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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM
For the Quarterly Period Ended
OR
For the transition period from _______ to ________.
Commission file number:
(Exact name of Registrant as specified in its charter)
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒
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As of August 10, 2026, there were
VEEA INC.
FORM 10-Q
TABLE OF CONTENTS
i
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
VEEA INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
| June 30, 2026 |
December 31, 2025 |
|||||||
| ASSETS | (Unaudited) | |||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Receivables, net | ||||||||
| Inventory, net | ||||||||
| Prepaid and other current assets | ||||||||
| Total current assets | ||||||||
| Property and equipment, net | ||||||||
| Goodwill | ||||||||
| Intangible assets, net | ||||||||
| Investments | ||||||||
| Restricted cash | ||||||||
| Other assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| Revolving line of credit | $ | $ | ||||||
| Accounts payable | ||||||||
| Accrued expenses | ||||||||
| Related party liabilities | ||||||||
| Deferred payables, current | ||||||||
| Notes payable, current | ||||||||
| Convertible notes payable, net - current | ||||||||
| Related party note payable | ||||||||
| Other current liabilities | ||||||||
| Total current liabilities | ||||||||
| Warrant liability | ||||||||
| Earn-out share liability | ||||||||
| Notes payable, noncurrent | ||||||||
| TOTAL LIABILITIES | ||||||||
| STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| Convertible Preferred stock, $ | ||||||||
| Common Stock, $ | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| TOTAL STOCKHOLDERS’ EQUITY (DEFICIT) | ( | ) | ||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
1
VEEA INC. AND SUBSIDIARIES
CONDENSESD CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Unaudited)
| For the Three Months Ended June 30, |
For the Six Months Ended June 30, |
|||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Sales, net | $ | $ | $ | $ | ||||||||||||
| Cost of goods sold | ||||||||||||||||
| Gross profit | ||||||||||||||||
| Operating Expenses: | ||||||||||||||||
| Product development | ||||||||||||||||
| Sales and marketing | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Transaction costs | ||||||||||||||||
| Depreciation and amortization | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income (expense): | ||||||||||||||||
| Other income | ||||||||||||||||
| Change in fair value of convertible note option liability | ||||||||||||||||
| Change in fair value of warrant liabilities | ( | ) | ||||||||||||||
| Change in fair value of Earn-out Share Liability | ( | ) | ||||||||||||||
| Other expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total other income (expense) | ( | ) | ||||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net loss per share: | ||||||||||||||||
| Basic | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Weighted average number of shares: | ||||||||||||||||
| Basic | ||||||||||||||||
| Diluted | ||||||||||||||||
| Other comprehensive income (loss): | ||||||||||||||||
| Foreign currency translation adjustment | ( | ) | ( | ) | ||||||||||||
| Comprehensive loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
2
VEEA INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
(Unaudited)
| Series A Convertible Preferred Stock |
Common Stock | Additional Paid-In |
Accumulated | Other Comprehensive |
Total Shareholders’ | |||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Income (Loss) | Equity | |||||||||||||||||||||||||
| Balance, December 31, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||
| Issuance of White Loan Warrants | - | - | ||||||||||||||||||||||||||||||
| Settlement of related party note payable and related party liabilities for preferred stock | ||||||||||||||||||||||||||||||||
| Stock-based compensation | - | - | ||||||||||||||||||||||||||||||
| Foreign currency translation gain | - | - | ||||||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance, March 31, 2026 | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Issuance of White Loan Warrants | - | - | ||||||||||||||||||||||||||||||
| Settlement of related party note payable and related party liabilities for preferred stock | ||||||||||||||||||||||||||||||||
| Common stock issued upon vesting of RSUs | ( | ) | ||||||||||||||||||||||||||||||
| Common stock issued upon draw on the equity line of credit | ||||||||||||||||||||||||||||||||
| Common stock issued as compensation for equity line of credit commitment fee | ||||||||||||||||||||||||||||||||
| Settlement of convertible note agreement for shares issued | ||||||||||||||||||||||||||||||||
| Common stock issued under Share Issuance Agreements | ||||||||||||||||||||||||||||||||
| Common stock issued for services rendered | ||||||||||||||||||||||||||||||||
| Common stock issued upon conversion of White Lion Convertible Notes | ||||||||||||||||||||||||||||||||
| Stock-based compensation | - | - | ||||||||||||||||||||||||||||||
| Foreign currency translation loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance at June 30, 2026 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||||||||||||||
| Stock-based compensation | - | - | ||||||||||||||||||||||||||||||
| Common stock issued upon exercise of stock options | ||||||||||||||||||||||||||||||||
| Common stock issued upon draw on the equity line of credit | ||||||||||||||||||||||||||||||||
| Common stock issued as compensation for equity line of credit commitment fee | ||||||||||||||||||||||||||||||||
| Settlement of convertible note agreement for shares issued | ||||||||||||||||||||||||||||||||
| Foreign currency translation gain | - | - | ||||||||||||||||||||||||||||||
| Net income | - | - | ||||||||||||||||||||||||||||||
| Balance, March 31, 2025 | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Stock-based compensation | - | - | ||||||||||||||||||||||||||||||
| Common stock issued upon exercise of stock options | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Common stock issued upon vesting of RSUs | ( | ) | ||||||||||||||||||||||||||||||
| Common stock issued upon draw on ELOC | ||||||||||||||||||||||||||||||||
| Common stock issued as consideration for Crowdkeep | ||||||||||||||||||||||||||||||||
| Settlement of convertible note agreement for shares issued | ||||||||||||||||||||||||||||||||
| Common stock issued for services | ||||||||||||||||||||||||||||||||
| Foreign currency translation gain | - | - | ||||||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3
VEEA INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| For the Six Months Ended June 30, |
||||||||
| 2026 | 2025 | |||||||
| Cash flows from operating activities | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used for operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Amortization of debt issuance costs | ||||||||
| Change in fair value of convertible note option liability | ( | ) | ||||||
| Change in fair value of warrant liabilities | ( | ) | ( | ) | ||||
| Change in fair value of Earn-out Share Liability | ( | ) | ( | ) | ||||
| Stock based compensation | ||||||||
| Share based vendor payments as compensation for services | ||||||||
| Unrealized foreign currency transaction (gain) loss | ( | ) | ( | ) | ||||
| Share based vendor payments as compensation for services | ||||||||
| Noncash expense related to Share Issuance Agreements | ||||||||
| Amortization of operating lease right of use assets | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Receivables | ( | ) | ||||||
| Inventories | ( | ) | ||||||
| Prepaid and other current assets | ||||||||
| Other assets | ( | ) | ||||||
| Accounts payable | ( | ) | ||||||
| Accrued expenses and deferred payables | ( | ) | ||||||
| Other current liabilities | ||||||||
| Operating lease payments | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities | ||||||||
| Purchase of intangible assets and trademarks | ( | ) | ( | ) | ||||
| Purchase of property and equipment | ( | ) | ( | ) | ||||
| Purchase of investments | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities | ||||||||
| Proceeds from revolving line of credit | ||||||||
| Repayment of revolving line of credit | ( | ) | - | |||||
| Proceeds from related party notes | ||||||||
| Proceeds from issuance of convertible notes | ||||||||
| Proceeds from the issuance of shares under equity line of credit facility | ||||||||
| Proceeds from exercise of stock options | ||||||||
| Proceeds from note payable | ||||||||
| Net cash provided by financing activities | ||||||||
| Effect of exchange rate changes on cash | ( | ) | ||||||
| Net increase (decrease) in cash | ( | ) | ||||||
| Cash and restricted cash at beginning of period | ||||||||
| Cash and restricted cash at end of period | $ | $ | ||||||
| Non-cash activities | ||||||||
| Crowdkeep asset acquisition | $ | $ | ||||||
| Settlement of convertible notes for shares issued | $ | $ | ||||||
| Settlement of related party note payable and related party liabilities for preferred stock | $ | $ | ||||||
| Conversion of White Lion convertible notes into common stock | $ | $ | ||||||
| As reported within the consolidated balance sheets: | ||||||||
| Cash | ||||||||
| Restricted cash | ||||||||
| Total cash and restricted cash | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4
Veea Inc. and Subsidiaries
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
1 - DESCRIPTION OF BUSINESS
The Company is dedicated to simplifying the journey towards creating a world in which virtually everyone and everything is intelligently connected, while bringing applications and artificial intelligence to the edge of the network. Most service providers, equipment suppliers, system integrators and even hyperscalers have adopted or advocated for similar solutions to various degrees either independently or in collaboration with the Company. However, to our knowledge, we are the first to market with patented technologies that (a) bring virtualized data center capabilities to the far edge of the network, commonly referred to as the Device Edge, where all wired and wireless devices connect to the network, (b) spawns hyperconvergence of computing, multiaccess communications and storage, (c) provides for Cloud-managed applications at the Edge (“Hybrid Edge-Cloud Computing”), and (d) enables machine learning with AI training, inferencing, and agentic AI at the edge (“Edge AI”) including AI-driven cybersecurity for heterogenous networks. Such networks have given rise through any combination of our developed devices and third-party devices, with CPUs, GPUs, TPUs, DPUs and/or NPUs, that run on the VeeaONE platform’s software stack. Our end-to-end edge-cloud platform is referred to as VeeaONETM (“VeeaONE”) platform.
Veea has developed several generations of highly integrated all-in-one devices that incorporate a Linux server, with a virtualized software environment, supporting our patented secured docker containers, together with a Wi-Fi Access Point with a mesh router, a firewall, an IoT gateway, NVMe data storage and 4G/5G modules. With an extensive patent portfolio of 123 granted patents and 32 pending patent applications that cover 26 patent families, our end-to-end Hybrid Edge-Cloud Computing platform represents a new product category that has the potential for wide scale customer adoption in large segments of consumer and enterprise markets.
VeeaONE — a Differentiated Transformative Platform
VeeaWare is the full-stack edge-to-cloud software platform of VeeaONE networks. Its middleware is made portable to run on a variety of devices such as X86- and Arm-based Linux servers, with or without accelerated compute (e.g., GPUs, NPUs, TPUs and DPUs), the NVIDIA Jetson family of devices and a variety of third-party routers, gateways and hubs. It also extends its Wi-Fi mesh across a number of third-party Wi-Fi access points (“APs”). Moreover, VeeaCloud delivers functionality similar to the backend cloud platforms of iOS and Android, but serves multi-user environments at the edge with devices, cameras, sensors and machines (e.g., robots, drones, trucks and tractors) over hyperconverged Edge AI-capable private network(s) at one or many locations. This capability delivers VeeaCloud-managed heterogeneous private networks, with any combination of hundreds of VeeaWare-compatible third-party devices with or without VeeaHub products, with orchestration that can scale to thousands of connected systems of intelligence.
Veea was formed based on management’s strong belief that true intelligence applicable to the edge use cases emerges from networks with real-world data and compute, and not the other way around. Everything in nature, including the formation of human societies, demonstrates that intelligence does not reside in a single node. It emerges when distributed “agents” (i.e., humans, elephants, zebras, ants, bees, mycelium, bacteria and viruses) exchange information, adapt, and coordinate toward shared outcomes. It is now becoming amply clear that advanced intelligence, accelerated by “manufactured” frontier AI models, is rapidly becoming abundant and widely available on an open-source basis, especially as they apply to the edge use cases supported by the Company. This has been evidenced recently by models such as (i) the open-source model released by NVIDIA, Nemotron 3 Ultra, a 550-billion-parameter open-weight frontier model optimized for advanced planning, code execution, and long-running AI agents providing for expert models and delivering high-speed inference, with up to a one million token context window, and (ii) the Kimi K3 open-source AI model, which matches the benchmark scores of Anthropic’s most advanced frontier model.
