UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2024 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from _____________ to ____________ Commission file number 001-41977 NATURE'S MIRACLE HOLDING INC. (Exact name of small business issuer as specified in its charter) (State or other jurisdiction of incorporation ...

Financial Performance - The company reported a net loss of approximately $100.7 million for the year ended December 31, 2024, compared to a net loss of approximately $55.6 million for the previous year [119]. - As of December 31, 2024, the company's accumulated deficit was approximately $479.4 million, up from approximately $378.7 million as of December 31, 2023 [119]. - The company experienced a net loss from continuing operations of approximately $7.7 million for the year ended December 31, 2024 [120]. - The company has a history of losses and may continue to incur losses if it does not achieve sufficient revenue or reduce costs [119]. - The company’s financial condition may limit its ability to secure additional financing on acceptable terms, impacting its operations and growth [118]. - As of December 31, 2024, the company had federal net operating loss carryforwards (NOLs) of approximately $210.6 million, which may expire before generating sufficient taxable income [130]. - As of December 31, 2024, the company reported a stockholders' deficit of approximately $130.3 million, having incurred losses in the most recent six fiscal years [144]. Operational Risks - The digital media industry is highly competitive, with many players having greater financial resources, which may adversely affect the company's revenues and operating results [76]. - The company relies on third-party content contributors for user attraction, and the loss of key contributors could materially impact its business and financial condition [79]. - The sales cycle for online advertising is lengthy, and delays in payments from advertisers could adversely affect the company's financial condition and results of operations [78]. - The company faces risks from generative AI technology that may harm its ability to attract and retain audiences, protect intellectual property, and maintain revenue streams [74]. - Changes in internet search engine algorithms could reduce traffic to the company's content, negatively impacting audience retention and advertising revenues [77]. - The company is dependent on third-party cloud platforms for its digital media services, and any failures in these systems could harm its business and reputation [94]. - The growing percentage of users without support for third-party cookies could hinder the company's ability to collect data, impacting its advertising revenue [81]. - Cybersecurity threats, including ransomware and denial-of-service attacks, pose significant risks to the company's operations and financial results [89]. - The company may face claims of intellectual property infringement, which could result in substantial costs and adversely affect its business [99]. - The company faces risks related to changes in demand and pricing for its products and services, as well as competition from companies with larger user bases and resources [127]. - The company is dependent on the performance of its key executive officers and management team, with potential adverse effects on business if key personnel are lost [131]. - The company may incur substantial costs related to claims against it, which could adversely affect its financial results and operations [129]. Compliance and Regulatory Issues - The company is subject to evolving laws and regulations that could increase compliance costs and impact its business operations [102]. - The company faces risks from changes in regulations, government funding, and trade policies that could adversely affect its advertising clients and revenue [103]. - The company identified material weaknesses in its internal control over financial reporting, which could affect the accuracy of its financial statements [111]. - The company is currently out of compliance with the NYSE American's continued listing standards, specifically regarding minimum stockholders' equity requirements [144]. - The NYSE American accepted the company's compliance plan on December 20, 2024, granting a plan period through April 2, 2026, during which the company will be subject to quarterly monitoring [145]. - If compliance is not regained by the end of the plan period, the NYSE American may initiate delisting proceedings [145]. - The company intends to regain compliance within the plan period, although there is no assurance of success [146]. - Delisting could result in significant adverse consequences, including reduced liquidity and decreased analyst coverage [148]. Market and Stock Performance - The trading price of the company's common stock has been volatile, influenced by various external factors beyond its operational performance [138]. - The company has the authority to issue additional shares of common stock, which could dilute existing stockholders' ownership and negatively impact stock price [142]. - The company may issue additional securities with rights superior to those of its common stock, potentially limiting stockholders' ownership rights [143]. - The company is classified as a "smaller reporting company," which allows it to rely on reduced disclosure requirements, potentially affecting investor attractiveness [133]. - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures [237].

