Core Insights - Veea Inc. and Genesys Impact have launched a real-time safety and compliance solution for the construction industry, leveraging edge computing and AI to enhance operational efficiency and safety at job sites [1][3][4] - The deployment integrates Veea's Crowdkeep™ tracking technology with its MetaLynx™ smart construction solution, enabling local processing of video analytics and telemetry, which reduces reliance on cloud services [2][8][10] Company Overview - Veea Inc. specializes in intelligent edge infrastructure and has developed the VeeaHub™ platform, which supports local application hosting and secure networking for construction sites [4][14] - Genesys Impact is a consulting firm focused on advanced technology services, emphasizing digital transformation and measurable outcomes across various sectors, including construction [16] Technology Deployment - The VeeaHub Smart Edge Nodes create a self-forming, self-healing mesh network that allows for secure IP networking and local application hosting, enhancing data sovereignty and privacy [4][12] - Real-time computer vision capabilities are integrated into the system, allowing for immediate alerts regarding PPE compliance, hazard zone entry, and other safety measures [5][12] Benefits to Construction Industry - The solution provides faster incident detection and intervention, improving worker safety and operational efficiency [12][10] - Automated compliance monitoring reduces administrative burdens and enhances accountability for construction companies [12][11] - The integration of AI-driven cybersecurity measures addresses vulnerabilities associated with connected assets in construction environments [2][10] Future Outlook - The deployment is seen as a blueprint for future smart construction projects, with plans for further developments in various sectors such as schools and industrial facilities [3][10] - The technology aims to create safer, more connected job sites, ultimately driving measurable efficiency and reducing risks [3][12]

[PART I. FINANCIAL INFORMATION](index=4&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This section presents VEEA INC.'s unaudited condensed consolidated financial statements and management's discussion and analysis of financial condition [ITEM 1. Financial Statements](index=4&type=section&id=ITEM%201.%20Financial%20Statements) This section presents VEEA INC.'s unaudited condensed consolidated financial statements and related notes for the periods ended June 30, 2025 and 2024 [Condensed Consolidated Balance Sheet](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheet) This statement details Veea's financial position, including assets, liabilities, and stockholders' deficit as of June 30, 2025 Condensed Consolidated Balance Sheet Highlights (June 30, 2025 vs. December 31, 2024) | Metric | June 30, 2025 (Unaudited) | December 31, 2024 | | :-------------------------------- | :------------------------ | :------------------ | | **Assets** | | | | Total current assets | $15,239,583 | $14,879,122 | | Total assets | $28,602,053 | $21,093,895 | | **Liabilities** | | | | Total current liabilities | $31,600,070 | $20,136,171 | | Total liabilities | $39,534,642 | $38,118,720 | | **Stockholders' Deficit** | | | | Total stockholders' deficit | $(10,932,589) | $(17,024,825) | - Total assets increased by approximately **$7.5 million**, driven by increases in inventory, goodwill, and intangible assets. Total liabilities also increased significantly, primarily due to a rise in current liabilities, including revolving line of credit, accounts payable, and deferred payables[12](index=12&type=chunk) - Stockholders' deficit improved from **$(17.0) million** at December 31, 2024, to **$(10.9) million** at June 30, 2025, indicating a reduction in the accumulated deficit[12](index=12&type=chunk) [Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)](index=5&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Income%20(Loss)) This statement presents Veea's revenues, expenses, and net loss for the three and six months ended June 30, 2025 and 2024 Condensed Consolidated Statements of Operations and Comprehensive Loss Highlights | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Sales, net | $72,927 | $40,811 | $87,168 | $57,581 | | Gross profit | $68,340 | $10,105 | $82,018 | $14,901 | | Loss from operations | $(4,920,943) | $(6,837,497) | $(10,671,116) | $(12,399,461) | | Net loss | $(7,410,858) | $(7,278,070) | $(3,111,806) | $(13,297,064) | | Basic Net loss per share | $(0.19) | $(0.34) | $(0.08) | $(0.64) | | Diluted Net loss per share | $(0.19) | $(0.34) | $(0.08) | $(0.64) | - Net sales increased significantly year-over-year for both the three-month (**79% increase**) and six-month (**51% increase**) periods ended June 30, 2025. Gross profit also saw substantial increases[13](index=13&type=chunk) - The company reported a lower net loss for the six months ended June 30, 2025, at **$(3.1) million**, compared to **$(13.3) million** for the same period in 2024, primarily due to a significant gain from the change in fair value of Earn-out Share Liability[13](index=13&type=chunk) [Unaudited Condensed Consolidated Statements of Changes in Stockholders' Deficit](index=6&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Stockholders'%20Deficit) This statement details Veea's stockholders' deficit, including stock issuances and net loss, for the six months ended June 30, 2025 Changes in Stockholders' Deficit (Six Months Ended June 30, 2025) | Item | Amount | | :------------------------------------------------ | :------------- | | Balance, December 31, 2024 | $(17,024,824) | | Stock based compensation | $439,913 | | Common stock issued upon exercise of stock options | $11 | | Common stock issued upon vesting of RSUs | $0 | | Common stock issued upon draw on equity line of credit | $836,766 | | Common stock issued as compensation for equity line of credit commitment fee | $25,000 | | Common stock issued as consideration for Crowdkeep | $6,830,358 | | Common stock issued for services | $183,000 | | Settlement of convertible note agreement for shares issued | $700,000 | | Cumulative translation adjustment | $188,993 | | Net loss | $(3,111,806) | | Balance, June 30, 2025 | $(10,932,589) | - The total stockholders' deficit decreased from **$(17.0) million** at December 31, 2024, to **$(10.9) million** at June 30, 2025, primarily due to the issuance of common stock for the Crowdkeep acquisition and equity line of credit draws, partially offset by the net loss[21](index=21&type=chunk) [Unaudited Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) This statement summarizes Veea's cash flows from