For AI models, especially for Physical AI at the edge, context is everything. With cameras, sensors and networked computing at the edge, VeeaONE can continuously deliver the ever-changing context for most use cases, which provides for fine-tuning of the models. Veea management believes that its leading end-to-end edge platform will facilitate the transition of AI creation from specialized teams to ordinary individuals and businesses with just simple prompts and Agentic AI. VeeaONE network capabilities support the migration of frontier-level capabilities from AI factories onto edge devices (e.g., gateways, hubs, servers, etc.), vehicles, robots, and others with Agentic AI Mixture of Experts (MoEs) at the edge. This will enable Edge AI models to become personalized for individuals and businesses with recursive self-improvement, ultimately, offering recommendations and predictions that can influence, or effectively make, economic, corporate, medical, and personal decisions. As an example of this type of Agentic AI adaptation at the edge, Mercedes-Benz has incorporated a Liquid AI agentic model that is only 600 MB in size and that, without relying on cloud services at all times, highly personalizes the car’s environment for its driver and passengers with recursive self-improvement.
5
With VeeaONE, instead of managing networks, organizations manage intelligent business processes and locations. Instead of deploying point products, VeeaONE offers a VeeaCloud-managed platform that is expandable and scalable both horizontally and vertically at one or across thousands of sites. It continuously senses, collects data and creates a data flywheel, as a self-improving feedback loop for real-time fine-tuning of AI models deployed at the edge so they can adjust to new tasks and changing user needs.
VeeaONE platform’s products, applications, and services with a distributed computing architecture, offered as a Platform-as-a-Service capability, empowering companies to capitalize on the transformative potential of Edge AI, where most of the data from smartphones, tablets, laptops, cameras, sensors, and other devices is generated, with data privacy and sovereignty, reliability, low latency for real-time decisions, bandwidth efficiency, scalability, and reduced costs compared to alternatives.
VeeaHub products, about the size of a typical Wi-Fi Access Point, are offered in variety of form factors with different capabilities for indoor and outdoor coverage and are both locally- and cloud-managed. VeeaONE architecture and business model, VeeaHub and third-party devices on VeeaONE platform with Hybrid Edge-Cloud Computing and AI-enabled applications and services.
The VeeaONE platform offers an alternative to cloud computing by enabling the formation of highly secure, but easily accessible, private clouds and networks across one or multiple user(s) or enterprise location(s) across the globe. The benefits include optimal latency, lower data transport costs, data privacy, security and ownership, Edge AI, as well as “always-on” availability for mission critical applications, and contextual awareness for people, devices and things connected to the Internet.
Our products and services have been deployed across multiple countries and industries; however, we are focused on high-growth market segments such as fixed-line or 5G-based fixed wireless broadband access, and subscription-based managed Wi-Fi for unserved and underserved communities. In both cases, broadband or Internet connectivity services are offered with a variety of Edge applications and value-added services, including advanced AI-driven cybersecurity, through Mobile Network Operators, Multiple System Operators, Internet Service Providers and other types of Managed Service Providers. The industrial applications include climate smart buildings, smart farming with precision agriculture, smart warehouses and smart retail as cloud-managed converged private networks.
Gartner recognized the innovativeness and capabilities of the platform by naming the Company a Leading Smart Edge Platform in 2023 and Cool Vendor in Edge Computing in 2021. Market Reports World in its research report published in October 2023 named the Company as one of the top 10 Edge AI solution providers alongside of IBM, Microsoft, Amazon Web Services and others.
6
Private Veea was founded in 2014 by Allen Salmasi, our Chief Executive Officer and a pioneering wireless technology leader. Mr. Salmasi helped to drive industry transformation through his contributions to the development of CDMA/TDMA-based OmniTRACS, the largest mobile satellite messaging and position reporting system with integrated IoT solutions during the 1980s and 1990s; CDMA-based 2G/3G technologies and products at Qualcomm in 1990s; OFDMA-based 4G technologies and products at NextWave during the 2000s, and hyper-converged edge computing and communications during the 2010s; and beyond with the Company.
The Company has six wholly owned subsidiaries, VeeaSystems Inc., formerly known as Veea Inc. a Delaware corporation, (“Private Veea” or “VeeaSystems”), Veea Solutions Inc., a Delaware corporation, VeeaSystems Development Inc., formerly known as Veea Systems Inc., a Delaware corporation, Veea Systems Ltd., a company organized under the laws of England and Wales, VeeaSystems SAS, a French simplified joint stock company and VeeaSystems CK Inc., a Delaware corporation; and one majority owned subsidiary, VeeaSystems Mexico, S. de R.L. de C.V., a limited capital company organized under the laws of Mexico (“VeeaSystems MX”). VeeaSystems MX is
Liquidity
During the three months ended June 30, 2026 and 2025, the Company incurred operating losses of approximately $
The Company’s founder has funded operations through related party notes and advances. The Company plans to fund its operations and capital funding needs for the next 12 months with revenue generated from operations, including anticipated revenue generated under the Supply Agreement (as defined below) entered into with Telcel, and using proceeds from its existing financing arrangements under the ELOC Purchase Agreement (as defined below), its new secured term loan facility with Pasadena Private Lending (as defined below) and the White Lion Note Purchase Agreement (as defined below) with White Lion Capital, LLC (“White Lion”). Further, the Company could pursue other equity and debt financing from new or existing investors, including related parties, which may continue to include the Company’s CEO and his affiliates. The Company’s founder will continue to support the Company if it does not secure other equity or debt financing.
In response to the Nasdaq deficiency notices received by the Company on September 29, 2025, on March 27, 2026, the Company submitted an application to transfer the listing of its listed securities from The Nasdaq Global Market to The Nasdaq Capital Market. In connection with the submission to transfer the Company’s listing, the Company requested a second period of 180 calendar days, or until September 30, 2026, to regain compliance with the Minimum Bid Price Requirement for continued listing.
On April 7, 2026, the Nasdaq Listing Qualifications department approved the Company’s request to transfer the listing of the Company’s publicly traded securities from The Nasdaq Global Select Market to The Nasdaq Capital Market. The transfer took effect at the opening of business on April 9, 2026. The transfer of the Company’s listing to The Nasdaq Capital Market is not expected to have any impact on trading in shares of common stock and public warrants. The common stock and public warrants continue to trade uninterruptedly under the symbol “VEEA” and “VEEAW”, respectively. The Nasdaq Capital Market operates in substantially the same manner as The Nasdaq Global Market, and companies on The Nasdaq Capital Market must meet certain financial and corporate governance requirements to qualify for continued listing.
As a result of the transfer to The Nasdaq Capital Market, Nasdaq granted the Company a second period of 180 calendar days, or until September 28, 2026, to regain compliance with the minimum bid price requirement for continued listing. To regain compliance, the closing bid price of the Company’s shares must meet or exceed $
7
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) for interim financial information. Accordingly, certain information and footnote disclosures normally included in unaudited condensed consolidated financial statements in accordance with GAAP have been omitted. In the opinion of management, all adjustments considered necessary for a fair presentation have been included.
All significant intercompany balances and transactions have been eliminated in consolidation. We consolidate any variable interest entity (“VIE”) where we have determined we are the primary beneficiary. The primary beneficiary is the entity which has both: (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance; and (ii) the obligation to absorb losses or receive benefits of the entity that could potentially be significant to the VIE. The Company has one VIE, VeeaSystems MX. Transactions with VeeaSystems MX were immaterial during all the periods presented and are not separately disclosed.
The accompanying condensed consolidated balance sheet as of December 31, 2025, has been derived from the consolidated financial statements included in the Company’s Annual Report on Form 10-K for its year ended December 31, 2025 filed with the SEC on April 15, 2026 (the “2025 10-K”). The accompanying unaudited condensed consolidated financial statements do not include all disclosures, including notes required by GAAP for complete financial statements. The unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying footnotes included in the 2025 10-K.
Basis of Accounting
The accompanying unaudited condensed consolidated financial statements have been prepared on the accrual basis in accordance with accounting principles generally accepted under GAAP.
Use of Estimates
Management of the Company is required to make certain estimates, judgments, and assumptions during the preparation of its unaudited condensed consolidated financial statements in accordance with GAAP. The Company believes that these estimates, judgments and assumptions are reasonable under the circumstances. These estimates, judgments, and assumptions impact the reported amounts of assets, liabilities, revenue, and expenses, and the related disclosure of contingent assets and liabilities. Actual results could differ from these estimates. Changes in such estimates could affect amounts reported in future periods. On an ongoing basis, the Company evaluates its estimates and judgments including those related to: liquidity and going concern, the useful lives and recoverability of property and equipment and definite-lived intangible assets; the recoverability of goodwill and indefinite-lived intangible assets; the carrying value of accounts receivable, including the determination of the allowance for credit losses; inventory, including the determination of allowances for estimated excess or obsolescence; the fair value of warrants; the fair value of acquisition-related contingent consideration arrangements; the fair value of the ELOC (Note 8); unrecognized tax benefits; valuation allowances recorded against deferred tax assets; legal contingencies; and the valuation of stock-based compensation, among others.
Emerging Growth Company Status
The Company is an emerging growth company, as defined in the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates.
8
Segment Information
ASC Topic No. 280, Segment Reporting (“ASC 280”), establishes standards for the way that public business enterprises report information about operating segments in their annual consolidated financial statements and requires that those enterprises report selected information about operating segments in interim financial reports. ASC 280 also establishes standards for related disclosures about products and services, geographic areas and major customers. The Company’s business segments are based on the organization structure used by the (“CODM”) for making operating and investment decisions and for assessing performance.
The Company operates as a single operating segment.
Investments
The Company holds non-marketable equity and other investments (“privately held investments”), which are included in noncurrent assets in the Company’s unaudited condensed consolidated balance sheets.
Equity investments that do not result in consolidation or the application of the equity method are accounted for in accordance with ASC Topic 321, Investments—Equity Securities (“ASC 321”). For certain eligible investments, the Company has elected the fair value option under ASC Topic 825, Financial Instruments (“ASC 825”), whereby such investments are measured at fair value on a recurring basis with changes in fair value recognized in earnings.
For investments for which the fair value option has not been elected and that do not have a readily determinable fair value, the Company applies the measurement alternative, under which investments are carried at cost, adjusted for observable price changes in orderly transactions for identical or similar investments and for impairment.
The fair value of investments accounted for under the fair value option is determined in accordance with ASC 820, Fair Value Measurement, and may involve the use of significant unobservable inputs (Level 3). The Company evaluates its investments each reporting period for changes in fair value or impairment, as applicable.
Recent Accounting Pronouncements Not Yet Adopted
In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40). In January 2025, the FASB issued ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date to clarify the effective date of ASU 2024-03. The amendments in this ASU require a public business entity to disclose specific information about certain costs and expenses in the notes to its financial statements for interim and annual reporting periods. The objective of the disclosure requirements is to provide disaggregated information about a public business entity’s expenses to help investors (a) better understand the entity’s performance, (b) better assess the entity’s prospects for future cash flows, and (c) compare an entity’s performance over time and with that of other entities. The additional disclosures under this update include (1) disclosing the amounts of purchases of inventory, employee compensation, depreciation, intangible asset amortization, and depreciation, depletion, and amortization recognized as part of oil and gas-producing activities (DD&A) (or other amounts of depletion expense) that are included in each relevant expense caption, (2) include certain amounts that are already required to be disclosed under current generally accepted accounting principles (GAAP) in the same disclosure as the other disaggregation requirements, (3) disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, and (4) disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of this ASU on its unaudited condensed consolidated financial statements.
