		$	59,730			100	%
Change in fair value of warrant liabilities		105,124			-		$	105,124			100	%
Change in fair value of Earn-Out Share Liability		8,800,000			-		$	8,800,000			100	%
Other expense		(27,196	)		(9,310	)	$	(17,886	)		192	%
Interest expense		(1,379,581	)		(900,942	)	$	(478,639	)		53	%
Total other income (expense)		7,559,310			(897,593	)
Net income (loss)	$	(3,111,806	)	$	(13,297,064	)

Revenue, net

The Company generated revenue of $72,927 and $40,811 for the three months ended June 30, 2025 and 2024, and revenue of $87,168 and $57,581 for the six months ended June 30, 2025 and 2024, respectively. Revenue has been principally earned from paid pilots for our VeeaHub^® devices. Our focus over the past several years has been on field testing and refining our product to meet customer needs as well as market developments. As a result of these efforts, we expect revenue to grow over the next several quarters through the sales of our hardware, licenses and subscriptions. We are especially focused in four principal market opportunities: 1) Digital Equity and Inclusion, 2) Energy and Sustainability solutions for Smart Buildings and Climate Smart Agriculture, 3) Convergence of Fixed, Wireless, and 5G Networks, and 4) Smart Retail and Smart Warehouses.

Cost of Goods Sold

Cost of goods sold decreased by $26,119, or 85%, in the three months ended June 30, 2025, compared to the three months ended June 30, 2024. Cost of goods sold decreased by $37,540, or 88%, in the six months ended June 30, 2025, compared to the six months ended June 30, 2024. The decrease is primarily related to earning more service based revenue in the quarter as opposed to paid pilots for our VeeaHub^® devices.

Product Development Expense

Product development expense decreased by $648,529, or 92%, in the three months ended June 30, 2025 compared to the three months ended June 30, 2024 and decreased by $625,101, or 79%, in the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The decrease in product development expenses was due to decreased internal development and costs incurred by outside contractors related to products manufactured during the period.

Sales and Marketing Expense

Sales and marketing expense decreased by $251,625, or 86%, in the three months ended June 30, 2025 compared to the three months ended June 30, 2024 and sales and marketing expense increased by $11,362, or 3%, in the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The decrease is primarily due both a reduction in unpaid customer pilots and costs incurred from an outside consulting service.

General and Administrative Expense

General and administrative expense decreased by $1,034,307, or 18%, in the three months ended June 30, 2025 compared to the three months ended June 30, 2024 and decreased by $1,114,771, or 10%, in the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The decrease for the quarter is primarily related to the Company’s continued cost reduction measures.

Depreciation and Amortization

Depreciation and amortization increased by $76,142, or 111%, in the three months ended June 30, 2025 compared to the three months ended June 30, 2024 and increased by $67,282, or 49%, in the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The increase was due to additional amortization for the Crowdkeep technology.

Other income, net

Other income, net relates to immaterial non-operating transactions incurred during the period. These amounts were immaterial for the three months ended June 30, 2025 and 2024 and six months ended June 30, 2025 and 2024.

Change in fair value of derivative liabilities

Change in fair value of derivative liabilities is comprised of the fair value adjustment to the conversion option, Private Warrants, and earn-out shares at balance sheet date. The gain on the change in fair value of conversion note option liability of $59,730 for the six months ended June 30, 2025, was determined using a Black-Scholes option pricing model. The gain on the change in fair value of warrant liabilities of for the six months ended June 30, 2025, was determined based on the trading value of the public warrants. The gain on the change in fair value of the Earn-Out Share Liability of $8,800,000 for the six months ended June 30, 2025, was determined using a Monte Carlo simulation. A significant driver of the changes in fair value was due to the decline in the Company’s stock price.

Other expense

Other expenses relate to immaterial non-operating expenses incurred during the period. These amounts were immaterial for the three months ended June 30, 2025 and 2024 and six months ended June 30, 2025 and 2024.

Interest expense

Interest expense decreased by $11,076, or 2%, in the three months ended June 30, 2025 compared to the three months ended June 30, 2024. Interest expense increased by $478,639, or 53%, in the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The increase was due to additional draws on our revolving line of credit.

Liquidity and Capital Resources

Although the Company has had recurring losses each year since inception, the Company plans to fund its operations and capital funding needs for the next 12 months through a combination of private and public equity and debt offerings, or a combination thereof, including (1) cash proceeds of approximately $6.0 million from the Offering (as defined below), (2) the ELOC Program (as defined below) (3) the expected cash tax refund of up to $1.0 million in respect of the Company’s UK subsidiary’s 2023 and 2024 research and development activities and (4) potential additional investments in the form of debt or equity to fund operating deficits from existing and/or new investors, including related parties, which may include the Company’s CEO and his affiliates. The Company has a reasonable basis to believe it has alleviated substantial doubt regarding its ability to continue as a going concern. Since January 1, 2025, the Company has received approximately $3.2 million in additional loans from related parties and $1.0 million in loans from unrelated parties in connection with the consummation of the acquisition of Crowdkeep. See Note 13 for additional information. Although management continues to pursue these plans, there is no assurance that the Company will be successful in obtaining sufficient funding on terms acceptable to the Company, if at all.