operating, investing, and financing activities for the six months ended June 30 Condensed Consolidated Statements of Cash Flows Highlights (Six Months Ended June 30) | Cash Flow Activity | 2025 | 2024 | | :----------------------------------- | :------------- | :------------- | | Net cash used in operating activities | $(7,065,145) | $(14,994,009) | | Net cash used in investing activities | $(159,543) | $(133,312) | | Net cash provided by financing activities | $5,762,777 | $9,986,840 | | Net decrease in cash and cash equivalents | $(1,447,625) | $(5,140,481) | | Cash and cash equivalents at end of year | $238,008 | $869,594 | - Net cash used in operating activities significantly decreased from **$(14.99) million** in 2024 to **$(7.07) million** in 2025, indicating improved operational cash management[25](index=25&type=chunk) - Cash provided by financing activities decreased from **$9.99 million** in 2024 to **$5.76 million** in 2025, reflecting different funding sources, including proceeds from revolving line of credit, related party notes, and convertible notes in 2025, compared to Series A-2 preferred stock issuance in 2024[25](index=25&type=chunk) [Notes to Unaudited Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed explanations and disclosures supporting the unaudited condensed consolidated financial statements [1 - DESCRIPTION OF BUSINESS](index=10&type=section&id=1%20-%20DESCRIPTION%20OF%20BUSINESS) Veea Inc. focuses on intelligent connectivity, bringing applications and AI to the network edge with its VeeaONE platform - Veea's core business is simplifying intelligent connectivity and bringing applications and AI to the network edge with its patented VeeaONE platform[27](index=27&type=chunk)[136](index=136&type=chunk) - The VeeaONE platform offers virtualized data center capabilities at the Device Edge, hyperconvergence, Cloud-managed applications at the Edge, and Edge AI with AI-driven cybersecurity[27](index=27&type=chunk)[136](index=136&type=chunk) - VeeaHub products are highly integrated all-in-one devices incorporating a Linux server, Wi-Fi Access Point, mesh router, firewall, IoT gateway, NVMe data storage, and 4G/5G modules[28](index=28&type=chunk)[137](index=137&type=chunk) - The company holds an extensive patent portfolio of **123 granted patents** and **32 pending applications** covering **26 patent families**[28](index=28&type=chunk) - Veea focuses on high-growth market segments including fixed-line/5G-based fixed wireless broadband access, subscription-based managed Wi-Fi, climate smart buildings, smart farming, smart warehouses, and smart retail[32](index=32&type=chunk) [2 - LIQUIDITY AND MANAGEMENT'S PLAN](index=11&type=section&id=2%20-%20LIQUIDITY%20AND%20MANAGEMENT'S%20PLAN) Veea addresses its accumulated deficit and negative cash flows with a plan to fund operations for the next 12 months - Veea incurred operating losses of **$4.9 million** and **$10.7 million** for the three and six months ended June 30, 2025, respectively, and has an accumulated deficit of **$220.9 million**[36](index=36&type=chunk) Liquidity Position (June 30, 2025) | Metric | Amount | | :----------------- | :------------- | | Cash | $238,008 | | Outstanding Debt | $20.2 million | | - September 2024 Notes | $750,000 | | - Crowdkeep Convertible Notes | $1.0 million | | - Working Capital Facility | $14.0 million | | - NLabs 2025 Notes (related party) | $2,626,000 | | - Inventory Vendor Notes Payable | $1.8 million | - Funding plans for the next 12 months include **$6.0 million** from a public offering, the ELOC Program, up to **$1.0 million** in UK R&D tax refunds, and potential additional debt or equity investments from existing/new investors, including related parties[37](index=37&type=chunk) [3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=11&type=section&id=3%20-%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This section outlines Veea's significant accounting policies, including consolidation, estimates, segment information, and recent pronouncements - Financial statements are prepared in accordance with GAAP and SEC rules for interim financial information, with necessary adjustments included for fair presentation[38](index=38&type=chunk) - Veea consolidates VeeaSystems MX as a variable interest entity (VIE) where it is the primary beneficiary[39](index=39&type=chunk) - The company operates as a single operating and reportable segment, with the majority of assets attributable to U.S. operations[44](index=44&type=chunk) - Veea is an emerging growth company and has elected to use the extended transition period for complying with new or revised accounting standards[43](index=43&type=chunk) - The company adopted ASU 2023-09 (Income Taxes) effective January 1, 2025, and ASU 2023-07 (Segment Reporting) effective December 31, 2024, with no material effect on consolidated financial statements[45](index=45&type=chunk)[46](index=46&type=chunk) [4 - ACQUISITION](index=13&type=section&id=4%20-%20ACQUISITION) Veea acquired IoT technology platform assets from Crowdkeep, Inc. for common stock, accounted for as an asset acquisition - On May 13, 2025, Veea acquired IoT technology platform assets from Crowdkeep, Inc. for **4,065,689 shares of Common Stock**[48](index=48&type=chunk) Crowdkeep Acquisition Consideration | Item | Amount | | :-------------------------------- | :------------- | | Equity consideration (shares issued) | $6,830,358 | | Direct acquisition-related costs | $127,098 | | Total purchase consideration | $6,957,456 | - The transaction was accounted for as an asset acquisition, with the fair value concentrated in proprietary technology, which will be amortized over **10 years**[49](index=49&type=chunk)[51](index=51&type=chunk) - The acquisition was a related party transaction, evaluated and approved by a special committee of independent board members[50](index=50&type=chunk) [5 - REVERSE RECAPITALIZATION](index=13&type=section&id=5%20-%20REVERSE%20RECAPITALIZATION) The Business Combination on September 13, 2024, was a reverse recapitalization, including contingent earn-out shares - The Business Combination on September 13, 2024, was accounted for as a reverse recapitalization, with Private Veea as the accounting acquirer[52](index=52&type=chunk) - The initial value of the Earn-out Share Liability was recorded as a transaction cost within operating expenses in 2024, with subsequent changes in fair value reported in financial statements[55](index=55&type=chunk) - Former Private Veea stockholders have a contingent right to receive up to **4.5 million** additional common shares if specific trading-price milestones or a change of control occur within **ten