9
3 - ACQUISITION
On May 13, 2025, the Company entered into an Asset Purchase Agreement with Crowdkeep, Inc., a Delaware corporation (the “Seller”), pursuant to which the Company acquired certain assets of the Seller relating to the Seller’s IoT technology platform business, free and clear of any liens other than certain specified liabilities of the Seller that were assumed. In consideration for the acquisition, the Company issued
The transaction was accounted for as an asset acquisition, as the Company determined that substantially all of the fair value was concentrated in a single identifiable intangible asset, proprietary technology, and therefore applied a model consistent with asset acquisition accounting. The total purchase consideration of $
The transaction was considered a related party transaction due to the involvement of a Company board member who was also the CEO and a shareholder of Crowdkeep. The Company established a special committee of the Board comprised of independent members of the Board, that evaluated and approved the transaction, concluding that the terms were commercially reasonable and negotiated at arm’s length.
The patented technology, which is recorded as part of intangible assets, net in the accompanying unaudited condensed consolidated balance sheet, will be amortized over its estimated useful life of
4 - BALANCE SHEET COMPONENTS
Inventory
Inventory consists of the following:
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Inventory | $ | $ | ||||||
| Inventory allowance | ( | ) | ( | ) | ||||
| Consigned parts | ||||||||
| Total | $ | $ | ||||||
Prepaid and other current assets
Prepaid and other current assets consists of the following:
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Prepaid expenses | $ | $ | ||||||
| Inventory purchase deposit | ||||||||
| Production deposit | ||||||||
| Other current assets | ||||||||
| Total | $ | $ | ||||||
In January 2024, the Company placed an inventory order and paid a $
10
Property and Equipment, net
Property and equipment, net consists of the following:
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Furniture and fixtures | $ | $ | ||||||
| Computer equipment | ||||||||
| Leasehold improvements | ||||||||
| Total property and equipment gross | ||||||||
| Less - Accumulated depreciation | ( | ) | ( | ) | ||||
| Total property and equipment net | $ | $ | ||||||
Depreciation expense for the three months ended June 30, 2026 and 2025, totaled approximately $
5 - GOODWILL AND INTANGIBLE ASSETS
Goodwill
The following is a summary of activity in goodwill for the six months ended June 30, 2026:
| Balance at December 31, 2025 | $ | |||
| Foreign exchange transactions | ( | ) | ||
| Balance at June 30, 2026 | $ |
The following is a summary of activity in goodwill for the year ended December 31, 2025:
| Balance at December 31, 2024 | $ | |||
| Foreign exchange transactions | ||||
| Balance at December 31, 2025 | $ |
Intangible Assets
Intangible assets consist of the following:
| As of June 30, 2026 | ||||||||||||||||||||||||||||||||
| Amortization Period | Costs as of January 1, 2026 | Additions | Disposals | Ending Costs | Accumulated Amortization | Accumulated Impairment | Net Book Value | |||||||||||||||||||||||||
| Patents | $ | $ | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||||||||
| Proprietary technology | ( | ) | ||||||||||||||||||||||||||||||
| Intangible assets, net | $ | $ | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||||||||
| As of December 31, 2025 | ||||||||||||||||||||||||||||||||
| Amortization Period | Costs as of January 1, 2025 | Additions | Disposals | Ending Costs | Accumulated Amortization | Accumulated Impairment | Net Book Value | |||||||||||||||||||||||||
| Patents | $ | $ | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||||||||
| Proprietary technology | ( | ) | ||||||||||||||||||||||||||||||
| Intangible assets, net | $ | $ | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||||||||
Intangible assets primarily consist of proprietary technology, patents, patent applications, and in-process research and development (“IPR&D”) and other identifiable intangible assets. Intangible assets are generally amortized on a straight-line basis over the periods of benefit. The Company’s patents have estimated remaining economic useful lives ranging from
11
Intangible asset amortization expense for the three months ended June 30, 2026 and 2025, totaled $
Future estimated amortization expense for the Company’s intangible assets is approximately as follows:
| Future estimated amortization as of June 30, 2026 | ||||
| 2026 – Remaining | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Thereafter | ||||
| $ | ||||
6 - DEBT
Total outstanding third-party debt of the Company is comprised of the following, including convertible notes:
| June 30, 2026 | Principal | Debt Discount | Total | |||||||||
| Convertible notes payable, net | $ | $ | ( | ) | $ | |||||||
| Notes payable, current | ||||||||||||
| Notes payable, noncurrent | ( | ) | ||||||||||
| Total | $ | $ | ( | ) | $ | |||||||
| December 31, 2025 | Principal | Debt Discount | Total | |||||||||
| Revolving Loan Facility | $ | $ | $ | |||||||||
| Convertible notes payable, net | ( | ) | ||||||||||
| Notes payable | ||||||||||||
| Total | $ | $ | ( | ) | $ | |||||||
Revolving Loan Facility
In June 2021, Private Veea entered into a revolving loan agreement (the “2021 Revolving Loan Agreement”) with First Republic Bank, which was subsequently acquired by JPMorgan Chase, (“JPM”) providing up to $
12
Convertible Notes Payable
Business Combination Convertible Notes Payable
Simultaneously with the closing of the business combination (the “Closing of Business Combination”) by and among Plum Acquisition Corp. I, Plum SPAC Merger Sub, Inc, and Private Veea (the “Business Combination”), the Company and Private Veea issued convertible notes under note purchase agreements with certain accredited investors unaffiliated with the Company and Private Veea (each, an “Investor”) for the sale of unsecured subordinated convertible promissory notes (the “September 2024 Notes”) as part of a private placement offering of up to $
The Transferred Shares were recorded at a fair value of $
The Company and VeeaSystems are co-borrowers under each September 2024 Note (together, the “Borrowers”) and are jointly responsible for the obligations to each Investor thereunder. Each September 2024 Note has a maturity date of
The outstanding obligations under each September 2024 Note are convertible in whole or in part into shares of Common Stock (the “Conversion Shares”) at a conversion price of $
The Conversion Shares were initially subject to a lock-up for a period of
13
On June 8, 2026, Veea Inc., a Delaware corporation (the “Company”), entered into Note Conversion Agreements (each a “Note Conversion Agreement” and collectively, the “Note Conversion Agreements”) with two existing investors (each a “Note Conversion Investor” and collectively, the “Note Conversion Investors”), pursuant to which the Note Conversion Investors agreed, with respect to an unsecured convertible note issued to each of them on September 13, 2024 (each a “Note” and collectively, the “Notes”), which Notes both matured on March 13, 2026, to the automatic conversion of the principal and accrued interest under the Notes into shares of the Company’s common stock, par value $
Under the terms of the Note Conversion Agreements, the Note Conversion Investors have been granted certain registration rights with respect to the Conversion Shares, pursuant to which the Company has agreed to use its commercially reasonable efforts to (i) file a resale registration statement with the Securities and Exchange Commission (“SEC”) on or before September 4, 2026, (ii) have the registration statement declared effective, as soon as practicable thereafter, and (iii) cause the registration statement to remain effective with respect to the Conversion Shares until the earliest of (A) two years from the date of issuance of the Conversion Shares, (B) the date on which the Note Conversion Investors cease to hold any of the Conversion Shares covered by such registration statement, or (C) the first date on which the Note Conversion Investors can sell all of their Conversion Shares (or shares received in exchange therefor) under Rule 144 promulgated under the Securities Act of 1933, as amended (the “Securities Act”) without limitation as to the manner of sale or the amount of such securities that may be sold.
The Note Conversion Agreements also contain customary representations and warranties of the Company and the Note Conversion Investors, covenants and indemnification agreements, all as are normally included in this type of agreement.
On June 8, 2026, the Company, entered into Share Issuance Agreements (each a “Share Issuance Agreement” and collectively, the “Share Issuance Agreements”) with four existing investors (each a “Share Issuance Investor” and collectively, the “Share Issuance Investors”), pursuant to which the Share Issuance Investors agreed that in consideration for their releasing the Company from any liability or damages in connection with the late delivery of shares of Common Stock upon the prior automatic conversion of their Notes, as a result of a “Broker Transfer” (as such term is defined in the Note Purchase Agreement, dated September 10, 2024, between the Company, the Share Issuance Investors and certain other investors), to accept the issuance of shares of Common Stock equal to a number of shares of Common Stock determined by dividing the Calculation Amount by the Per Share Price, with the “Calculation Amount,” with respect to each Share Issuance Investor, being an amount equal to the sum of (i) the original principal amount of the Note, and (ii) interest on the original principal amount of the Note through the date of issuance of the shares of Common Stock, pursuant to the applicable Share Issuance Agreement (the “Share Issuance Shares”), calculated assuming that no automatic conversion of the Note had previously occurred. On June 8, 2026, the Company issued to the Share Issuance Investors an aggregate of
The Share Issuance Agreements contain the same registration rights, with respect to the Share Issuance Shares as provided in the Note Conversion Agreements with respect to the Note Conversion Shares. The Company and the Share Issuance Investors also provided mutual general releases in their respective Share Issuance Agreements.
Convertible Notes Payable Issued in connection with Crowdkeep Acquisition
On April 17, 2025, and May 13, 2025, the Company and the majority stockholder of the Seller (“Crowdkeep Investor”), entered into two Note Purchase Agreements (the “Crowdkeep Note Purchase Agreements”). Pursuant to the Crowdkeep Note Purchase Agreements, the Crowdkeep Investor loaned to the Company an aggregate of $
14
Pursuant to the terms of the Convertible Notes, upon an event of default, the outstanding principal amount of the applicable Crowdkeep Convertible Note, plus accrued but unpaid interest, will become immediately due and payable in full. Events of default include failure to pay any principal or interest amounts under the Crowdkeep Convertible Notes, failure to perform covenants in the Crowdkeep Convertible Notes and certain bankruptcy and insolvency conditions of the Company. The Company may prepay all or any portion of the Crowdkeep Convertible Notes at any time. The Crowdkeep Convertible Notes are convertible, in whole or in part, into shares of Common Stock (the “Crowdkeep Conversion Shares”) at the option of the Crowdkeep Investor, at a price per share of $
White Lion Convertible Notes
On January 14, 2026, the Company entered into a note purchase agreement with White Lion (the “White Lion Note Purchase Agreement”) providing for the issuance of unsecured convertible promissory notes (the “White Lion Convertible Notes” or the “Initial Issuance”) and warrants (the “White Lion Warrants”) for aggregate gross proceeds of up to $
The proceeds received in connection with the Initial Issuance were allocated between the convertible notes and the White Lion Warrants based on their relative fair values. The fair value of the White Lion Warrant was estimated at the debt issuance date using the Black Scholes option pricing model. The White Lion Warrants were classified in Level 3 of the fair value hierarchy due to the use of unobservable inputs.
| Stock Price | $ | |||
| Expected term (years) | ||||
| Volatility | % | |||
| Risk-Free Rate | % |
On April 16, 2026, the Company and White Lion consummated the second closing pursuant to the White Lion Note Purchase Agreement (“Second Closing”), and the Company issued, and White Lion purchased, an additional White Lion Convertible Note with a face amount of $
The proceeds received in connection with the Initial Issuance were allocated between the convertible notes and the White Lion Warrants based on their relative fair values. The fair value of the White Lion Warrant was estimated at the debt issuance date using the Black Scholes option pricing model. The White Lion Warrants were classified in Level 3 of the fair value hierarchy due to the use of unobservable inputs.