Drug Development and Clinical Trials - The company has a portfolio of seven drug candidates, including ENV 105 and ENV 205, targeting drug resistance and immune suppression in cancer treatment[20]. - ENV 105 is currently in a Phase 2 trial for prostate cancer, showing a clinical benefit rate of 62% among heavily pre-treated patients[27]. - The company initiated three clinical trials in fall 2023 for KROS 201 and ENV 105, with ENV 105 targeting both cancer cells and their supportive environment[26]. - The company has filed an Investigational New Drug (IND) application for ENV 105, which became effective, allowing the commencement of clinical trials[24]. - A three-gene panel is being developed as a companion biomarker for patient selection in the ENV 105 trial, although it has not yet been approved by the FDA[29]. - The NIH awarded a grant of USD 3.2 million to support the development of biomarkers related to ENV 105, which will aid in identifying potential responders in future trials[30]. - KROS 101 is an orally available GITR ligand small-molecule antagonist currently in pre-IND studies, aimed at enhancing the antitumor immune response for cancer treatment[40]. - KROS 201 is an activated T cell therapy targeting glioblastoma, with IND-enabling pharmacology and toxicology studies completed and an IND application submitted[47]. - ENV 105 is in a Phase 2 clinical trial for prostate cancer patients resistant to androgen-targeted therapy, with a potential market of USD 9 billion for a six-month dose in the U.S.[57]. - ENV 205 has shown potential to sensitize chemotherapy-resistant prostate cancer to docetaxel, with the global docetaxel market projected to grow from USD 137 billion in 2024 to USD 329 billion by 2033[54]. - The company aims to complete enrollment in multiple clinical trials, including a Phase 2 trial of ENV 105 for prostate cancer and a Phase 1 trial for KROS 201 in glioblastoma patients[68]. Market Potential and Financial Projections - The global prostate cancer therapeutics market is valued at USD 7.9 billion, while the EGFR mutant non-small cell lung cancer market is valued at USD 1.7 billion[27]. - The global cancer drug spending is expected to reach USD 532 billion by 2031, driven by targeted therapies and immuno-oncology[55]. - The immune checkpoint inhibitor market size was USD 47.4 billion in 2023 and is anticipated to grow to USD 189.1 billion by 2032, with a CAGR of 16.7%[60]. - The T cell therapy market size is projected to reach USD 20.8 billion by 2030, up from USD 4.9 billion in 2021, reflecting a CAGR of 20.4%[61]. - The specific cancer cachexia therapeutics market was over $2 billion in 2022, projected to exceed $4 billion by 2032[64]. - The maximum aggregate milestone payment for ENV 105 will be $7,150,000 when cumulative net sales exceed $100,000,000[85]. Strategic Partnerships and Acquisitions - The acquisition of Enviro Therapeutics, Inc. in June 2021 expanded the company's pipeline with advanced drug candidates in Phase 1 and Phase 2 trials[23]. - Kairos has entered into four Exclusive License Agreements with Cedars-Sinai Medical Center, requiring various fees and milestone payments totaling up to $4,400,000[76][77]. - Enviro is obligated to pay an upfront license fee and additional fees upon raising capital, with potential aggregate fees of approximately $690,000 as of December 31, 2024[83]. - The strategic partnership with Tracon is expected to enhance Enviro's market position and product offerings in the biotechnology sector[88]. Intellectual Property and Patent Strategy - The patent portfolio includes eight issued U.S. patents and 24 patent applications in foreign jurisdictions, enhancing Enviro's intellectual property position[89]. - The company is focused on expanding its patent protection across multiple jurisdictions, including Australia, Canada, China, and Europe[91]. - The company has a strong patent protection strategy, with several patents set to expire in the late 2030s, ensuring long-term market exclusivity[92]. - The company is actively pursuing new treatments for fibrosis and cancer, with multiple patents granted and applications pending in various jurisdictions including Japan and the United States[93]. - The company is focusing on both product and method patents, which enhances its competitive advantage in the market[95]. Financial Performance and Risks - The company has incurred significant losses since inception and expects to continue incurring losses over the next several years[116]. - The company has no products approved for commercial sale and may never achieve profitability[116]. - The company relies on additional financing to achieve business objectives, and adequate financing may not be available on acceptable terms[118]. - The company has limited operating history, making it difficult to evaluate its prospects for achieving intended business objectives[122]. - The company may face unforeseen expenses and complications as it transitions from a research-focused entity to one capable of supporting commercial activities[123]. Regulatory Challenges - The time required to obtain regulatory approval is unpredictable and typically takes many years, influenced by various factors including regulatory authority discretion[129]. - The company may need to relinquish valuable rights to technologies or future revenue streams if it raises additional funds through collaborations or strategic alliances[121]. - The company has not submitted a marketing application for any product candidates, and obtaining marketing authorization is a lengthy and uncertain process[132]. - The company may experience delays in preclinical testing and clinical trials, which could adversely affect its ability to obtain regulatory approvals[136]. - The regulatory approval process is lengthy and unpredictable, with no guarantee of obtaining approval for drug therapy candidates[165]. Sales and Marketing Challenges - The company lacks a sales and marketing infrastructure and has limited experience in the sale, marketing, or distribution of pharmaceutical products, which may hinder commercialization efforts[198]. - Establishing a sales force and marketing capabilities in the U.S. is critical, as delays could lead to significant commercialization costs without corresponding revenue[199]. - The company may face lower revenues and profitability if it relies on third parties for sales and marketing, limiting control over these operations[200]. - Coverage and adequate reimbursement for in-development products are uncertain, impacting market acceptance and sales potential[202]. Clinical Trial Integrity and Patient Recruitment - Enrollment and retention of patients in clinical trials is challenging and could delay trial completion[173]. - Serious adverse events or side effects from drug candidates could lead to interruptions in clinical trials and affect regulatory approval[175]. - The potential for adverse side effects could affect patient recruitment and the overall success of clinical trials[177].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to _____________ Commission File No. 001-41497 ECD AUTOMOTIVE DESIGN, INC. (Exact name of registrant as specified in its charter) Delaware 86-2559175 (S ...