years** post-closing[54](index=54&type=chunk) [6 - BALANCE SHEET COMPONENTS](index=14&type=section&id=6%20-%20BALANCE%20SHEET%20COMPONENTS) This section details the composition of Veea's inventory and property and equipment, net, as of June 30, 2025 Inventory Composition | Item | 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 | Item | June 30, 2025 | December 31, 2024 | | :-------------------------- | :------------ | :---------------- | | 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 (6 months) | $77,391 | $109,000 | - Inventory, net, increased by approximately **$1.95 million** from December 31, 2024, to June 30, 2025, largely due to an increase in consigned parts[56](index=56&type=chunk) - Property and equipment, net, decreased by **$73,405**, primarily due to depreciation, with six-month depreciation expense totaling **$77,391** in 2025[57](index=57&type=chunk) [7 - GOODWILL AND INTANGIBLE ASSETS](index=15&type=section&id=7%20-%20GOODWILL%20AND%20INTANGIBLE%20ASSETS) This section details changes in goodwill and intangible assets, including additions from the Crowdkeep acquisition Goodwill Activity | Period | Balance at December 31, 2024 | Foreign exchange transactions | Balance at June 30, 2025 | | :----- | :--------------------------- | :---------------------------- | :----------------------- | | 2025 | $4,779,625 | $453,874 | $5,233,499 | Intangible Assets, net (June 30, 2025) | Asset Type | Costs as of Dec 31, 2024 | Additions | Ending Costs | Accumulated Amortization | Net Book Value | | :-------------------- | :----------------------- | :-------- | :----------- | :----------------------- | :------------- | | Patents | $7,551,468 | $158,464 | $7,709,932 | $(6,803,650) | $906,282 | | Proprietary technology | $0 | $6,904,306 | $6,904,306 | $(89,029) | $6,815,276 | | Total | $7,551,468 | $7,062,770 | $14,614,238 | $(6,892,679) | $7,721,559 | - Intangible asset amortization expense for the six months ended June 30, 2025, was **$127,272**, a significant increase from **$28,000** in the prior year, primarily due to the Crowdkeep technology acquisition[61](index=61&type=chunk)[168](index=168&type=chunk) [8 - DEBT](index=16&type=section&id=8%20-%20DEBT) This section details Veea's outstanding debt, including a revolving loan facility and convertible notes Total Outstanding Debt (June 30, 2025 vs. December 31, 2024) | Debt Type | June 30, 2025 | December 31, 2024 | | :-------------------------- | :------------ | :---------------- | | Revolving Loan Facility | $14,000,000 | $12,700,000 | | Convertible note payable, current | $1,000,000 | $0 | | Convertible note payable, net | $438,432 | $97,316 | | Notes payable | $1,762,415 | $0 | | Total Debt | $17,200,847 | $12,797,316 | - The revolving loan facility had an outstanding principal of **$14.0 million** as of June 30, 2025, with no additional funds available for borrowing[64](index=64&type=chunk) - Crowdkeep Convertible Notes, totaling **$1.0 million**, were issued in April and May 2025, accruing **8%** annual interest and convertible into common stock at **$5.00 per share**[72](index=72&type=chunk)[73](index=73&type=chunk) - As of June 30, 2025, **$700,000** in aggregate principal of the September 2024 Notes had automatically converted into common stock due to Brokerage Transfers[69](index=69&type=chunk) [9 - INVESTMENTS](index=18&type=section&id=9%20-%20INVESTMENTS) Veea accounts for private company investments using the cost method, with a carrying value of **$235,737** as of June 30, 2025 - Private company investments without readily determinable fair values are accounted for using the cost method, measured at cost less impairment, plus or minus observable price changes[74](index=74&type=chunk) Private Company Investments Carrying Value | Date | Carrying Value | | :--------------- | :------------- | | June 30, 2025 | $235,737 | | December 31, 2024 | $235,737 | - An impairment loss of **$216,278** was recognized in 2024, but no impairment indicators were present as of June 30, 2025[74](index=74&type=chunk) [10 - STOCKHOLDERS' EQUITY](index=18&type=section&id=10%20-%20STOCKHOLDERS'%20EQUITY) This section details Veea's capital structure, including authorized shares and ELOC Program activity - Veea domesticated as a Delaware corporation and restated its certificate of incorporation, authorizing **550,000,000 shares of Common Stock** and **1,000,000 shares of preferred stock**[75](index=75&type=chunk) - The company has an Equity Line of Credit (ELOC) Program with White Lion Capital, LLC, to sell up to **$25.0 million** in newly issued common stock[78](index=78&type=chunk) ELOC Program Activity (Six Months Ended June 30, 2025) | Metric | Amount | | :-------------------------------- | :------------- | | Proceeds received | $836,766 | | Common Stock issued | 358,000 shares | - A commitment fee of **$25,000** for the ELOC Program was recorded as transaction costs. The ELOC agreement was amended to extend the sales period and increase the minimum gross proceeds target[81](index=81&type=chunk) [11 - STOCK INCENTIVE PLANS](index=20&type=section&id=11%20-%20STOCK%20INCENTIVE%20PLANS) This section details Veea's stock incentive plans, including the 2024 Incentive Award Plan, ESPP, stock options, and RSUs - The Veea Inc. 2024 Incentive Award Plan reserved **4,460,437 shares of Common Stock** for awards, with approximately **429,724 shares** available for grant as of June 30, 2025[83](index=83&type=chunk) - The 2024 Employee Stock Purchase Plan (ESPP) reserved **1,070,603 shares**, but no offering periods have commenced as of June 30, 2025[84](index=84&type=chunk) Stock Option Activity (Six Months Ended June 30, 2025) | Metric | Number of Options | Weighted Average Exercise Price per Share | | :-------------------------- | :---------------- | :-------------------------------------- | | Outstanding at Dec 31, 2024 | 3,790,702 | $1.04 | | Granted | 178,937 | $1.64 | | Forfeited / Expired | (33,055) | $1.80 | | Outstanding at June 30, 2025 | 3,936,107 | $3.60 | | Exercisable at June 30, 2025 | 3,806,983 | $3.66 | Restricted Stock Units (RSU) Activity (Six Months Ended June 30, 2025) | Metric | Number of RSUs | Weighted Average Grant Date Fair Value | | :------------------------ | :------------- | :------------------------------------- | | Unvested at Dec 31, 2024 | 0 | $0 | | Granted | 695,034 | $1.60 | | Vested | (60,852) | $1.60 | | Forfeited | (3,581) | $1.60 | | Unvested at June 30, 2025 | 630,603 | $1.60 | | Unrecognized expense | $824,670 | | [12 - WARRANTS](index=22&type=section&id=12%20-%20WARRANTS) This section details Veea's outstanding Public, Private Placement, and Exchanged Warrants, including exercise prices Warrants Outstanding (June 30, 2025) | Warrant Type | Number Outstanding | Exercise Price per Share | | :------------------------ | :----------------- | :----------------------- | | Public Warrants | 6,384,326 | $11.50 | | Private Placement Warrants | 5,256,218 | $11.50 | | Exchanged Warrants | 159,307 | $10.19 | - Public Warrants are equity-classified, while Private Placement Warrants are recognized as liabilities at fair value, with fair value changes impacting the statement of operations[94](index=94&type=chunk)[95](index=95&type=chunk) - The company may redeem outstanding Public Warrants under certain conditions, including when the common stock price equals or exceeds **$18.00** or **$10.00 per share**[93](index=93&type=chunk)[97](index=97&type=chunk) [13 - RELATED PARTY TRANSACTIONS](index=24&type=section&id=13%20-%20RELATED%20PARTY%20TRANSACTIONS) This section details Veea's related party transactions, including lease agreements and loans from affiliates Related Party Lease Liabilities (Accrued and Unpaid Rent) | Lessor | June 30, 2025 | December 31, 2024 | | :---------------- | :------------ | :---------------- | | NLabs Inc. | $1,836,000 | $1,713,600 | | 83 Street LLC | $2,088,000 | $1,944,000 | - NLabs Inc., an affiliate of the CEO, provided **$2,626,000** in loans (NLabs 2025 Notes) to Veea during the six months ended June 30, 2025, accruing **10%** annual interest[102](index=102&type=chunk) - The NLabs 2025 Notes, including accrued interest of **$28,432**, were satisfied by issuing approximately **3,239,096 shares of Common Stock** and accompanying warrants in a public offering[102](index=102&type=chunk)[122](index=122&type=chunk) [14 - COMMITMENTS AND CONTINGENCIES](index=24&type=section&id=14%20-%20COMMITMENTS%20AND%20CONTINGENCIES) This section outlines Veea's commitments, including lease obligations, indemnifications, and deferred legal fees - As of June 30, 2025, Veea had no unconditional purchase obligations for goods or services[103](index=103&type=chunk) - The company leases office space in multiple countries, including related party leases in the U.S. guaranteed by the CEO[104](index=104&type=chunk) - Veea has indemnification obligations but has not made any indemnity payments to date, and no current legal proceedings are expected to have a material adverse effect[106](index=106&type=chunk)[107](index=107&type=chunk) - Deferred legal fees related to the Business Combination amounted to **$2,257,457** as of June 30, 2025, recorded as current deferred payables[108](index=108&type=chunk) [15 - FAIR VALUE MEASUREMENTS](index=25&type=section&id=15%20-%20FAIR%20VALUE%20MEASUREMENTS) Veea measures financial instruments at fair value, including private warrant, convertible note option, and earn-out share liabilities Fair Value Measurements (June 30, 2025) | Liability | Total | Level 1 | Level 2 | Level 3 | | :-------------------------- | :---------- | :------ | :---------- | :---------- | | Private warrant liability | $735,870 | $0 | $735,870 | $0 | | Convertible note option liability | $270 | $0 | $0 | $270 | | Earn-out share liability | $6,760,000 | $0 | $0 | $6,760,000 | | Total | $7,496,140 | $0 | $735,870 | $6,760,270 | - The fair value of the convertible note option liability decreased by **$59,730** during the six months ended June 30, 2025, to **$270**, valued using an option pricing model[113](index=113&type=chunk)[114](index=114&type=chunk) - The fair value of the Earn-out Share Liability decreased by **$8.8 million** during the six months ended June 30, 2025, to **$6,760,000**, primarily driven by a decline in the company's stock price[115](index=115&type=chunk)[116](index=116&type=chunk)[170](index=170&type=chunk) [16 - EARNINGS PER SHARE](index=27&type=section&id=16%20-%20EARNINGS%20PER%20SHARE) Veea reported basic and diluted net loss per share of **$(0.08)** for the six months ended June 30, 2025 Net Loss Per Share (Six Months Ended June 30) | Metric | 2025 | 2024 | | :--------------------------------------- | :----- | :----- | | Net loss attributable to common shareholders | $(3,111,806) | $(13,297,064) | | Weighted-average common shares outstanding | 37,621,401 | 20,926,336 | | Net loss per share – basic | $(0.08) | $(0.64) | | Net loss per share – diluted | $(0.08) | $(0.64) | - Potential common shares from stock options, RSUs, warrants, earn-out liability, and convertible notes were excluded from diluted EPS calculations because their inclusion would have been anti-dilutive due to the net loss[117](index=117&type=chunk)[118](index=118&type=chunk) [17 - EMPLOYEE 401(k) PLAN](index=28&type=section&id=17%20-%20EMPLOYEE%20401(k)%20PLAN) Veea sponsors a 401(k) plan for employees, matching contributions up to **4%** of eligible earnings - Veea sponsors a 401(k) plan with tax-deferred and after-tax contribution options for eligible employees[119](index=119&type=chunk)[120](index=120&type=chunk) - The company matches pretax and Roth employee contributions up to **4%** of eligible earnings, with immediate vesting[120](index=120&type=chunk) 401(k) Matching Contributions (Six Months Ended June 30) | Year | Amount | | :--- | :------------- | | 2025 | $37,240 | | 2024 | $77,697 | [18 - SUBSEQUENT EVENTS](index=28&type=section&id=18%20-%20SUBSEQUENT%20EVENTS) This section details events after June 30, 2025, including a public offering, a Telcel supply agreement, and executive appointments - On August 14, 2025, Veea closed a public offering, raising approximately **$6.0 million** in cash gross proceeds from the sale of **9,189,096 shares of common stock** and accompanying warrants[122](index=122&type=chunk) - The net proceeds from the offering will be used for investments in inventory, customer support infrastructure, and general corporate purposes[122](index=122&type=chunk) - On August 7, 2025, VeeaSystems Inc. entered into a **three-year** Supply Agreement with Telcel to provide a 5G-based Fixed Wireless Access (FWA) Platform-as-a-Service solution in Mexico[123](index=123&type=chunk)[124](index=124&type=chunk) - Randal V. Stephenson was appointed Acting Chief Financial Officer and Mr. Helder Antunes was appointed Acting Chief Revenue Officer on July 15, 2025[125](index=125&type=chunk)[126](index=126&type=chunk) [ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=30&type=section&id=ITEM%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on Veea's financial condition, results of operations, business overview, and liquidity [Company Overview](index=32&type=section&id=Company%20Overview) Veea focuses on intelligent connectivity, bringing applications and AI to the network edge with its patented VeeaONE platform - Veea is dedicated to intelligent connectivity, bringing