| Stock Price | $ | |||
| Expected term (years) | ||||
| Volatility | % | |||
| Risk-Free Rate | % |
15
On May 18, 2026, the Company and White Lion consummated the third closing pursuant to the Note Purchase Agreement (the “White Lion Private Placement Third Closing”). In connection with the White Lion Private Placement Third Closing, the Company issued, and White Lion purchased, an additional White Lion Note with a face amount of $
The proceeds received in connection with the Initial Issuance were allocated between the convertible notes and the White Lion Warrants based on their relative fair values. The fair value of the White Lion Warrant was estimated at the debt issuance date using the Black Scholes option pricing model. The White Lion Warrants were classified in Level 3 of the fair value hierarchy due to the use of unobservable inputs.
| Stock Price | $ | |||
| Expected term (years) | ||||
| Volatility | % | |||
| Risk-Free Rate | % |
Term Loan Facility
On February 17, 2026, VeeaSystems, entered into a Loan Agreement with Pasadena Private Lending, Inc. providing for a secured term loan facility of up to $
$
Future principal payments on the PPL Loan are as follows:
| Future principal payments as of June 30, 2026 | ||||
| 2026 – Remaining | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Thereafter | ||||
| $ | ||||
7 - INVESTMENTS
Investments recorded using the cost method
During the fourth quarter of 2025, the Company determined that its cost method investments were fully impaired, resulting in an impairment loss of $
16
Investments recorded at fair value
For investments for which the Company has elected the fair value option under ASC 825, the investments are measured at fair value on a recurring basis with changes in fair value recognized in earnings.
During the three months ended June 30, 2026, the Company acquired a non-controlling equity interest in a privately held entity. The Company does not have the ability to exercise significant influence over the investee and accounts for the investment at fair value under ASC 825. The initial carrying value of approximately $
The investment will be measured based on unobservable inputs and, as such, is a level 3 asset in the fair value hierarchy. As of June 30, 2026, the fair value of the investment approximates the initial investment amount.
8 - STOCKHOLDERS’ EQUITY
On September 13, 2024, the Company consummated the Business Combination which was accounted for as a reverse recapitalization. In connection with the consummation of the Business Combination (i) the Company de-registered from the Register of Companies in the Cayman Islands by way of continuation out of the Cayman Islands and into the State of Delaware, migrating to and domesticating as a Delaware corporation (the “Domestication”) and (ii) restated its certificate of incorporation (“Restated Certificate of Incorporation”). In connection with the Domestication, each share of outstanding Class A ordinary shares was converted by operation of law into shares of Common Stock, on a one-for-one basis. Upon filing of the Restated Certificate of Incorporation, each issued and outstanding share of Class B stock outstanding immediately prior to the filing of the Restated Certificate of Incorporation was converted into shares of Common Stock on a one-for-one basis. Under the Restated Certificate of Incorporation, the Company is authorized to issue
Holders of Common Stock are entitled vote on all matters submitted to the stockholders vote or approval, other than on any amendment to the Restated Certificate of Incorporation (including any certificate of designations relating to any series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together as a class with the holders of one or more other such series, to vote thereon pursuant to the Restated Certificate of Incorporation (including any certificate of designations relating to any series of Preferred Stock). Holders of Common Stock are entitled to
Series A Convertible Preferred Stock
On March 30, 2026, the Company filed a Certificate of Designation establishing its Series A Convertible Preferred Stock (the “Series A Preferred Stock”) and authorized the issuance of up to
Conversion Rights
Each share of Series A Preferred Stock authorized on March 30, 2026 is convertible into Common Stock, at the option of the holder, in an amount equal to a price per share of $
Dividends
Holders of Series A Preferred Stock are entitled to receive dividends, when and if declared by the Company’s board of directors, on an as-converted basis with holders of common stock. The Series A Preferred Stock does not provide for a stated or fixed dividend rate.
17
Liquidation Preference
In the event of any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, holders of Series A Preferred Stock are entitled to receive, prior and in preference to any distribution to holders of common stock, an amount equal to $
Voting Rights
Holders of Series A Preferred Stock vote together with the holders of common stock as a single class on all matters submitted to stockholders, with voting power determined on an as-converted basis.
Equity Line of Credit
On December 2, 2024, the Company entered into a common stock purchase agreement, as amended by Amendment No. 1 dated June 2, 2025 and Amendment No. 2 dated January 14, 2026 (“ELOC Purchase Agreement” or the “ELOC”) and related registration rights agreement (the “Registration Rights Agreement”) with White Lion. Pursuant to the ELOC Purchase Agreement, the Company has the right, but not the obligation, to direct White Lion to purchase up to $
The Company controls the timing and amount of any sales to White Lion, which depend on a variety of factors including, among other things, market conditions, the trading price of the Common Stock, and determinations by the Company as to appropriate sources of funding for its business and operations. However, White Lion’s obligation to purchase shares is subject to certain conditions, including the daily trading volume of the Company’s stock. In all instances, the Company may not sell shares of Common Stock under the ELOC Purchase Agreement if it would result in White Lion and its affiliate beneficially owning more than
Through June 30, 2026, the Company has received $
The Company agreed to issue to White Lion shares of Common Stock as a commitment fee (the “Commitment Shares”). The fair value of the Commitment Shares was $
The Common Stock Purchaser has agreed that during the term of the Common Stock Purchase Agreement, neither it nor any of its affiliates will engage in any short sales or hedging transactions involving the Common Stock.
18
August 2025 Public Offering
On August 14, 2025, the Company closed a public offering (the “August 2025 Public Offering”) of
9 - STOCK INCENTIVE PLANS
In September 2014, the Private Veea’s Board of Directors adopted the Max2 Inc. Equity Incentive Plan (“2014 Plan”). Upon adoption of the 2014 Plan, the aggregate number of shares of Common Stock reserved for awards under the Plan were
On June 4, 2024, the stockholders of the Company approved the Veea Inc. 2024 Incentive Award Plan (the “2024 Incentive Plan”, collectively with the Private Veea Plans, the “Plans”), which became effective upon the Closing. The Company initially reserved
On June 4, 2024, the stockholders of the Company approved Veea Inc. 2024 Employee Stock Purchase Plan (the “ESPP”), which became effective upon the Closing. An aggregate of
19
In connection with the Business Combination, each Private Veea option that was outstanding immediate prior to Closing, whether vested or unvested, was exchanged for a stock option under the 2024 Plan (each an “Exchanged Option”) to acquire a number of shares of Common Stock equal to the product of (i) the number of shares of Private Veea’s common stock subject to such Private Veea option immediately prior to the Business Combination and (ii) the Exchange Ratio, at an exercise price per share equal to (A) the exercise price per share of such Private Veea option immediately prior to the consummation of the Business Combination, divided by (B) the Exchange Ratio. Following the Business Combination, each Exchanged Option continues to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding former Private Veea option immediately prior to the consummation of the Business Combination. Unvested Private Veea options did not accelerate nor vest on the consummation of the Business Combination. All stock option activity was retroactively restated to reflect the effect of the Exchange Ratio. Generally, stock options vest
Stock Options
Stock option activity under the Plan was as follows:
| Number of Options | Weighted- Average Exercise Price per Share | Weighted- Average Remaining Contractual Term (years) | ||||||||||
| Outstanding at December 31, 2025 | $ | |||||||||||
| Granted | ||||||||||||
| Exercised | - | |||||||||||
| Forfeited / Expired | ( | ) | - | |||||||||
| Outstanding at June 30, 2026 | ||||||||||||
| Exercisable at June, 2026 | $ | |||||||||||
On September 29, 2025, the compensation committee of the Board of Directors approved equity awards to certain Named Executive Officers (“NEO”), employees, and consultants in the form of options to purchase
The fair value of each stock option granted is estimated using the Black-Scholes option-pricing model using the single-option award approach.
| Six Months Ended | ||||
| June 30, 2026 | ||||
| Stock price | $ | |||
| Expected term (years) | ||||
| Volatility | % | |||
| Risk-Free Rate | % |
Stock compensation expense related to the common stock options outstanding was $
Total unrecognized expense related to unvested options outstanding as of June 30, 2026 was $
20
Restricted Stock Units
RSU activity under the Plan was as follows:
| Number of RSUs | Weighted- Average Grant Date Fair Value | |||||||
| Unvested at December 31, 2025 | $ | |||||||
| Granted | ||||||||
| Vested | ( | ) | ||||||
| Forfeited | ||||||||
| Unvested at June 30, 2026 | $ | |||||||
Stock compensation expense related to the RSUs for both of the three month periods ended June 30, 2026 and 2025 was approximately $
There is unrecognized expense related to unvested RSUs as of June 30, 2026.
10 - WARRANTS
Public Warrants
As part of Plum’s initial public offering (“IPO”), Plum issued warrants to third-party investors where each whole warrant entitles the holder to purchase
The Public Warrants are exercisable at per share, subject to adjustment, provided that the Company has an effective registration statement under the Securities Act covering the shares of Common Stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement) and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. The warrants will expire
The Company filed with the SEC a registration statement for the registration, under the Securities Act, of the shares of Common Stock issuable upon exercise of the SPAC Private Placement Warrants. Such registration statement was declared effective by the SEC on January 15, 2025.
With the exception of the SPAC Private Placement Warrants, in no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the shares of Common Stock underlying such Warrant.
Redemption of SPAC Warrants When the Price per Share of Common Stock Equals or Exceeds $
Once the SPAC Warrants become exercisable, the Company may redeem the outstanding Warrants (except with respect to the SPAC Private Placement Warrants):
| ● | in whole and not in part; |
| ● | at a price of $ |
| ● | upon not less than |
| ● | if, and only if, the last reported sale price of our Common Stock equals or exceeds $ |
21
Redemption of SPAC Warrants When the Price per Share of Common Stock Equals or Exceeds $
Once the SPAC Warrants become exercisable, the Company may redeem the outstanding SPAC Warrants:
| ● | in whole and not in part; |
| ● | at $ |
| ● | if, and only if, the closing price of our Common Stock equals or exceeds $ |
| ● | if the closing price of our Common Stock for any |
The SPAC Private Placement Warrants were initially issued in the same form as the Public Warrants with the exception that the SPAC Private Placement Warrants: (i) would not be redeemable by the Company and (ii) may be exercised for cash or on a cashless baseless so long as they are held by the initial purchasers or their permitted transferees, the SPAC Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants.
The Public Warrants were initially classified as a derivative liability instrument. Upon the Closing of the Business Combination, the Public Warrants in accordance with the guidance contained in ASC 815 are no longer precluded from equity classification. Equity-classified contracts are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity.
The Company continues to recognize the SPAC Private Placement Warrants as liabilities at fair value as of the Closing Date, with an offsetting entry to additional paid-in capital and adjusts the carrying value of the instruments to fair value through other income (expense) on the unaudited condensed consolidated statement of operations and comprehensive income (loss) at each reporting period until they are exercised. As of December 31, 2025, the SPAC Private Placement Warrants are presented within warrant liabilities on the unaudited condensed consolidated balance sheet.