Financial Performance - Revenue for the years ended December 31, 2024 and 2023 was $25.1 million and $19.5 million, respectively, representing a year-over-year increase of approximately 28.7%[307] - The company reported a net loss of $10.8 million for 2024 compared to a net loss of $1.2 million for 2023, indicating a significant increase in losses[307] - Adjusted EBITDA decreased by $5.4 million for the year ended December 31, 2024, compared to the previous year, primarily due to increased public company costs and expenses related to financial statement restatements[334] - The Company reported a net loss of $(10,771,451) for the year ended December 31, 2024, compared to a net loss of $(1,178,906) for the year ended December 31, 2023[333] - Net revenue for the year ended December 31, 2024, was $25,165,733, representing a 29.1% increase from $19,492,606 in 2023[352] - Gross profit increased to $5,887,947 in 2024, a 30.2% increase from $4,522,923 in 2023, with gross margin percentage rising to 23.4%[356] - Total operating expenses rose to $10,436,687 in 2024, a 72.3% increase from $6,058,757 in 2023, driven by higher advertising and general administrative expenses[359] - Interest expense surged to $5,270,404 in 2024, a 706.6% increase from $653,429 in 2023, primarily due to accrued interest on convertible notes[363] Business Operations - The company completed a business combination on December 12, 2023, resulting in the issuance of 26,500,000 shares of common stock and 25,000 shares of preferred stock as part of the merger consideration[314] - The company operates a logistics center in the UK to source and transport over-25-year-old work vehicles for restoration[310] - The Company has 105 employees, including 67 craftsmen and technicians, as of December 31, 2024[310] - The company experienced significant supply chain disruptions due to the COVID-19 pandemic, impacting operations and leading to the production of six fewer vehicles in 2020 compared to budget[324] - Vehicle builds accounted for 98.4% of total revenue in 2024, with an increase in average selling price per vehicle by $33,808 contributing $338,080 to revenue growth[354] Financing Activities - The December 2023 Convertible Note was issued for a principal amount of $15,819,209, with an interest rate of Prime + 5% per annum, and a maturity date of December 12, 2026[313] - The Company executed a senior secured convertible note in August 2024 for a principal amount of $1,154,681, net of a debt discount of $363,718, and issued 300,000 shares of Common Stock[373] - In January 2025, the Company entered into a securities purchase agreement for a loan of $1,724,100 and issued 500,000 shares of Common Stock[374] - The Company entered into a Business Loan and Security Agreement on February 20, 2025, receiving a term loan of $1,575,000, with total interest accruing to $661,500[416] - A new business loan agreement was established on April 4, 2025, with a principal amount of $1,824,300, accruing interest of $638,505[418] - The net proceeds from the new loan were used to pay off the previous Agile Loan amounting to $1,749,300[419] Customer and Revenue Management - Customer deposits amounted to $8,130,324 as of December 31, 2024, indicating reliance on customer funding for working capital[368] - Deferred revenue for completed vehicles not yet titled was $3,672,501 as of December 31, 2024[368] - The Company generates revenue through product sales, service revenue, and warranty revenue, with product revenue recognized upon customer payment and delivery[337] Strategic Initiatives - The Company plans to open new marketing channels in 2025, including outreach events and collaborations with market influencers[329] - The Company introduced the Jaguar E-type in 2022 and added the Ford Mustang and Toyota FJ to its lineup in 2024, targeting higher price points and gross margins[328] - The Company has expanded its manufacturing facility in Kissimmee, Florida, leasing 100,000 sq. ft. for 125 months to enhance production efficiencies[327] Compliance and Governance - The Company is currently working to regain compliance with Nasdaq Listing Rules after receiving notices regarding market value and filing delinquency[420][425] - ECD appointed Benjamin Piggott as Chief Financial Officer on September 16, 2024, following the resignation of Raymond Cole[455] - ECD appointed Barton CPA PLLC as the independent registered public accounting firm for the year ending December 31, 2024[464] - Keven Kastner was appointed as Chief Revenue Officer on November 11, 2024, to drive sales and manage revenue streams[457] Future Outlook - The Company has determined that its liquidity condition raises substantial doubt about its ability to continue as a going concern for the next twelve months[377] - The Company plans to use its current cash position and collections from accounts receivable to fund ongoing operations[378]