Non-GAAP Financial Measures

To supplement our consolidated financial statements, which are prepared and presented in accordance with GAAP, we use Adjusted EBITDA, as described below, to understand and evaluate our core operating performance. These non-GAAP financial measures, which may differ from similarly titled measures used by other companies, is presented to enhance investors’ overall understanding of our financial performance and should not be considered a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.

Adjusted EBITDA

The primary financial measure we use is Adjusted EBITDA. EBITDA is defined as net (loss) income, before interest, taxes, depreciation, and amortization. We define Adjusted EBITDA as net (loss) income excluding income tax provision, interest expense, net of interest income from related party loans, depreciation and amortization, stock-based compensation expense, and non-core expenses/losses (gains), including transaction-related costs, litigation-related costs, management fees, changes in fair value of liabilities, change in fair value of earn-out share liabilities and other expense, which includes asset impairments. Our management uses this measure internally to evaluate the performance of our business and this measure is one of the primary metrics by which our internal budgets are based. We exclude the above items as some are non-cash in nature, and others are non-recurring that they may not be representative of normal operating results. This non-GAAP financial measure adjusts for the impact of items that we do not consider indicative of the operational performance of our business. While we believe that this non-GAAP financial measure is useful in evaluating our business, this information should be considered as supplemental in nature and is not meant as a substitute for the related financial information prepared and presented in accordance with GAAP.

The following table provides a reconciliation of net loss to adjusted EBITDA to net loss for the periods presented:

	For the three Months Ended
	June 30, 2025			June 30, 2024
ADJUSTED EBITDA:
Net loss	$	(7,410,858	)	$	(7,278,070	)
Adjustments:
Interest expense		433,098			444,174
Depreciation and amortization		144,607			68,465
EBITDA		(6,833,153	)		(6,765,431	)
Change in fair value of conversion note option liability		(730	)		-
Change in fair value of warrant liabilities		315,373			-
Change in fair value of Earn Out Shares Liability		1,730,000			-
Share-based compensation		389,913			272,179
Transaction costs		(10,000	)		-
ADJUSTED EBITDA	$	(4,408,597	)		(6,493,252	)

	For the six Months Ended
	June 30, 2025			June 30, 2024
ADJUSTED EBITDA:
Net loss	$	(3,111,806	)	$	(13,297,064	)
Adjustments:
Interest expense		1,379,581			900,942
Depreciation and amortization		204,663			137,381
EBITDA		(1,527,562	)		(12,258,741	)
Change in fair value of conversion note option liability		(59,730	)		-
Change in fair value of warrant liabilities		(8,800,000	)		-
Change in fair value of Earn Out Shares Liability		(105,124	)		-
Share-based compensation		439,913			334,774
Transaction costs		25,000			-
ADJUSTED EBITDA	$	(10,027,503	)		(11,923,967	)

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not Applicable. As a smaller reporting company, we are not required to provide the information required by this Item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation and supervision of our Chief Executive Officer and our Acting Chief Financial Officer, have evaluated our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, our Chief Executive Officer and our Acting Chief Financial Officer have concluded that, as of the end of the period covered by this Quarterly Report on Form 10-Q, our disclosure controls and procedures were effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Acting Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during our fiscal quarter ended June 30, 2025, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we may become involved in actions, claims, suits and other legal proceedings arising in the ordinary course of our business. We are not currently a party to any actions, claims, suits or other legal proceedings, the outcome of which, if determined adversely to us, would individually or in the aggregate have a material adverse effect on our business, financial condition and results of operations.

Item 1A. Risk Factors

We are a smaller reporting company and accordingly we are not required to provide information required by this Item. Risk factors that may affect our business and financial results are discussed within Item 1A “Risk Factors” of our annual report on Form 10-K filed with the SEC on April 15, 2025 (“2025 Form 10-K”). There have been no material changes to the disclosures relating to this item from those set forth in our 2025 Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

(a) Changes in Officer Compensation

On August 18, 2025, effective August 1, 2025, the annual base salary of each of Janice Smith, Executive Vice President and Chief Operating Officer and Randal Stephenson, Acting Chief Financial Officer was increased to $300,000, respectively.

(c) Insider Trading Arrangements

Trading Plans

None.

Item 6. Exhibits

Exhibit No.		Description
31.1*		Certification

SEC Form 10-Q filed by Veea Inc.