Private Veea Warrants
Upon the Closing of the Business Combination, the Related Party Common Stock Warrants were exercised in whole, on a net basis, for
In connection with the Business Combination, Private Veea’s outstanding equity-classified Preferred stock warrants were exchanged for common stock warrants of the Company (the “Assumed Warrants”) to purchase a number of shares of Common Stock, after adjustment for anti-dilutive shares, equal to the product of (i) the number of shares of Private Veea’s common stock subject to such Preferred Stock warrant immediately prior to the Business Combination and (ii) the Exchange Ratio, at an exercise price per share equal to (A) the exercise price per share of such Preferred Stock warrant immediately prior to the consummation of the Business Combination, divided by (B) the Exchange Ratio. On November 6, 2024, the warrant holder exercised warrants to purchase
2025 Investor Warrants
In connection with the August 2025 Public Offering, the Company issued the warrants to purchase up to
Each 2025 Investor Warrant is exercisable, at the option of the holder thereof, in whole or in part, by delivering to a duly executed exercise notice accompanied by payment in full in immediately available funds for the number of shares of our common stock purchased upon such exercise (except in the case of a cashless exercise as described below).
22
A holder (together with its affiliates) may not exercise any portion of the 2025 Investor Warrant to the extent that the holder would own more than
If the holder of 2025 Investor Warrants exercises its warrants and a registration statement registering the issuance of the shares of common stock underlying the warrants under the Securities Act is not then effective or available (or a prospectus is not available for the resale of shares of common stock underlying the warrants), then in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the aggregate exercise price, the holder shall instead receive upon such exercise (either in whole or in part) only the net number of shares of common stock determined according to a formula set forth in the common warrants. Notwithstanding anything to the contrary, in the event the Company does not have or maintain an effective registration statement, there are no circumstances that would require the Company to make any cash payments or net cash settle the common warrants to the holders.
Subject to applicable laws, the 2025 Investor Warrants may be offered for sale, sold, transferred or assigned at the option of the holder upon surrender of such holder’s warrants to the Company together with the appropriate instruments of transfer.
In the event of a fundamental transaction, as described in the 2025 Investor Warrants and generally including any reorganization, recapitalization or reclassification of our common stock, the sale, transfer or other disposition, in each case, of all or substantially all of our properties or assets, our consolidation or merger with or into another person, the acquisition of more than
The Company recognized the 2025 Investor Warrants as liability-classified at fair value as of the closing date, with an offsetting entry to additional paid-in capital and adjusts the carrying value to fair value through other income (expense) on the unaudited condensed consolidated statement of operations and comprehensive loss at each reporting period until they are exercised. As of December 31, 2025, the 2025 Investor Warrants are presented within warrant liability on the unaudited condensed consolidated balance sheet.
11 - RELATED PARTY TRANSACTIONS
Lease Agreements
On March 1, 2014, Private Veea entered into a sublease agreement with NLabs Inc., an affiliate of the Company’s CEO that held approximately
23
In April 2017, Private Veea entered into a lease agreement with 83rd Street LLC to lease office space for an initial term of
Related Party Debt
At the Closing of the Business Combination, outstanding promissory notes evidencing loans made by NLabs to through the Closing (the “Related Party Notes”) in the aggregate amount, including accrued interest, of $
During the year ended December 31, 2025, NLabs made loans to the Company in the aggregate principal amount of $
From October 2025 through March 2026, NLabs made additional loans to the Company in the aggregate principal amount of $
Further, on March 30, 2026, the Company entered into separate conversion agreements with each of NLabs and 83rd Street pursuant to which $
Further, on June 25, 2026, the Company entered into a Note Conversion Agreement (the “Note Conversion Agreement”) with NLabs, pursuant to which the principal and accrued interest under the NLabs Notes were exchanged for (i) shares of Series A-1 preferred stock, par value $
Under the terms of the Note Conversion Agreement, NLabs is entitled to certain registration rights with respect to the shares of Common Stock issuable upon conversion of the Series A-1 Preferred Stock.
The foregoing summaries of the Note Conversion Agreement and Common Warrant are not complete and are qualified in their entirety by reference to the full text of the Note Conversion Agreement and Common Warrant.
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In connection with the issuance of the shares of Series A-1 Preferred Stock, on June 25, 2026, the Company filed a Certificate of Designation of Series A-1 Convertible Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Delaware to designate Series A-1 Convertible Preferred Stock. Each share of Series A-1 Preferred Stock is entitled to vote on an as converted basis along with the Common Stock, and holders of Series A-1 Preferred Stock are entitled to receive dividends that are economically equivalent to any dividends declared with respect to the Common Stock. Each share of Series A-1 Preferred Stock is convertible into Common Stock at the option of NLabs in an amount equal to the Per Share Price (as adjusted for certain stock splits) divided by $
12 - COMMITMENTS AND CONTINGENCIES
Purchase Commitments with Contract Manufacturers and Suppliers
As of June 30, 2026, the Company had no unconditional purchase obligations for the purchase of goods or services from suppliers and contract manufacturers. Unconditional purchase obligations are obligations that are enforceable and legally binding on the Company and specify all significant terms, including quantities to be purchased, fixed, minimum or variable price provisions and the approximate timing of the transaction. Unconditional purchase obligations exclude agreements that are cancelable without penalty.
Leases
The Company leases office space in the U.S., including office space from related parties as disclosed in Note 11. Under the terms of the various lease agreements, the Company may bear certain costs such as maintenance, insurance and taxes. Lease agreements may provide for increasing rental payments at fixed intervals. The Company’s CEO has guaranteed the obligations under the office space leased in New Jersey. The Company also leases offices in the United Kingdom, France, and Mexico under short-term arrangements of twelve months or less.
Indemnifications
In the normal course of business, the Company has indemnification obligations to other parties, including customers, lessors, and parties to other transactions with us, with respect to certain matters. The Company has agreed to indemnify against losses arising from a breach of representations or covenants or out of intellectual property infringement or other claims made against certain parties. These agreements may limit the time or circumstances within which an indemnification claim can be made and the amount of the claim.
It is not possible to determine the maximum potential amount for claims made under the indemnification obligations due to uncertainties in the litigation process, coordination with and contributions by other parties and the defendants in these types of cases, and the unique facts and circumstances involved in each particular case and agreement. To date, the Company has made no indemnity payments. In addition, the Company has entered into indemnification agreements with its officers and directors, and its Amended and Restated Bylaws contain similar indemnification obligations to its agents.
Litigation
In the normal course of business, the Company may become involved in various lawsuits and legal proceedings. The Company accrues contingent liabilities when it is probable that future expenditures will be made, and such expenditures can be reasonably estimated. While the ultimate results of these matters cannot be predicted with certainty, management does not expect them to have a material adverse effect on the financial position or results of operations of the Company.
Other Commitments
In connection with the Business Combination, the Company agreed to pay certain legal expenses contingent upon the Closing of the Business Combination, certain of which expenses were mutually agreed to be deferred to periods after the Closing. As of both June 30, 2026 and December 31, 2025, the amount of the deferred fees totaled approximately $
25
13 - FAIR VALUE MEASUREMENTS
Recurring Fair Value Measurements
The following table presents fair value information as of June 30, 2026 and December 31, 2025 of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. During the three and six months ended June 30, 2026 and 2025, there were no transfers amongst level 1, 2, and 3.
| June 30, 2026 | Total | Level 1 | Level 2 | Level 3 | ||||||||||||
| SPAC Private Placement Warrant liability | $ | $ | $ | |||||||||||||
| 2025 Investor Warrant liability | ||||||||||||||||
| Earn-out share liability | ||||||||||||||||
| Total | $ | $ | $ | |||||||||||||
| December 31, 2025 | Total | Level 1 | Level 2 | Level 3 | ||||||||||||
| SPAC Private Placement Warrant liability | $ | $ | $ | |||||||||||||
| 2025 Investor Warrant liability | ||||||||||||||||
| Convertible note option liability | ||||||||||||||||
| Earn-out share liability | ||||||||||||||||
| Total | $ | $ | $ | |||||||||||||
Warrant Liabilities
The Company’s initial value of the SPAC Private Placement Warrant liability as of September 13, 2024, was based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets and was classified as level 3. The subsequent measurement of the SPAC Private Placement Warrants is classified as Level 2 because these warrants are economically equivalent to the Public Warrants, based on the terms of the SPAC Private Placement Warrant agreement, and as such their value is principally derived by the value of the Public Warrants. Significant deviations from these estimates and inputs could result in a material change in fair value.
2025 Investor Warrants
The Company established the initial fair value of the 2025 Investor Warrants liability as of August 14, 2025, the date of the August 2025 Public Offering. As of December 31, 2025, the fair value was remeasured using an option pricing model. The option pricing model was used to value the liability for the initial period and subsequent measurement periods.
The 2025 Investor Warrant liability was classified within Level 3 of the fair value hierarchy due to the use of unobservable inputs.
| June 30, 2026 | December 31, 2025 | |||||||
| Stock Price | $ | $ | ||||||
| Expected term (years) | ||||||||
| Volatility | % | % | ||||||
| Risk-Free Rate | % | % | ||||||
The following table presents the changes in fair value of the 2025 Investor Warrant liability for the six months ended June 30, 2026:
| Balance, beginning of period, December 31, 2025 | $ | |||
| Change in fair value | ( | ) | ||
| Balance, end of period, June 30, 2026 | $ |
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Earn-out Share Liability
Following the Closing of the Business Combination, holders of certain capital stock of Private Veea immediately prior to the closing have the contingent right to receive up to
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Stock Price | $ | $ | ||||||
| Expected term (years) | ||||||||
| Volatility | % | % | ||||||
| Risk-Free Rate | % | % | ||||||
The following table presents the changes in fair value of the Earn-Out Share Liability for the six months ended June 30, 2026:
| Balance, beginning of period, December 31, 2025 | $ | |||
| Change in fair value | ( | ) | ||
| Balance, end of period, June 30, 2026 | $ |
14 - EARNINGS PER SHARE
The computation of basic and dilutive net loss per share attributable to common stockholders for the three and six months ended June 30, 2026 and 2025, are as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Basic: | ||||||||||||||||
| Numerator: | ||||||||||||||||
| Net loss attributable to common shareholders | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Denominator: | ||||||||||||||||
| Weighted-average common shares outstanding | ||||||||||||||||
| Net loss per share – basic: | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Diluted: | ||||||||||||||||
| Numerator: | ||||||||||||||||
| Net loss attributable to common and common equivalent shareholders | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Denominator: | ||||||||||||||||
| Weighted-average common stock outstanding | ||||||||||||||||
| Stock options, RSUs, warrants, Earn-Out Liability, and convertible notes outstanding to purchase shares of common stock | ||||||||||||||||
| Total common and common equivalent shares outstanding | ||||||||||||||||
| Net loss per share – diluted: | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
The weighted average potential shares of common stock that were excluded from the calculation of net loss per share-diluted for the periods presented because including them would have been anti-dilutive consisted of the following:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Stock options outstanding to purchase shares of common stock and RSUs | ||||||||||||||||
| Public Warrants | ||||||||||||||||
| SPAC Private Placement Warrants | ||||||||||||||||
| Private Veea Warrants | ||||||||||||||||
| 2025 Investor Warrants | ||||||||||||||||
| Convertible Notes | ||||||||||||||||
| White Lion Warrants | ||||||||||||||||
| NLabs Warrants | ||||||||||||||||
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The weighted average potential shares of common stock that were excluded from the calculation of net loss per share-diluted because the performance or market conditions associated with these awards were not met are as follows for the periods presented:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Earn-Out Liability | ||||||||||||||||
15 - EMPLOYEE 401(k) PLAN
The Company sponsors a 401(k) plan (the “Plan”) to provide retirement benefits for its employees.