applications and AI to the edge of the network with patented technologies for virtualized data center capabilities at the Device Edge, hyperconvergence, Cloud-managed applications, and Edge AI[136](index=136&type=chunk) - The VeeaONE Platform offers a Platform-as-a-Service (PaaS) capability, enabling Edge AI with benefits like data privacy, low latency, bandwidth efficiency, and reduced costs[138](index=138&type=chunk) - Veea earns revenue primarily from the sale of its VeeaHub devices, licenses, and subscriptions[141](index=141&type=chunk) [Recent Developments](index=33&type=section&id=Recent%20Developments) This section highlights Veea's recent activities, including a public offering, a Telcel supply agreement, and executive appointments - Veea closed a public offering on August 14, 2025, raising approximately **$6.0 million** in gross cash proceeds, with funds allocated for inventory, customer support, and working capital[142](index=142&type=chunk) - VeeaSystems Inc. signed a **three-year** Supply Agreement with Telcel on August 7, 2025, to provide a 5G-based Fixed Wireless Access (FWA) Platform-as-a-Service solution in Mexico[143](index=143&type=chunk)[144](index=144&type=chunk) - Randal V. Stephenson was appointed Acting Chief Financial Officer and Mr. Helder Antunes was appointed Acting Chief Revenue Officer on July 15, 2025[145](index=145&type=chunk)[146](index=146&type=chunk) - On May 13, 2025, Veea acquired IoT technology platform assets from Crowdkeep, Inc. for **4,065,689 shares of Common Stock**, and also issued **$1.0 million** in convertible promissory notes to the Crowdkeep Investor[147](index=147&type=chunk)[149](index=149&type=chunk) [Components of Results of Operations](index=36&type=section&id=Components%20of%20Results%20of%20Operations) This section describes how Veea recognizes revenue, calculates cost of goods sold, and categorizes its operating expenses - Revenue is recognized based on a five-step approach, primarily from hardware sales, licenses, and subscriptions, with subscription revenue recognized over the applicable period[155](index=155&type=chunk)[156](index=156&type=chunk) - Cost of goods sold includes finished goods, manufacturing components, freight, and third-party cloud hosting fees[157](index=157&type=chunk) - Operating expenses are categorized into product development, sales and marketing, general and administrative, depreciation and amortization, and impairment[158](index=158&type=chunk) [Results of Operations](index=37&type=section&id=Results%20of%20Operations) This section analyzes Veea's financial performance, including revenues, gross profit, operating expenses, and net income (loss) Key Financial Results (Three Months Ended June 30) | Metric | 2025 | 2024 | Change ($) | 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 | $58,235 | 576% | | Product development expense | $53,417 | $701,946 | $(648,529) | -92% | | Sales and marketing expense | $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% | | Net income (loss) | $(7,410,858) | $(7,278,070) | $(132,788) | 2% | Key Financial Results (Six Months Ended June 30) | Metric | 2025 | 2024 | Change ($) | 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 | $67,127 | 451% | | Product development expense | $171,068 | $796,169 | $(625,101) | -79% | | Sales and marketing expense | $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% | | Net income (loss) | $(3,111,806) | $(13,297,064) | $10,185,258 | -77% | - Revenue growth is expected in the coming quarters from hardware, licenses, and subscriptions, focusing on Digital Equity and Inclusion, Energy and Sustainability, Fixed/Wireless/5G Networks, and Smart Retail/Warehouses[163](index=163&type=chunk) - The significant decrease in Cost of Goods Sold for both periods is attributed to a shift towards more service-based revenue compared to paid pilots for VeeaHub devices[164](index=164&type=chunk) - The substantial decrease in Product Development and Sales and Marketing expenses for the three-month period reflects reduced internal development, outside contractor costs, and unpaid customer pilots[165](index=165&type=chunk)[166](index=166&type=chunk) - The decrease in General and Administrative expense is primarily due to the Company's continued cost reduction measures[167](index=167&type=chunk) - The increase in Depreciation and Amortization is due to additional amortization for the Crowdkeep technology acquisition[168](index=168&type=chunk) - The significant improvement in net loss for the six-month period is largely driven by a gain from the change in fair value of derivative liabilities, particularly the Earn-Out Share Liability, due to a decline in the Company's stock price[170](index=170&type=chunk) [Liquidity and Capital Resources](index=40&type=section&id=Liquidity%20and%20Capital%20Resources) This section discusses Veea's cash position, outstanding debt, and plans to fund operations for the next 12 months - Veea incurred operating losses of **$4.9 million** and **$10.7 million** for the three and six months ended June 30, 2025, respectively, and had an accumulated deficit of **$220.9 million**[173](index=173&type=chunk) Liquidity Position (June 30, 2025) | Metric | Amount | | :----------------- | :------------- | | Cash | $238,008 | | Outstanding Debt | $20.2 million | | - September 2024 Notes | $750,000 | | - Crowdkeep Convertible Notes | $1.0 million | | - Working Capital Facility | $14.0 million | | - NLabs 2025 Notes (related party) | $2,626,000 | | - Inventory Vendor Notes Payable | $1.8 million | - The company plans to fund operations for the next 12 months through a **$6.0 million** public offering, the ELOC Program, a potential **$1.0 million** UK R&D tax refund, and additional debt/equity investments, including from related parties[174](index=174&type=chunk) - Management believes these funding plans provide a reasonable basis to alleviate substantial doubt about the company's ability to continue as a going concern[174](index=174&type=chunk) [Non-GAAP Financial Measures](index=40&type=section&id=Non-GAAP%20Financial%20Measures) This section explains Veea's use of Adjusted EBITDA as a non-GAAP financial measure for evaluating core operating performance - Veea uses Adjusted EBITDA as a non-GAAP financial measure to evaluate core operating performance and for internal budgeting, excluding items like interest, taxes, depreciation, amortization, stock-based compensation, and non-core expenses/gains[175](index=175&type=chunk)[176](index=176&type=chunk) Adjusted EBITDA Reconciliation (Six Months Ended June 30) | Metric | 2025 | 2024 | | :--------------------------------------- | :-------------- | :--------------- | | Net loss | $(3,111,806) | $(13,297,064) | | 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) | $0 | | Change in fair value of warrant liabilities | $(105,124) | $0 | | Change in fair value of Earn Out Shares Liability | $(8,800,000) | $0 | | Share-based compensation | $439,913 | $334,774 | | Transaction costs | $25,000 | $0 | | ADJUSTED EBITDA | $(10,027,503) | $(11,923,967) | - Adjusted EBITDA for the six months ended June 30, 2025, was **$(10.0) million**, an improvement from **$(11.9) million** in the prior year, reflecting adjustments for non-cash and non-recurring items[177](index=177&type=chunk)[181](index=181&type=chunk) [ITEM 3. Quantitative and Qualitative Disclosures about Market Risk](index=41&type=section&id=ITEM%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) As a smaller reporting company, Veea is not required to provide quantitative and qualitative disclosures about market risk - Veea is a smaller reporting company and is not required to provide quantitative and qualitative disclosures about market risk[178](index=178&type=chunk) [ITEM 4. Controls and Procedures](index=41&type=section&id=ITEM%204.%20Controls%20and%20Procedures) Veea's disclosure controls and procedures were effective as of June 30, 2025, with no material changes in internal control - As of June 30, 2025, Veea's disclosure controls and procedures were deemed effective to provide reasonable assurance for timely and accurate reporting[179](index=179&type=chunk) - No material changes in internal control over financial reporting occurred during the fiscal quarter ended June 30, 2025[180](index=180&type=chunk) [PART II. OTHER INFORMATION](index=42&type=section&id=PART%20II.%20OTHER%20INFORMATION) This section provides additional information, including legal proceedings, risk factors, equity sales, and other disclosures [ITEM 1. Legal Proceedings](index=42&type=section&id=ITEM%201.%20Legal%20Proceedings) Veea is not currently involved in any legal proceedings expected to have a material adverse effect on its business or financial results - Veea is not currently involved in any legal proceedings that are expected to have a material adverse effect on its business or financial results[183](index=183&type=chunk) [ITEM 1A. Risk Factors](index=42&type=section&id=ITEM%201A.%20Risk%20Factors) As a smaller reporting company, Veea is not required to provide new risk factor disclosures in this quarterly report - As a smaller reporting company, Veea is not required to provide information for this item[184](index=184&type=chunk) - No material changes to the risk factors disclosed in the 2025 Form 10-K have occurred[184](index=184&type=chunk) [ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=42&type=section&id=ITEM%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) There were no unregistered sales of equity securities or use of proceeds to report for the period - No unregistered sales of equity securities or use of proceeds to report[185](index=185&type=chunk) [ITEM 3. Defaults Upon Senior Securities](index=42&type=section&id=ITEM%203.%20Defaults%20Upon%20Senior%20Securities) There were no defaults upon senior securities to report for the period - No defaults upon senior securities to report[186](index=186&type=chunk) [ITEM 4. Mine Safety Disclosures](index=42&type=section&id=ITEM%204.%20Mine%20Safety%20Disclosures) Mine safety disclosures are not applicable to Veea's operations - Mine safety disclosures are not applicable[187](index=187&type=chunk) [ITEM 5. Other Information](index=42&type=section&id=ITEM%205.%20Other%20Information) This section reports executive salary increases and confirms no insider trading arrangements - Effective August 1, 2025, the annual base salaries of Janice Smith (EVP and COO) and Randal Stephenson (Acting CFO) were increased to **$300,000**[188](index=188&type=chunk) - No insider trading arrangements were reported[189](index=189&type=chunk) [ITEM 6. Exhibits](index=43&type=section&id=ITEM%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including Sarbanes-Oxley Act certifications - Exhibits include certifications of the CEO and CFO pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, and Inline XBRL documents[190](index=190&type=chunk) [SIGNATURES](index=44&type=section&id=SIGNATURES) This section contains the official signatures of Veea's Chief Executive Officer and Acting Chief Financial Officer - The report was signed by Allen Salmasi, Chief Executive Officer and Chairman, and Randal V. Stephenson, Acting Chief Financial Officer, on August 18, 2025[194](index=194&type=chunk)

Core Viewpoint - Veea Inc. has successfully closed a public offering, raising approximately $6.0 million through the sale of 9,189,096 shares of common stock and accompanying warrants, with the intention to invest in inventory, customer support infrastructure, and general corporate purposes [1][3]. Group 1: Offering Details - The offering consisted of 9,189,096 shares of common stock and warrants at a combined price of $1.00 per share, with warrants exercisable at $1.10 per share [1][3]. - A total of 3,239,096 shares and accompanying warrants were issued to NLabs Inc. in exchange for the extinguishment of certain non-convertible promissory notes totaling $3,239,096 [2]. Group 2: Use of Proceeds - The net proceeds from the offering will be allocated towards investments in inventory, enhancing customer support infrastructure, and for working capital and general corporate purposes [3]. Group 3: Regulatory Compliance - The offering was conducted under a registration statement on Form S-1, which was declared effective by the SEC on August 12, 2025, and a final prospectus was filed on August 14, 2025 [4].

Core Viewpoint - Veea Inc. has announced a public offering of 6,000,000 shares of common stock and warrants, aiming to raise approximately $6 million in gross proceeds to support its operations and infrastructure investments [1][3]. Group 1: Offering Details - The offering price is set at $1.00 per share, with warrants to purchase additional shares at an exercise price of $1.10, which will be exercisable immediately and expire in five years [1][3]. - NLabs Inc., an existing stockholder, will exchange $3,239,096 in non-convertible promissory notes for 3,239,096 shares of common stock and accompanying warrants at the public offering price [2]. Group 2: Use of Proceeds - The net proceeds from the offering will be utilized for investments in inventory, customer support infrastructure, working capital, and general corporate purposes [3]. Group 3: Regulatory Information - The offering is being conducted under a registration statement on Form S-1, which was declared effective on August 12, 2025 [4].