Financial Performance - For the years ended December 31, 2024 and 2023, the company's net losses were $8.8 million and $12.7 million, respectively, with non-cash charges of approximately $2.7 million and $6.6 million included in those losses [19]. - The company has made substantial progress in expanding its operational footprint at its Osceola, Arkansas facility, including final assembly and battery balancing [58]. - The Company does not currently face material market risks such as interest rate fluctuation or foreign currency exchange risk [307]. - The Company anticipates that international selling, marketing, and administrative costs related to foreign sales will be largely denominated in the same foreign currency, mitigating foreign currency exchange risk exposure [308]. Acquisitions and Partnerships - The company completed the Maddox Acquisition on December 18, 2024, issuing 3,100,000 shares of common stock and potentially up to $1 million in cash payments based on revenue performance during the Earnout Period [21]. - The Exclusive Distribution Agreement with EEVI ensures product supply and design consistency until December 17, 2070 [68]. - The Company has entered into a purchase agreement for a manufacturing facility in Osceola, Arkansas, but the transaction has not yet closed [117]. - The Arkansas Economic Development Commission proposed up to $27 million in incentives for the Company's operations, pending approvals and performance thresholds [118]. Market Trends and Projections - In 2023, nearly 14 million new electric vehicles were registered globally, a 35% year-on-year increase, with electric vehicle sales accounting for 18% of all cars sold globally [26]. - The global market for hybrid and electric cars is projected to follow a double-digit growth trend from 2023 to 2028, with Asia-Pacific and Europe leading in adoption [26]. - The transition to electric heavy-duty vehicles is expected to result in lower total costs of ownership by 2030, making them more attractive than diesel counterparts [33]. - The electric vehicle market remains highly competitive, with traditional manufacturers and new entrants vying for market share amid significant operational challenges [72]. Infrastructure and Charging Needs - The U.S. will need 2.13 million Level 2 and 172,000 Level 3 chargers by 2030 to support electric vehicle infrastructure [28]. - Upfront costs for electric trucks and buses are expected to decline significantly through 2030 as battery prices fall, making them competitive on a total cost of ownership basis [40]. Regulatory and Incentive Programs - The Advanced Clean Truck Regulation requires truck manufacturers to sell increasing percentages of zero-emission trucks starting with the 2024 model year, although the status of this regulation remains uncertain [23]. - Federal tax credits for electric vehicles include $7,500 for vehicles under 14,000 lbs and up to $40,000 for commercial vehicles over 14,000 lbs [42]. - California offers point-of-sale vouchers ranging from $20,000 to over $120,000 per eligible Class 4–8 vehicle [57]. - The Clean Truck and Bus Voucher Incentive Project (HVIP) has allocated over $1.7 billion for clean transportation incentives, with $80 million approved for the 2023-2024 fiscal year [80]. - Zero-emission Class 3 trucks are eligible for up to $45,000 in HVIP vouchers, while Class 4 and Class 5 vehicles can receive $60,000 per vehicle [81]. - The New York State Energy Research & Development Authority has reported $46.1 million in total funding availability under the New York Truck Voucher Incentive Program (NYTVIP) as of March 2024 [83]. - The New Jersey Zero Emissions Incentive Program offers up to $175,000 towards the purchase of battery-electric vehicles, with a total funding of $90 million [88]. - California's Zero-Emission