Plum Acquisition I(PLMI) - 2025 Q2 - Quarterly Report

PART I. FINANCIAL INFORMATION Financial Statements The unaudited condensed consolidated financial statements for the six months ended June 30, 2025, show a reduced net loss of $3.1 million, increased total assets to $28.6 million, and a $10.9 million stockholders' deficit, with $7.1 million cash used in operations Condensed Consolidated Balance Sheet As of June 30, 2025, total assets increased to $28.6 million, driven by intangible assets and inventory, while total liabilities grew to $39.5 million, resulting in a stockholders' deficit of $10.9 million | | June 30, 2025 (unaudited) | December 31, 2024 | | :--- | :--- | :--- | | Total Assets | $28,602,053 | $21,093,895 | | Total Current Assets | $15,239,583 | $14,879,122 | | Intangible assets, net | $7,721,559 | $786,061 | | Total Liabilities | $39,534,642 | $38,118,720 | | Total Current Liabilities | $31,600,070 | $20,136,171 | | Total Stockholders' Deficit | $(10,932,589) | $(17,024,825) | Condensed Consolidated Statements of Operations and Comprehensive Loss For the six months ended June 30, 2025, the company reported a net loss of $3.1 million, a significant reduction from the prior year, driven by an $8.8 million non-cash gain and decreased operating expenses | | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Sales, net | $87,168 | $57,581 | | Gross profit | $82,018 | $14,901 | | Loss from operations | $(10,671,116) | $(12,399,461) | | Change in fair value of Earn-out Share Liability | $8,800,000 | - | | Net loss | $(3,111,806) | $(13,297,064) | | Net loss per share (Basic & Diluted) | $(0.08) | $(0.64) | Condensed Consolidated Statements of Changes in Stockholders' Deficit For the six months ended June 30, 2025, the stockholders' deficit improved to $10.9 million, primarily due to common stock issuance for the Crowdkeep acquisition and a lower net loss - The stockholders' deficit improved from $(17.0) million at the end of 2024 to $(10.9) million at June 30, 2025[21] - Key activities impacting the deficit include a net loss of $3.1 million, stock issuance for the Crowdkeep acquisition valued at $6.8 million, and proceeds from the equity line of credit of $0.8 million[21] Condensed Consolidated Statements of Cash Flows For the six months ended June 30, 2025, net cash used in operating activities improved to $7.1 million, with $5.8 million provided by financing activities, leaving $238,008 in cash at period end | Cash Flow Activity (Six Months Ended June 30) | 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 period | $238,008 | $869,594 | Notes to Unaudited Condensed Consolidated Financial Statements The notes detail the company's Edge AI business, liquidity challenges, and funding plans, highlighting the Crowdkeep acquisition, ongoing debt, and subsequent public offering and Telcel supply agreement - The company specializes in Edge AI, providing a Platform-as-a-Service capability through its VeeaONE™ platform and VeeaHub products, supported by a portfolio of 123 granted patents[27][28][29] - The company has a history of operating losses and negative cash flows, with an accumulated deficit of $220.9 million as of June 30, 2025, and management plans to fund operations through equity/debt offerings and a potential tax refund[36][37] - On May 13, 2025, the company acquired assets from Crowdkeep, Inc. for 4,065,689 shares of common stock, a transaction valued at approximately $7.0 million and accounted for as an asset acquisition[48][49] - Subsequent to the quarter end, on August 14, 2025, the company closed a public offering raising approximately $6.0 million in gross cash proceeds[122] - On August 7, 2025, the company's subsidiary entered into a three-year supply agreement with Telcel in Mexico to provide its VeeaHub STAXÒ-5G product and platform services[123][124] Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses the company's Edge AI focus, Q2 2025 revenue growth, reduced operating loss, and recent strategic developments, while addressing ongoing losses and funding plans to alleviate going concern doubts | Metric (Three Months Ended June 30) | 2025 | 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Revenues, net | $72,927 | $40,811 | 79% | | Gross profit | $68,340 | $10,105 | 576% | | Loss from operations | $(4,920,943) | $(6,837,497) | -28% | | Net loss | $(7,410,858) | $(7,278,070) | 2% | - The company has incurred significant operating losses since inception, with an accumulated deficit of $220.9 million as of June 30, 2025[173] - Management plans to fund operations for the next 12 months via proceeds from a recent public offering (~$6.0M), an equity line of credit (ELOC), an expected UK tax refund (~$1.0M), and potential additional investments[174] - Recent strategic developments include a public offering in August 2025, a supply agreement with Telcel in Mexico, and the acquisition of Crowdkeep's IoT platform assets[142][143][147] Quantitative and Qualitative Disclosures about Market Risk The company is a smaller reporting company and is not required to provide the information for this item - As a smaller reporting company, Veea Inc. is not required to provide quantitative and qualitative disclosures about market risk[178] Controls and Procedures Management concluded that disclosure controls and procedures were effective as of June 30, 2025, with no material changes to internal control over financial reporting during the quarter - Management concluded that as of the end of the quarter (June 30, 2025), the company's disclosure controls and procedures were effective[179] - No material changes were made to the internal control over financial reporting during the fiscal quarter ended June 30, 2025[180] PART II. OTHER INFORMATION Legal Proceedings The company is not currently a party to any legal proceedings that would have a material adverse effect on its business or financial condition - The company is not currently involved in any legal proceedings that are expected to have a material adverse effect on its business, financial condition, or results of operations[183] Risk Factors As a smaller reporting company, this section is not required, and no material changes to previously disclosed risk factors were reported - There have been no material changes to the risk factors previously disclosed in the company's Form 10-K filed on April 15, 2025[184] Unregistered Sales of Equity Securities and Use of Proceeds The company reported no unregistered sales of equity securities during the period - None[185] Other Information Effective August 1, 2025, the annual base salaries for the Executive Vice President and Chief Operating Officer (Janice Smith) and the Acting Chief Financial Officer (Randal Stephenson) were each increased to $300,000 - On August 18, 2025, effective August 1, 2025, the annual base salaries of Janice Smith (EVP & COO) and Randal Stephenson (Acting CFO) were increased to $300,000 each[188] Exhibits This section lists the exhibits filed with the Form 10-Q, including CEO and CFO certifications and Inline XBRL data files - The report includes required certifications from the CEO and CFO under Sections 302 and 906 of the Sarbanes-Oxley Act, as well as Inline XBRL filings[190]