Core Viewpoint - The collaboration between Mysten Labs and Veea Inc. aims to enhance decentralized data storage and transport capabilities through the integration of Walrus with VeeaHub STAX, creating a secure and scalable environment for decentralized applications and AI development [1][4]. Group 1: Product Integration - Walrus has been adopted as a VeeaHub STAX edge solution, providing high-performance data transport and storage for decentralized networks [1]. - VeeaHub STAX utilizes NVMe architecture to support edge computing tasks, ensuring reliable and secure data storage [2]. - The integration allows Walrus to scale with thousands of STAX-NVMe storage nodes, maintaining security and reliability while offering cost and speed advantages over centralized cloud services [4]. Group 2: Developer Benefits - The partnership enhances capabilities for developers, enabling low-latency access to data stored on Walrus, which empowers new use cases for edge AI and decentralized applications [3]. - Developers can leverage the Walrus Decentralized Store to build applications that operate on a Decentralized Physical Infrastructure Network (DePIN) [4]. Group 3: Company Background - Mysten Labs, founded by former Meta executives, focuses on creating foundational infrastructure for a decentralized internet and is the original contributor to the Sui blockchain [6]. - Veea Inc. specializes in smart edge connectivity and computing, with its VeeaHub STAX platform recognized for its edge networking and storage capabilities [8].

Core Insights - Veea Inc. and StarGroup have formed a strategic alliance to enhance digital inclusion and connectivity in underserved rural communities in Mexico [1][2] - The partnership aims to provide high-performance, cybersecure, and affordable digital services, addressing the digital divide and promoting digital equity for millions of Mexicans [2][3] Company Overview - Veea Inc. is a global innovator in edge computing and AI-driven platforms, headquartered in New York City, with a focus on advanced networking and computing technologies [7][8] - StarGroup is a leading telecommunications and entertainment provider in Mexico, offering services through its STAR brands, including StarTV, StarGo, StarLine, and StarLink [5][6] Partnership Details - The collaboration will leverage Veea's virtual Trusted Broadband Access (vTBA) platform to deliver intelligent internet access and IoT integration directly to users' devices [3][4] - StarGroup's deployment of Veea's technology will support various local IoT applications, including precision agriculture, energy monitoring, and public safety [3][4] Strategic Goals - The partnership is committed to empowering communities by providing real-time AI-driven applications and enabling participation in the digital economy [4][3] - The initiative aims to build a foundation for a smarter, more inclusive Mexico, ensuring that every family can access digital services regardless of their geographical location [3][4]

Product Development and Technology - Veea has developed the VeeaHub product, which integrates a Linux server, Wi-Fi Access Point, firewall, IoT gateway, and NVMe data storage, with approximately 125 granted patents and 25 pending applications[124] - The Company entered into an Asset Purchase Agreement with Crowdkeep, Inc., acquiring certain IoT technology assets for the issuance of 4,065,689 shares of Common Stock[129] - Veea's Edge Platform offers a distributed computing architecture that enhances data privacy, reliability, and low latency for real-time decisions[125] - The Company aims to simplify the journey towards intelligent connectivity for devices and applications at the edge of the network[123] - Veea's business model resembles the Android OS platform architecture, focusing on hybrid edge-cloud computing and AI-enabled applications[126] Financial Performance - For the three months ended March 31, 2025, the Company reported net revenues of $14,262, a decrease of $2,508 or 15% compared to $16,770 for the same period in 2024[147] - Cost of goods sold increased by $346, or 3%, to $12,330 for the three months ended March 31, 2025, compared to $11,984 in the prior year[149] - Product development expenses surged by $121,352, or 129%, totaling $215,575 for the three months ended March 31, 2025, driven by increased internal development and contractor costs[150] - Sales and marketing expenses rose significantly by $262,987, or 305%, reaching $349,251 for the three months ended March 31, 2025, due to enhanced go-to-market strategies[151] - General and administrative expenses decreased by $736,302, or 13%, totaling $5,109,473 for the three months ended March 31, 2025, attributed to cost reduction measures[152] - The Company incurred a loss from operations of $5,767,483 for the three months ended March 31, 2025, compared to a loss of $6,090,392 in the same period of 2024[147] - The net income for the three months ended March 31, 2025, was $4,299,052, a significant improvement from a net loss of $6,547,412 in the prior year[147] - Adjusted EBITDA for the three months ended March 31, 2025, was $(5,618,846), compared to $(5,959,058) for the same period in 2024, reflecting ongoing operational challenges[163] Financing and Investment - Veea secured $1,000,000 in loans from the Crowdkeep Investor through two Note Purchase Agreements, with an annual interest rate of 8%[131] - The Company has the right to direct White Lion Capital to purchase up to $25.0 million in newly issued shares of Common Stock under the Equity Line of Credit program[138] - The Crowdkeep Convertible Notes can convert into shares of Common Stock at a price of $5.00, subject to certain conditions, and will automatically convert if the stock price reaches $7.50 for ten consecutive trading days[132] - Interest expense increased by $489,716, or 107%, to $946,484 for the three months ended March 31, 2025, due to additional draws on the revolving line of credit[158] - The Company expects to fund operations through a combination of private and public equity and debt offerings, including anticipated cash tax refunds of up to $7 million related to R&D activities and inventory prepayments[160] Management and Leadership - Randal V. Stephenson was appointed as the Senior Vice President, Finance and Chief Strategy Officer on May 1, 2025[137] Market Risk - Not applicable for quantitative and qualitative disclosures about market risk as the company is a smaller reporting company[164]

Core Insights - Veea Inc. has acquired Crowdkeep, enhancing its edge computing and AI-driven solutions portfolio through the integration of Crowdkeep's IoT platform [1][4][6] Company Overview - Veea Inc. specializes in edge computing and AI-driven solutions, aiming to provide comprehensive end-to-end solutions with a focus on cybersecurity and data analytics [1][4][10] - Crowdkeep offers an enterprise IoT platform that improves operational efficiency by collecting real-time data for informed decision-making across various sectors [2][11][12] Strategic Acquisition Details - The acquisition involves Veea acquiring substantially all of Crowdkeep's technology in exchange for shares of Veea's common stock [1] - Crowdkeep's software will be integrated with Veea's Edge Platform, utilizing VeeaHub products, cameras, and sensors to enhance asset tracking and workplace management [3][4] Market Position and Future Outlook - This acquisition positions Veea as a leader in hybrid edge-cloud computing, expanding its market presence and enhancing its capabilities in delivering AI-driven solutions [4][6] - The combined strengths of Veea and Crowdkeep are expected to accelerate product innovation and address growing market demands for real-time data collection and management [6][12] Leadership Changes - Helder Antunes, CEO of Crowdkeep, will join Veea's management team as Executive Vice President and Chief Revenue Officer, focusing on sales and marketing strategies [5][6]