School Bus and Infrastructure project provides per vehicle incentives of up to $375,000 for electric school buses [89]. - The EPA's Clean School Bus program may fund up to 100% of the cost for replacing existing school buses with zero-emission buses [101]. - The Heavy-Duty Zero Emission Vehicle grant program plans to distribute $1 billion for clean heavy-duty vehicles and infrastructure between 2024 and 2031 [103]. - The Commercial Clean Vehicle Credit allows businesses to receive a tax credit of up to $40,000 for qualified commercial clean vehicles [97]. - The Congestion Mitigation and Air Quality Improvement Program allocates funding to states for projects that improve air quality, with at least 16 states using funds for alternative fuel vehicle projects [95]. - The Volkswagen Environmental Mitigation Trust Funds provide millions annually for on-road vehicle projects, including electric school buses [89]. Product Development and Innovation - The company plans to introduce new products and platforms, including Electric Vehicle Supply Equipment and stationary energy storage systems [58]. - The company is actively engaged in discussions to expand relationships with third-party service providers and technology integrators [58]. - The company plans to build out its dealership and service network, including a new service center in New Jersey and plans for a center in Houston, Texas [58]. - The company is focused on building a dedicated sales team to enhance its marketing and sales network across geographic regions [63]. - The company has established relationships with multiple vendors to mitigate supply chain risks related to raw materials and components [69]. Environmental Impact - Electric buses and trucks produce zero tailpipe emissions, leading to significant reductions in nitrogen oxides and particulate matter, with replacing a conventional diesel bus potentially achieving a reduction of 78 metric tons of GHG emissions [31]. - Electric transit buses cost approximately $200,000 more than diesel buses, but lifetime fuel and maintenance savings approximate $400,000 [39]. - The California Energy Commission aims for a 40% reduction in GHG emissions below 1990 levels by 2030, with significant funding allocated for alternative and renewable fuel projects [92]. - New York State mandates that all school buses purchased must be zero-emission by 2027 and all operating school buses must be zero-emission by 2035, supported by $500 million from the Clean Air, Clean Water and Green Jobs Environmental Bond Act [85]. - The Company has delivered a total of 76 vehicles under the New Jersey Zero-Emission Incentive Program since 2021, reflecting its commitment to clean vehicle deployment [121].

Financial Performance - The company had a net income of $2,963,852 for the year ended December 31, 2024, consisting of a loss of $633,764 from operating costs and interest expense of $87,267, offset by income from the Trust Account of $3,684,883[60]. - As of December 31, 2024, the company had cash and cash equivalents of $103,774 and a working capital deficit of $799,056[66]. - The company has not generated any revenues to date and does not expect to do so until after completing its initial business combination[59]. IPO and Fundraising - The company completed its IPO on July 14, 2023, raising gross proceeds of $60,000,000 from the sale of 6,000,000 Units at $10.00 per Unit[61]. - Following the IPO, the company placed $69,690,000 in a trust account, which may be used to complete its initial business combination[63]. - The company incurred transaction costs of $3,318,898 related to the IPO, including $1,725,000 in cash underwriting fees[62]. Business Operations and Future Plans - The company expects to incur significant costs related to being a public company and for due diligence expenses in connection with its acquisition plans[58]. - The company has engaged EBC as an advisor for its Business Combination, agreeing to pay a service fee of 3.5% of the gross proceeds of the IPO upon consummation of the initial Business Combination[71]. Going Concern - Management has raised substantial doubt about the company's ability to continue as a going concern if it cannot complete a Business Combination within the specified period[66]. - The company has no off-balance sheet financing arrangements as of December 31, 2024[67].