As allowed under Section 401(k) of the Internal Revenue Code, the Plan provides for tax-deferred salary contributions and after-tax contributions for eligible employees. The Plan provides for tax-deferred salary contributions and after-tax contributions for eligible employees. Employee contributions are limited to a maximum annual amount as set periodically by the Internal Revenue Code. The Company matches pretax and Roth employee contributions up to
16 - SUBSEQUENT EVENTS
The Company evaluated subsequent events from June 30, 2026, the date of these financial statements, through the date on which the financial statements were issued (the “Issuance Date”), for events requiring recording or disclosure in the financial statements as of and for the six months ended June 30, 2026. The Company concluded that no events have occurred that would require recognition or disclosure in the financial statements, except as described below:
On July 30, 2026 and July 31, 2026, NLabs made unsecured loans to the Company in the principal amount of $
Effective July 31, 2026, Randal Stephenson’s positions as Chief Financial Officer and Senior Vice President of the Company were terminated without cause. Mr. Stephenson and the Company are currently negotiating a termination and severance agreement (the “Termination Agreement”), in connection with his departure.
Effective July 31, 2026, Greg Deisher, currently the Chief Operating Officer and Executive Vice President of the Company, replaced Mr. Stephenson as the Company’s Chief Financial Officer. Mr. Deisher will also continue to serve as Chief Operating Officer and an Executive Vice President of the Company.
On August 10, 2026, the Company entered into an Amendment, Waiver and Warrant Cancellation Agreement (the “White Lion Waiver Agreement”) with White Lion. Pursuant to the White Lion Waiver Agreement, the Company and White Lion agreed that the warrants issued to White Lion in connection with the first, second, and third closings under the Note Purchase Agreement dated January 14, 2026 (collectively, the “Warrants”) were cancelled and extinguished concurrent with the delivery of a Regular Purchase Notice under the Company’s existing equity line of credit agreement with White Lion dated August 5, 2026. In addition, the parties confirmed that a fourth closing under the Note Purchase Agreement occurred on July 10, 2026, pursuant to which White Lion provided an additional $
On August 10, 2026, in response to the Company’s non-compliance with the Nasdaq minimum bid price requirement of $
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of the financial condition and results of operations of Veea Inc. (the “Company” or “Veea”) should be read together with our audited consolidated financial statements and unaudited consolidated condensed financial statements. In addition to our historical consolidated financial information, this discussion includes forward-looking information regarding our business, results of operations and cash flows, and contractual obligations and arrangements that involve risks, uncertainties, and assumptions. Our actual results may differ materially from any future results expressed or implied by such forward-looking statements as a result of various factors, including, but not limited to, those discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on April 15, 2026.
Unless the context otherwise requires, references in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” to “Veea,” “we”, “us”, “our”, and the “Company” are intended to refer to the business and operations of Veea Inc. and its consolidated subsidiaries.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (the “Quarterly Report”) contains forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995, including statements regarding, among other things, the plans, strategies and prospects, both business and financial, of the Company. These statements are based on the beliefs and assumptions, whether or not identified in this Quarterly Report, of the management of the Company. Although the Company believes that its plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, the Company cannot assure you that it will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, and any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. These statements may be preceded by, followed by or include the words “anticipate,” “believe,” “could,” “continue,” “estimate,” “expect,” “forecast,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “project,” “scheduled,” “seek,” “should,” “will” or similar expressions, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements contained in this Quarterly Report include, but are not limited to, statements about the ability of the Company to:
| ● | failure to maintain adequate operational and financial resources or raise additional capital or generate sufficient cash flows; |
| ● | risks related to its current growth strategy and the Company’s ability to generate revenue and become profitable; |
| ● | market acceptance of its platform and products; |
| ● | the length and unpredictable nature of its sales cycles; |
| ● | Veea’s reliance on distribution and partnering arrangements and third-party manufacturers; |
| ● | cybersecurity incidents, security vulnerabilities, and real or perceived errors, failures, defects, or bugs in its platforms or products; |
| ● | the ability to maintain the listing of our Common Stock and the warrants on Nasdaq, and the potential liquidity and trading of such securities; |
| ● | our public securities’ potential liquidity and trading; |
| ● | macroeconomic conditions; and |
| ● | each of the other factors detailed under the section entitled “Risk Factors.” |
Forward-looking statements are provided for illustrative purposes only and are not guarantees of performance. You should not put undue reliance on these statements which speak only as of the date hereof. You should understand that the factors discussed under the heading “Risk Factors” and elsewhere in this Quarterly Report and as disclosed on the 2025 10-K, could affect the future results of the Company, and could cause those results or other outcomes to differ materially from those expressed or implied in the forward-looking statements in this Quarterly Report.
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In addition, the risks described under the heading “Risk Factors” in this Quarterly Report are not exhaustive. Other sections of this Quarterly Report describe additional factors that could adversely affect the businesses, financial conditions, or results of operations of the Company. New risk factors emerge from time to time and it is not possible to predict all such risk factors, nor can the Company assess the impact of all such risk factors on the business of the Company, or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. All forward-looking statements attributable to the Company or persons acting on their behalf are expressly qualified in their entirety by the foregoing cautionary statements. The Company undertakes no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
In addition, this Quarterly Report contains statements of belief and similar statements that reflect the beliefs and opinions of the Company on the relevant subject. These statements are based upon information available to the Company as of the date of this Quarterly Report, and while the Company believes such information forms a reasonable basis for such statements, such information may be limited or incomplete, and statements should not be read to indicate that the Company has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and you are cautioned not to unduly rely upon these statements.
Company Overview
We are dedicated to simplifying the journey towards creating a world in which virtually everyone and everything is intelligently connected, while bringing applications and AI to the edge of the network. Most service providers, equipment suppliers, system integrators and even hyperscalers have adopted or advocated for similar solutions to various degrees either independently or in collaboration with the Company. However, to our knowledge, we are one of the first to market with patented technologies that a) bring virtualized data center capabilities to the far edge of the network, commonly referred to as the Device Edge, where all wired and wireless devices connect to the network, b) spawns hyperconvergence of computing, multiaccess communications and storage, c) provides for Cloud-managed applications at the Edge, d) enables machine learning with AI training, inferencing, and agentic AI at the Edge including AI-driven cybersecurity for heterogenous networks. Such networks are given rise through any combination of our developed devices and third-party devices, with CPUs, GPUs, TPUs, DPUs and/or NPUs, that run the VeeaONE platform software stack.
Veea has developed several generations of highly integrated all-in-one devices that incorporate a Linux server, with a virtualized software environment, supporting our patented secured docker containers, together with a Wi-Fi Access Point (AP) with a mesh router, a firewall, an IoT gateway, NVMe data storage and 4G/5G modules, referred to as the “VeeaHub” product. With an extensive patent portfolio of 123 granted patents and 32 pending patent applications that cover 26 patent families, our end-to-end Hybrid Edge-Cloud Computing platform represents a new product category that has the potential for wide scale customer adoption in large segments of consumer and enterprise markets.
VeeaONE — a Differentiated Transformative Platform
VeeaWare is the full-stack edge-to-cloud software platform of VeeaONE networks. Its middleware is made portable to run on a variety of devices such as X86- and Arm-based Linux servers, with or without accelerated compute (e.g., GPUs, NPUs, TPUs and DPUs), the NVIDIA Jetson family of devices and a variety of third-party routers, gateways and hubs. It also extends its Wi-Fi mesh across a number of third-party Wi-Fi access points (“APs”). Moreover, VeeaCloud delivers functionality similar to the backend cloud platforms of iOS and Android, but serves multi-user environments at the edge with devices, cameras, sensors and machines (e.g., robots, drones, trucks and tractors) over hyperconverged Edge AI-capable private network(s) at one or many locations. This capability delivers VeeaCloud-managed heterogeneous private networks, with any combination of hundreds of VeeaWare-compatible third-party devices with or without VeeaHub products, with orchestration that can scale to thousands of connected systems of intelligence.
Veea was formed based on management’s strong belief that true intelligence applicable to the edge use cases emerges from networks with real-world data and compute, and not the other way around. Everything in nature, including the formation of human societies, demonstrates that intelligence does not reside in a single node. It emerges when distributed “agents” (i.e., humans, elephants, zebras, ants, bees, mycelium, bacteria and viruses) exchange information, adapt, and coordinate toward shared outcomes. It is now becoming amply clear that advanced intelligence, accelerated by “manufactured” frontier AI models, is rapidly becoming abundant and widely available on an open-source basis, especially as they apply to the edge use cases supported by the Company. This has been evidenced recently by models such as (i) the open-source model released by NVIDIA, Nemotron 3 Ultra, a 550-billion-parameter open-weight frontier model optimized for advanced planning, code execution, and long-running AI agents providing for expert models and delivering high-speed inference, with up to a one million token context window, and (ii) the Kimi K3 open-source AI model, which matches the benchmark scores of Anthropic’s most advanced frontier model.
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For AI models, especially for Physical AI at the edge, context is everything. With cameras, sensors and networked computing at the edge, VeeaONE can continuously deliver the ever-changing context for most use cases, which provides for fine-tuning of the models. Veea management believes that its leading end-to-end edge platform will facilitate the transition of AI creation from specialized teams to ordinary individuals and businesses with just simple prompts and Agentic AI. VeeaONE network capabilities support the migration of frontier-level capabilities from AI factories onto edge devices (e.g., gateways, hubs, servers, etc.), vehicles, robots, and others with Agentic AI Mixture of Experts (MoEs) at the edge. This will enable Edge AI models to become personalized for individuals and businesses with recursive self-improvement, ultimately, offering recommendations and predictions that can influence, or effectively make, economic, corporate, medical, and personal decisions. As an example of this type of Agentic AI adaptation at the edge, Mercedes-Benz has incorporated a Liquid AI agentic model that is only 600 MB in size and that, without relying on cloud services at all times, highly personalizes the car’s environment for its driver and passengers with recursive self-improvement.
With VeeaONE, instead of managing networks, organizations manage intelligent business processes and locations. Instead of deploying point products, VeeaONE offers a VeeaCloud-managed platform that is expandable and scalable both horizontally and vertically at one or across thousands of sites. It continuously senses, collects data and creates a data flywheel, as a self-improving feedback loop for real-time fine-tuning of AI models deployed at the edge so they can adjust to new tasks and changing user needs.
VeeaONE platform’s products, applications, and services with a distributed computing architecture, offered as a Platform-as-a-Service capability, empower companies to capitalize on the transformative potential of Edge AI, where most of the data from smartphones, tablets, laptops, cameras, sensors, and other devices is generated, with data privacy and sovereignty, reliability, low latency for real-time decisions, bandwidth efficiency, scalability, and reduced costs compared to alternatives.
VeeaHub products, about the size of a typical Wi-Fi Access Point (AP), are offered in variety of forms with different capabilities for indoor and outdoor coverage and are both locally- and cloud-managed. VeeaONE platform architecture and business model, VeeaHub and third-party devices on VeeaONE platform with Hybrid Edge-Cloud Computing and AI-enabled applications and services resemble the Android OS platform architecture and business model for Android devices.
The VeeaONE platform offers a complement, and in some cases an alternative, to cloud computing by enabling the formation of highly secure, but easily accessible, private clouds and networks across one or multiple user(s) or enterprise location(s) across the globe. Benefits of the VeeaONE platform include optimal latency, lower data transport costs, data privacy, security and ownership, Edge AI, as well as “always-on” availability for mission critical applications, and contextual awareness for people, devices and things connected to the Internet.