Financial Performance and Projections - Veea has not generated significant revenue from product sales and anticipates continuing to incur significant losses for the foreseeable future[93]. - Veea expects to incur significant operating losses over the next several years due to high sales, marketing, and manufacturing expenses[94]. - The company has suffered recurring losses since inception and cannot predict when it will become profitable[94]. - Veea's ability to generate revenue depends on various factors, including competition and market demand for technology products[97]. - The estimates of market opportunity and growth forecasts may prove to be inaccurate, potentially harming the company's reputation[110]. - Veea's sales efforts involve considerable time and expense, with a sales cycle often lasting many months, making revenue generation unpredictable[116]. - Veea's results of operations depend on sales to government and commercial enterprises, which may be influenced by factors outside of the company's control, such as macroeconomic conditions and customer preferences[117]. - Global economic conditions, including tariffs and political uncertainty, could negatively impact demand for Veea's products and services, potentially leading to reduced revenues[143]. - Veea's ability to provide guidance on financial performance, including projections for sales, revenues, and profitability, acknowledges the inherent uncertainty in these predictions[243]. Market and Competitive Landscape - The market for Veea's platform and products is relatively new and highly competitive, with uncertain growth forecasts[93]. - Veea's success depends on the widespread adoption of its platform as an alternative to other solutions[107]. - The company faces significant competition, which could lead to reduced profit margins and loss of market share if it fails to compete effectively[114][115]. - Veea's platforms must successfully interoperate with products from other vendors, and issues in this area could delay market acceptance and adversely affect financial performance[125]. - Veea's growth may be hindered by its ability to attract, train, and retain qualified personnel to support its expanding customer base[119]. Operational Risks - Veea will need to raise substantial additional funding to support its operations, which may dilute existing shareholders[100]. - Veea's ability to manage growth effectively is critical, as expansion may strain its resources and operational capabilities[111]. - The company relies on third-party manufacturers and suppliers, and any disruptions in their operations could materially affect Veea's ability to deliver products and services[133]. - Errors, failures, or bugs in Veea's platforms could lead to significant revenue loss and damage to its reputation, especially in critical applications[122]. - Veea's reliance on third-party telecommunications and internet service providers increases vulnerability to service disruptions, which could result in customer loss and claims for damages[134]. - Disruptions in the global supply chain may affect the timely manufacture and delivery of products, impacting revenue recognition and cash collection[149]. Intellectual Property Risks - The company is subject to risks related to intellectual property; failure to secure adequate patent protection could harm its competitive position[156]. - The uncertainty surrounding Veea's patent rights could limit its ability to prevent competitors from commercializing similar technologies[159]. - Veea's patents may be challenged in courts or patent offices, potentially leading to reduced scope or invalidation of its patent rights[160]. - The company may face significant costs and distractions from legal proceedings related to its intellectual property rights[163]. - Veea's commercial success is at risk due to potential third-party claims of intellectual property infringement, which could delay product development and commercialization[176]. Cybersecurity and Compliance Risks - Cybersecurity incidents could materially harm Veea's business, operations, financial performance, and reputation, potentially leading to litigation or regulatory actions[187]. - Veea's operations are vulnerable to data breaches and unauthorized access, which could result in significant liabilities and damage to its reputation[186]. - Compliance with evolving laws and regulations, such as GDPR and California consumer privacy laws, may increase costs and impact Veea's business practices[197]. - The company faces significant liability risks due to potential violations of anti-corruption laws by employees or subcontractors, which could adversely affect its financial condition and reputation[199]. Governance and Shareholder Matters - Veea's executive officers, directors, and principal stockholders own approximately 38.75% of the outstanding shares, giving them significant control over key transactions[225]. - There are outstanding Warrants to purchase an aggregate of 11,640,544 shares of Common Stock at an exercise price of $11.50 per share, which could lead to dilution for existing shareholders[227][233]. - Veea's governance documents include anti-takeover provisions that could limit stockholder actions and delay potential acquisitions[250]. - The company’s charter designates Delaware courts as the exclusive forum for disputes, which may limit stockholders' options for legal recourse[253]. - Veea's ability to issue additional securities and obtain financing may be adversely affected by declines in its stock price[242]. Transition to Public Company - Veea's transition to a public company will incur significant legal and accounting expenses, which could divert management's attention from growth strategies[218]. - The company is classified as an "emerging growth company" and a "smaller reporting company," which allows it to take advantage of certain exemptions from disclosure requirements, potentially making its securities less attractive to investors[220][222]. - Veea has not opted out of the extended transition period for new financial accounting standards, which may complicate comparisons with other public companies[221]. - The concentration of ownership among a small group of stockholders may delay or prevent a change of control, affecting shareholder opportunities[225].

Company Overview - Veea Inc. is a pioneer in hyperconverged heterogeneous Multiaccess Edge Computing (MEC) with AI-driven cybersecurity and edge solutions, founded in 2014 and headquartered in New York City [2][4] - The company has developed advanced networking, wireless, and computing technologies, integrating computing, communications, edge storage, and cybersecurity solutions into fully managed cloud and edge products [2] Product and Technology - The Veea Edge Platform™ is a cloud-managed full-stack platform that manages multi-vendor heterogeneous devices, enabling compute capabilities with various processing units on a networking and computing mesh [3] - VeeaHub products are hyperconverged, multi-access, and multi-protocol devices that facilitate control plane management of heterogeneous devices, supporting network slicing and advanced Software Defined Networking (SDN) [3] - The platform incorporates AI-driven cybersecurity and Zero Trust Network Access (ZTNA), providing a simplified Secure Access Service Edge (SASE) [3] Recognition and Market Position - Veea has been recognized by Gartner for its innovative Edge Computing platform in both 2021 and 2023 [4] - The company was named a top 10 Edge AI solution provider in a Market Report published in October 2023, alongside major players like IBM, Microsoft, and AWS [4] Upcoming Events - Allen Salmasi, co-founder and CEO of Veea, will participate in the 37th Annual Roth Conference from March 16-18, 2025, in Dana Point, CA, where the company will host 1x1 investor meetings [1]