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]. - The company has suffered recurring losses since inception and is unable to predict future profitability[94]. - Veea expects to incur significant operating losses over the next several years due to high sales, marketing, and manufacturing expenses[94]. - Veea's future operating results may fluctuate significantly due to various unpredictable factors[96]. - Veea's ability to generate revenue is dependent on various factors, including competition and market demand[97]. - The company expects to provide guidance on future financial performance, including sales projections and anticipated revenues, but acknowledges the inherent uncertainty in these predictions[243]. Market Conditions and Competition - The market for Veea's platform and products is relatively new and highly competitive, with uncertain growth forecasts[93]. - Veea faces significant competition in terms of pricing, functionality, and service quality, which could lead to reduced profit margins and loss of market share[114]. - The market for edge computing is in an early stage, and widespread adoption of Veea's platform is uncertain[107]. - Veea's sales depend heavily on government and commercial enterprise organizations, which may base purchasing decisions on factors beyond platform features, impacting revenue generation[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]. Operational Risks and Challenges - Veea's growth may be hindered by its ability to manage expansion effectively and retain necessary personnel[111]. - The sales cycle for Veea's platforms is long and unpredictable, often lasting many months, which can lead to fluctuations in operational results[116]. - Veea's growth is challenged by the need to attract and retain qualified personnel to support its expanding customer base, which may strain service teams[119]. - Errors or bugs in Veea's platforms can lead to significant revenue loss and damage to market perception, especially in critical applications[122]. - Disruptions in operations due to natural disasters or other events could materially harm Veea's business and financial condition[131]. Intellectual Property and Legal Risks - The company may face significant risks related to intellectual property claims and cybersecurity incidents[95]. - Veea is actively pursuing patent protection for its products, as failure to secure adequate patent rights 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 encounter claims that its employees or consultants have wrongfully used trade secrets from previous employers, leading to potential litigation[174]. Cybersecurity and Compliance - Cybersecurity incidents could materially affect Veea's business, operations, and reputation, leading to potential 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 operational costs and impact business practices[197]. - Veea is subject to compliance with various laws and regulations related to privacy, data protection, and cybersecurity, which could lead to significant liabilities and affect its financial condition[198]. Corporate Governance and Shareholder Matters - Veea's stock price may experience volatility due to various factors, including market conditions and operational performance, which could affect investors' ability to resell shares at attractive prices[206]. - The company filed a registration statement with the SEC for the 2024 Incentive Equity Plan, reserving 4,460,437 shares of Common Stock for future issuance, which may dilute existing ownership[211]. - Veea's governance documents contain anti-takeover provisions that could limit stockholder actions and delay potential acquisitions[250]. - 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's ability to issue additional securities and obtain financing may be adversely impacted by a decline in its stock price[242].

Revenue and Expenses - Vessel revenues increased by $6.74 million, reaching $25.70 million for the year ended December 31, 2024, compared to $18.96 million in 2023, driven by higher average time charter rates and an increase in operating days to 1,747 [360]. - Voyage expenses rose by $1.77 million to $3.71 million in 2024, primarily due to increased commissions and bunker losses from newly acquired vessels [361]. - Vessel operating expenses increased by $2.07 million to $12.49 million in 2024, attributed to higher ownership days and increased repair and maintenance costs [362]. - General and administrative expenses increased by $0.93 million to $6.21 million in 2024, mainly due to higher compensation costs and increased insurance expenses [365]. - The average time charter rates improved due to stronger capesize market conditions during 2024 [360]. - Time charter equivalent (TCE) rate increased to $12,184 for the year ended December 31, 2024, from $9,969 in 2023 [391]. Impairment and Depreciation - Impairment loss for 2024 amounted to $6.12 million, including $5.03 million related to two vessels and $1.08 million for a vessel classified as held for sale [364]. - Depreciation and amortization of deferred charges decreased by $0.47 million to $7.20 million in 2024, due to a change in estimated scrap rates and the classification of a vessel as a current asset held for sale [363]. - The company reported an impairment loss of $5.03 million for two vessels as of December 31, 2024, and an additional impairment loss of $1.09 million for the M/V Baltimore classified as a current asset held for sale [396]. - The carrying value plus unamortized dry-docking and special survey costs for vessels with impairment indicators was $20.1 million and $73.1 million as of December 31, 2024 and 2023, respectively [396]. - The aggregate carrying value of four vessels exceeded their charter-free market value by approximately $2.7 million as of December 31, 