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Recent Developments
Transfer of Listing Application
In response to the Nasdaq deficiency notices received by the Company on September 29, 2025, on March 27, 2026, the Company submitted an application to transfer the listing of its common stock and publicly trade warrants (collectively, the “Listed Securities”) from The Nasdaq Global Market to The Nasdaq Capital Market. In connection with the submission to transfer the Company’s listing, the Company requested a second period of 180 calendar days, or until September 30, 2026, to regain compliance with the minimum bid price requirement for continued listing on the Nasdaq Global Market under Nasdaq Lising Rule 5550(a)(2) (“Minimum Bid Price Requirement”) for continued listing.
On April 7, 2026, Listing Qualifications Department of Nasdaq (the “Nasdaq Staff”) approved the Company’s request to transfer the listing of the Company’s publicly traded securities from The Nasdaq Global Select Market to The Nasdaq Capital Market. The transfer took effect at the opening of business on April 9, 2026 and did not have any immediate effect on trading in the Listed Securities. The Listed Securities continue to trade uninterruptedly under the symbol “VEEA” and “VEEAW”, respectively. The Nasdaq Capital Market operates in substantially the same manner as The Nasdaq Global Market, and companies on The Nasdaq Capital Market must meet certain financial and corporate governance requirements to qualify for continued listing.
As a result of the transfer to The Nasdaq Capital Market, Nasdaq granted the Company a second period of 180 calendar days, or until September 28, 2026, to regain compliance with the Minimum Bid Price Requirement for continued listing. To regain compliance, the closing bid price of the Company’s shares must meet or exceed $1.00 per share for a minimum of 10 consecutive business days on or prior to September 28, 2026. Nasdaq’s determination to grant the additional 180-day compliance period was in part based on, among other things, the Company meeting the continued listing requirements of The Nasdaq Capital Market with the exception of the Minimum Bid Price Requirement, and the Company having provided written notice of its intention to cure the deficiency during the additional compliance period, including by effecting a reverse stock split if necessary. Following Nasdaq’s approval of the extended compliance period, the Company intends to continue to actively monitor the Minimum Bid Price Requirement and, as appropriate, will consider available options to resolve any deficiencies and regain compliance, including by effecting a reverse stock split if necessary.
Executive Management Changes
On April 13, 2026, the Company entered into a transition agreement with Janice K. Smith, the Executive Vice President and Chief Operating Officer (the “Smith Transition Agreement”). Pursuant to the Smith Transition Agreement, effective as of April 30, 2026, Ms. Smith resigned from her current roles as the Executive Vice President and Chief Operating Officer of the Company and has served as Senior Operations Advisor for a period commencing on April 30, 2026 and ending on December 31, 2026. Ms. Smith is entitled certain equity awards and cash bonus.
Components of Results of Operations
Revenue, net
The Company recognizes revenue based on the satisfaction of distinct obligations to transfer goods and services to customers. The Company generates revenue from hardware sales and the sale of licenses and subscriptions. The Company applies a five-step approach as defined in ASC 606, Revenue from Contracts with Customers, in determining the amount and timing of revenue to be recognized: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when a corresponding performance obligation is satisfied. Most contracts with customers are to provide distinct products or services within a single contract. However, if a contract is separated into more than one performance obligation, the total transaction price is allocated to each performance obligation in an amount based on the estimated relative standalone selling price.
For licenses of technology, recognition of revenue is dependent upon whether the Company has delivered rights to the technology, and whether there are future performance obligations under the contract. Revenue from non-refundable upfront payments is recognized when the license is transferred to the customer and the Company has no other performance obligations. Revenue for licenses delivered under a subscription model having terms between one and twelve-months are recognized over-time. Subscription revenue is generated through sales of monthly subscriptions. Customers pay in advance for the licenses and subscriptions. Revenue is initially deferred and is recognized using the straight-line method over the term of the applicable subscription period.
Cost of Goods Sold
Cost of goods sold consists primarily of the cost of finished goods, components purchased for manufacturing and freight. Cost of goods sold also includes third-party vendor costs related to cloud hosting fees.
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Operating Expenses
We classify our operating expenses into the following categories:
| ● | Product development expenses. Product development expenses primarily consist of employee compensation, employee benefits, stock-based compensation related to technology developers and product management employees, as well as fees paid for outside services and materials. |
| ● | Sales and marketing expenses. Sales and marketing expenses consist of compensation and other employee-related costs for personnel engaged in selling, marketing and sales support functions. Selling expenses also include marketing and the costs associated with customer evaluations. The Company does not currently incur advertising costs. |
| ● | General and administrative expenses. General and administrative expenses consist of compensation expense (including stock-based compensation expense) for employees and executive management, and expenses associated with finance, tax, and human resources. General and administrative expenses also includes transaction costs, expenses associated with facilities, information technology, external professional services, legal costs and settlement of legal claims and other administrative expenses. |
| ● | Depreciation and amortization: Depreciation and amortization expense consists of depreciation of Veea’s property and equipment and amortization of Veea’s patents and other intellectual property. |
Results of Operations
The following tables set forth the results of our operations for the periods presented, as well as the changes between periods. The period-to-period comparison of financial results is not necessarily indicative of future results.
For the three and six months ended June 30, 2026 compared to three and six months ended June 30, 2025
The following table sets forth Veea’s unaudited condensed consolidated statements of operations data for the three and six months ended June 30, 2026 and 2025, respectively. Veea has prepared the three month data on a consistent basis with the audited consolidated financial statements as of and for the years ended December 31, 2025 and 2024, included in the 2025 10-K. In the opinion of Veea’s management, the unaudited three month financial information reflects all necessary adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of this data.
| Three Months Ended June 30, | ||||||||||||||||
| 2026 | 2025 | Change $ | Change % | |||||||||||||
| Sales, net | $ | 176,221 | $ | 72,927 | $ | 103,294 | 142 | % | ||||||||
| Cost of goods sold | 38,838 | 4,587 | 34,251 | 747 | % | |||||||||||
| Gross profit | 137,383 | 68,340 | ||||||||||||||
| Operating expenses: | ||||||||||||||||
| Product development | 94,220 | 53,417 | 40,803 | 76 | % | |||||||||||
| Sales and marketing | 147,954 | 40,515 | 107,439 | 265 | % | |||||||||||
| General and administrative, net | 6,759,222 | 4,750,744 | 2,008,478 | 42 | % | |||||||||||
| Transaction cost | 73,024 | - | 73,024 | 100 | % | |||||||||||
| Depreciation and amortization | 207,823 | 144,607 | 63,216 | 44 | % | |||||||||||
| Total operating expenses | 7,282,243 | 4,989,283 | ||||||||||||||
| Loss from operations | (7,144,859 | ) | (4,920,943 | ) | ||||||||||||
| Other income (expenses): | ||||||||||||||||
| Other income, net | 537,445 | 461 | 536,984 | 116483 | % | |||||||||||
| Change in fair value of convertible note option liability | - | 730 | (730 | ) | -100 | % | ||||||||||
| Change in fair value of warrant liability | 1,925,145 | (315,373 | ) | 2,240,518 | -710 | % | ||||||||||
| Change in fair value of Earn-out share liability | 1,341,800 | (1,730,000 | ) | 3,071,800 | -178 | % | ||||||||||
| Other expense | (75,117 | ) | (12,635 | ) | (62,482 | ) | 495 | % | ||||||||
| Interest expense | (610,324 | ) | (433,098 | ) | (177,226 | ) | 41 | % | ||||||||
| Total other income (expense) | 3,118,949 | (2,489,915 | ) | |||||||||||||
| Net income (loss) | $ | (4,025,910 | ) | $ | (7,410,858 | ) | $ | 3,384,948 | -46 | % | ||||||
33
| Six Months Ended June 30, | ||||||||||||||||
| 2026 | 2025 | Change $ | Change % | |||||||||||||
| Sales, net | $ | 356,638 | $ | 87,168 | $ | 269,470 | 309 | % | ||||||||
| Cost of goods sold | 61,505 | 5,150 | 56,355 | 1094 | % | |||||||||||
| Gross profit | 295,133 | 82,018 | ||||||||||||||
| Operating expenses: | ||||||||||||||||
| Product development | 242,820 | 171,068 | 71,752 | 42 | % | |||||||||||
| Sales and marketing | 190,069 | 389,766 | (199,697 | ) | -51 | % | ||||||||||
| General and administrative, net | 11,551,506 | 9,987,637 | 1,563,869 | 16 | % | |||||||||||
| Transaction cost | 73,024 | - | 73,024 | 100 | % | |||||||||||
| Depreciation and amortization | 412,815 | 204,663 | 208,152 | 102 | % | |||||||||||
| Total operating expenses | 12,470,234 | 10,753,134 | ||||||||||||||
| Loss from operations | (12,175,100 | ) | (10,671,116 | ) | ||||||||||||
| Other income (expenses): | ||||||||||||||||
| Other income, net | 777,790 | 1,233 | 776,557 | 62981 | % | |||||||||||
| Change in fair value of convertible note option liability | - | 59,730 | (59,730 | ) | -100 | % | ||||||||||
| Change in fair value of warrant liability | 2,384,248 | 105,124 | 2,279,124 | 2168 | % | |||||||||||
| Change in fair value of Earn-out share liability | 1,900,400 | 8,800,000 | (6,899,600 | ) | -78 | % | ||||||||||
| Other expense | (165,294 | ) | (27,196 | ) | (138,098 | ) | 508 | % | ||||||||
| Interest expense | (1,421,000 | ) | (1,379,581 | ) | (41,419 | ) | 3 | % | ||||||||
| Total other income (expense) | 3,476,144 | 7,559,310 | ||||||||||||||
| Net income (loss) | $ | (8,698,956 | ) | $ | (3,111,806 | ) | $ | (5,587,150 | ) | 180 | % | |||||
Revenue, net
The Company generated revenue of approximately $0.2 million and approximately $0.1 million for the three months ended June 30, 2026 and 2025, respectively. The Company generated revenue of approximately $0.4 million and approximately $0.1 million for the six months ended June 30, 2026 and 2025, respectively. Revenue has been principally earned from paid pilots for our VeeaHub® devices.
Our focus over the past several years has been on field testing and refining our product to meet customer needs as well as market developments. As a result of these efforts, we expect revenue to grow over the next several quarters through the sales of our hardware, licenses and subscriptions. We are especially focused in four principal market opportunities: 1) Digital Equity and Inclusion, 2) Energy and Sustainability solutions for Smart Buildings and Climate Smart Agriculture, 3) Convergence of Fixed, Wireless, and 5G Networks, and 4) Smart Retail and Smart Warehouses.
Cost of Goods Sold
Cost of goods sold remained materially consistent for the three and six months ended June 30, 2026 as compared to the three and six months ended June 30, 2025. Given the lack of material revenues, management would not expect a significant fluctuation in cost of goods sold.
Product Development Expense
Product development expense increased approximately $41,000 for the three months ended June 30, 2026 compared to the three months ended June 30, 2025 and increased approximately $72,000 for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 The increase in product development expenses was due to increased internal development costs during the period.
Sales and Marketing Expense
Sales and marketing expense increased approximately $0.1 million from approximately $41,000 for the three months ended June 30, 2025 to approximately $0.1 million for the three months ended June 30, 2026. Sales and marketing expense decreased approximately $0.2 million from approximately $0.4 million for the six months ended June 30, 2025 to approximately $0.2 million for the six months ended June 30, 2026. The changes are primarily due to the timing of customer pilots.