2024, compared to $13.1 million for five vessels as of December 31, 2023 [397]. Financial Performance - The company experienced a net loss of $17.86 million in 2024, compared to a net loss of $1.98 million in 2023 [359]. - Loss per share increased to $2.64 in 2024 from $2.02 in 2023 [359]. - Working capital as of December 31, 2024, was $9.02 million, down from $17.76 million in 2023 [380]. - Net cash used in operating activities in 2024 was $3.53 million, a decrease of $4.35 million compared to net cash provided in 2023 [383]. - Net cash used in investing activities during 2024 amounted to $2.52 million, including $18.91 million for the acquisition of M/T Zeze Start [384]. Fleet and Utilization - The fleet size increased, contributing to higher operating days and revenues [360]. - The effective fleet utilization is assumed to be 98% for dry bulk vessels and 97% for product tanker vessels in 2024, based on historical performance [395]. - The average estimated daily time charter equivalent rate for Panamax vessels was $13,250, while the average break-even rate was $12,157 as of December 31, 2024 [402]. Financial Instruments and Currency Exposure - The Company generates all revenues in U.S. dollars, with operating expenses primarily also in U.S. dollars [530]. - Expenses incurred in currencies other than the U.S. dollar are not significant, minimizing exposure to exchange rate fluctuations [530]. - The Company does not engage in derivative instruments to hedge expenses due to the minimal impact of currency fluctuations [530]. Other Financial Information - Support agreement costs for the year ended December 31, 2024, amounted to $6.75 million related to the agreement with Sphinx [366]. - Management fees increased by $0.1 million to $1.34 million for the year ended December 31, 2024, due to an increase in fleet size and ownership days [367]. - A gain of $6.22 million from changes in the fair value of warrant liability was recorded for the year ended December 31, 2023, with no such transactions in 2024 [368]. - Finance costs for the year ended December 31, 2024, were $0.11 million, a decrease from $0.91 million in 2023 [369]. - Interest income decreased by $0.19 million to $0.31 million for the year ended December 31, 2024, compared to $0.50 million in 2023 [370]. - The fair value of the Series C Preferred Stock granted to directors was $2.8 million, based on a valuation from an independent third party [406]. - The M/V Baltimore was measured at a fair value of $18.25 million, less costs to sell, as it was classified as held for sale on April 25, 2024 [407]. - The company’s impairment test is sensitive to variances in time charter rates and utilization rates, with a minimum decrease of 8.6% in time charter rates potentially resulting in a $1.55 million impairment charge [401]. - The company’s financial statements are prepared in accordance with U.S. GAAP, requiring estimates and judgments that may materially impact reported amounts [393]. - The company’s fleet utilization is measured by dividing operating days by available days, reflecting efficiency in vessel employment [5]. - The Company acquired the M/T Zeze Start at a fair value of $27.5 million based on an independent valuation [408]. - As of December 31, 2024, the M/V Melia was impaired to a fair value of $10.36 million [408]. - As of December 31, 2024, the M/T Zeze Start was impaired to a fair value of $25.38 million [408].

Merger and Acquisition - The company completed a merger with Legacy XTI on March 12, 2024, resulting in a name change to XTI Aerospace, Inc.[18] - The merger is accounted for as a reverse acquisition, with Legacy XTI being the accounting acquirer, and the financial statements reflect this change[19] - XTI Aerospace completed a merger with Legacy XTI on March 12, 2024, with Legacy XTI as the accounting acquirer[18] - The merger is accounted for as a reverse acquisition, with the financial statements reflecting a continuation of Legacy XTI's results[19] Stock Split - A reverse stock split of 1-for-100 was executed on March 12, 2024, to comply with Nasdaq Listing Rule 5550(a)(2)[21] - A subsequent reverse stock split of 1-for-250 is planned for January 10, 2025, also for compliance with Nasdaq Listing Rule 5550(a)(2)[21] Financial Performance and Challenges - The company has a history of losses and faces challenges in achieving profitability and delivering non-prototype aircraft[13] - Future financial results and performance are subject to various risks and uncertainties that could materially impact outcomes[12] - Economic conditions, including inflation and supply chain challenges, may impact the company's performance and customer base[16] Development and Competition - The company is working on the TriFan 600 and must secure required certifications for its development and commercialization[13] - The company is exposed to emerging competition and rapidly advancing technologies in the aerospace industry[13] - Conditional pre-orders for aircraft may be canceled or modified, impacting future cash flows and operations[13] Regulatory and Legal Risks - The company must navigate regulatory complexities and maintain compliance with Nasdaq listing requirements[16] - The company is subject to potential lawsuits and regulatory investigations, including those from the SEC[16] - There are risks associated with the approval of future patent applications and the costs of protecting intellectual property[16] Operational Risks - The company faces risks related to long development cycles and dependence on third parties for aircraft components[16] - The company must manage the risks of maintaining quality control and customer confidence in its aircraft[16] - The ability to attract and retain qualified personnel is critical for the company's growth and operational success[16]