General and Administrative Expense
General and administrative expense increased approximately $2.0 million from approximately $4.8 million for the three months ended June 30, 2025 to approximately $6.8 million for the three months ended June 30, 2026. General and administrative expense increased approximately $1.6 million from approximately $10.0 million for the six months ended June 30, 2025 to approximately $11.6 million for the six months ended June 30, 2026. The increases are primarily related to the Company’s increased accounting and legal expenses related to meeting the Nasdaq listing requirements and the cost of executing the measures to cure such deficiencies.
34
Transaction costs
Transaction costs were immaterial for both the three and six months ended June 30, 2026 and 2025.
Depreciation and Amortization
Depreciation and amortization increased approximately $0.1 million from $0.1 million for the three months ended June 30, 2025 to approximately $0.2 million for the three months ended June 30, 2026. This increase is due to additional amortization for the technology assets acquired from Crowdkeep, Inc. in May 2025, as well as additional acquisitions of patents during the reporting periods thereafter.
Other income, net
Other income, net increased approximately $0.5 million for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025 and $0.8 million for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025. This increase is primarily due to the settlement of a vendor payable, resulting in a gain on the extinguishment of the liability.
Change in fair value of derivative liabilities
Change in fair value of derivative liabilities is comprised of the fair value adjustments to the convertible note option liability, SPAC Private Placement Warrants, the Earn-Out Share Liability, and the 2025 Investors Warrants at balance sheet date. The change in the fair value of conversion note option liability for the six months ended June 30, 2026, was determined using a Black-Scholes option pricing model, which yielded no change to the liability. The change in the fair value of the SPAC Private Placement Warrants and 2025 Investor Warrants was determined based on the trading value of the public warrants and the Black-Scholes option pricing model, respectively, which yielded a gain of approximately $1.9 million and a loss of $0.3 million for the three months ended June 30, 2026 and 2025, respectively. The change in the fair value of the SPAC Private Placement Warrants and 2025 Investor Warrants yielded a gain of $2.4 million and $0.1 million for the six months ended June 30, 2026 and 2025, respectively.
The gain (loss) on the change in the fair value of the Earn-Out Share Liability of approximately $1.3 million and ($1.7 million) for the three months ended June 30, 2026 and 2025, respectively, and $1.9 million and $8.8 million for the six months ended June 30, 2026 and 2025, respectively, was determined using a Monte Carlo simulation of 100,000 simulations. A significant driver of the changes in fair value was due to the decline in the Company’s stock price.
Other expense
Other expenses relate to immaterial non-operating expenses incurred during the period. These amounts were immaterial for the three and six months ended June 30, 2026 and 2025.
Interest expense
Interest expense increased approximately $0.2 million from approximately $0.4 million for the three months ended June 30, 2025 to approximately $0.6 million for the three months ended June 30, 2026. Interest expense increased insignificantly from approximately $1.4 million for the six months ended June 30, 2025 to approximately $1.4 million for the six months ended June 30, 2026. The increase during the three and six months ended June 30, 2026 as compared to the three and six months ended June 30, 2025 is due to draws on the credit facility of Pasadena Private Lending Inc. during the six month period ended June 30, 2026.
Liquidity and Capital Resources
During the three and six months ended June 30, 2026 the Company incurred a net loss of approximately $4.0 million and $8.7 million, respectively, and had an accumulated deficit of $233.2 million as of June 30, 2026. Since its inception, it has incurred significant operating losses and negative cash flows. As of June, 2026, it had cash of approximately $1.9 million and outstanding debt of $14.5 million, of $1.0 million was outstanding under the Crowdkeep Convertible Notes (as defined below), $1.8 million was outstanding under a note payable with an inventory vendor, $10.6 million was outstanding under the PPL Loan (as defined below) (Note 6), and $1.2 million was outstanding under the White Lion Convertible Note (as defined below) (Note 6).
35
The Company plans to fund its operations and capital funding needs for the next 12 months with revenue generated from operations, including anticipated revenue generated under the Framework Agreement for the Licenses, Equipment and Services (the “Supply Agreement”) that the Company entered into with RadioMovil Dipsa, S.A. De C.V. (“Telcel”), a Mexican wireless telecommunications company owned by América Móvil, effective August 7, 2025, and using proceeds from its existing financing arrangements under the ELOC Purchase Agreement, its new secured term loan facility pursuant to a Loan Agreement that Private Veea entered into with Pasadena Private Lending, Inc. on February 17, 2026, and White Lion Note Purchase Agreement. Further, the Company could pursue other equity and debt financing from new or existing investors, including related parties, which may continue to include the Company’s CEO and his affiliates.
Our principal sources of liquidity are proceeds from the issuance of notes, convertible notes, related party notes, and the issuance of common stock. The primary use of capital continues to be to invest for the long-term growth of the business. We regularly evaluate our cash and capital structure, including the size, pace, and form of capital return to stockholders.
The following table presents cash flows for the six months ended June 30, 2026 and 2025, respectively:
| Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Cash provided by (used in): | ||||||||
| Operating activities | $ | (11,122,601 | ) | $ | (7,065,145 | ) | ||
| Investing activities | (366,020 | ) | (159,543 | ) | ||||
| Financing activities | 13,297,672 | 5,762,777 | ||||||
| Effect of exchange rate changes on cash and cash equivalents | (945 | ) | 14,286 | |||||
| Net increase (decrease) in cash and cash equivalents | $ | 1,808,106 | $ | (1,447,625 | ) | |||
Non-GAAP Financial Measures
To supplement our consolidated financial statements, which are prepared and presented in accordance with GAAP, we use Adjusted EBITDA, as described below, to understand and evaluate our core operating performance. These non-GAAP financial measures, which may differ from similarly titled measures used by other companies, is presented to enhance investors’ overall understanding of our financial performance and should not be considered a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.
Adjusted EBITDA
The primary financial measure we use is Adjusted EBITDA. EBITDA is defined as net (loss) income, before interest, taxes, depreciation, and amortization. We define Adjusted EBITDA as net (loss) income excluding income tax provision, interest expense, net of interest income from related party loans, depreciation and amortization, stock-based compensation expense and non-core expenses/losses (gains), including transaction-related costs, litigation-related costs, management fees, change in fair value of warrant liability, change in fair value of Earn-out Share Liability and other expense, which includes asset impairments. Our management uses this measure internally to evaluate the performance of our business and this measure is one of the primary metrics by which our internal budgets are based. We exclude the above items as some are non-cash in nature, and others are non-recurring that they may not be representative of normal operating results. This non-GAAP financial measure adjusts for the impact of items that we do not consider indicative of the operational performance of our business. While we believe that this non-GAAP financial measure is useful in evaluating our business, this information should be considered as supplemental in nature and is not meant as a substitute for the related financial information prepared and presented in accordance with GAAP.
36
The following table provides a reconciliation of net loss to adjusted EBITDA to net loss for the periods presented:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| ADJUSTED EBITDA | ||||||||||||||||
| Net loss | $ | (4,025,910 | ) | $ | (7,410,858 | ) | $ | (8,698,956 | ) | $ | (3,111,806 | ) | ||||
| Adjustments: | ||||||||||||||||
| Interest expense | 610,324 | 433,098 | 1,421,000 | 1,379,581 | ||||||||||||
| Depreciation and amortization | 207,823 | 144,607 | 412,815 | 204,663 | ||||||||||||
| EBITDA | (3,207,763 | ) | (6,833,153 | ) | (6,865,141 | ) | (1,527,562 | ) | ||||||||
| Other income, net | (537,445 | ) | (461 | ) | (777,790 | ) | (1,233 | ) | ||||||||
| Other expense | 75,117 | 12,635 | 165,294 | 27,196 | ||||||||||||
| Change in fair value of convertible note option liability | - | (730 | ) | - | (59,730 | ) | ||||||||||
| Change in fair value of warrant liability | (1,925,145 | ) | 315,373 | (2,384,248 | ) | (105,124 | ) | |||||||||
| Change in fair value of Earn-out share liability | (1,341,800 | ) | 1,730,000 | (1,900,400 | ) | (8,800,000 | ) | |||||||||
| Transaction costs | 73,024 | - | 73,024 | - | ||||||||||||
| Stock-based compensation | 772,898 | 389,913 | 1,067,833 | 439,913 | ||||||||||||
| ADJUSTED EBITDA | $ | (6,091,115 | ) | $ | (4,386,423 | ) | $ | (10,621,429 | ) | $ | (10,026,540 | ) | ||||
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Not Applicable. As a smaller reporting company, we are not required to provide the information required by this Item.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation and supervision of our Chief Executive Officer and our Chief Financial Officer, have evaluated our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of the end of the period covered by this Quarterly Report. Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that, as of the end of the period covered by this Quarterly Report, our disclosure controls and procedures were effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Acting Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during our fiscal quarter ended June 30, 2026, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
37
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, we may become involved in actions, claims, suits and other legal proceedings arising in the ordinary course of our business. We are not currently a party to any actions, claims, suits or other legal proceedings, the outcome of which, if determined adversely to us, would individually or in the aggregate have a material adverse effect on our business, financial condition and results of operations.
Item 1A. Risk Factors
We are a smaller reporting company and accordingly we are not required to provide information required by this Item. Risk factors that may affect our business and financial results are discussed within Item 1A “Risk Factors” of our annual report on the 2025 10-K. There have been no material changes to the disclosures relating to this item from those set forth in our 2025 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
(c) Insider Trading Arrangements
Trading Plans
38
Item 6. Exhibits
| Exhibit No. | Description | |
| 31.1* | Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 31.2* | Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 32.1** | Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 32.2** | Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 101.INS* | Inline XBRL Instance Document. | |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
| * | Filed herewith. |
| ** | Furnished, not filed |
39
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
VEEA INC.
| By: | /s/ Allen Salmasi | |
| Allen Salmasi | ||
| Chief Executive Officer and Chairman | ||
| (Principal Executive Officer) | ||
| Date: August 11, 2026 | ||
| By: | /s/ Greg Deisher | |
| Greg D. Deisher | ||
| Chief Financial Officer | ||
| (Principal Financial Officer and | ||
| Principal Accounting Officer) | ||
| Date: August 11, 2026 | ||
40
Exhibit 31.1
CERTIFICATION OF THE
PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO
RULE 13a-14(a) AND RULE 15d-14(a)
UNDER THE
SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Allen Salmasi, Chief Executive Officer of Veea Inc., certify that:
| 1. | I have reviewed the Quarterly Report on Form 10-Q of Veea Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and audit committee of the registrant’s board of directors (or persons performing equivalent function): |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: August 11, 2026 | /s/ Allen Salmasi |
| Allen Salmasi | |
|
Chief Executive Officer (Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION OF THE
PRINCIPAL FINANCIAL OFFICER
PURSUANT TO
RULE 13a-14(a) AND RULE 15d-14(a)
UNDER THE
SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Greg Deisher, Acting Chief Financial Officer of Veea Inc. certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of Veea Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: August 11, 2026 | /s/ Greg Deisher |
| Greg Deisher | |
| Acting Chief Financial Officer | |
| (Principal Financial Officer and Principal Accounting Officer) |
Exhibit 32.1
CERTIFICATION OF THE
PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Veea Inc. (the “Company”) on Form 10-Q for the three months ended June 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Allen Salmasi, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company as of and for the period covered by the report. |
| Date: August 11, 2026 | /s/ Allen Salmasi |
| Allen Salmasi | |
| Chief Executive Officer | |
| (Principal Executive Officer) |
Exhibit 32.2
CERTIFICATION OF THE
PRINCIPAL FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Veea Inc. (the “Company”) on Form 10-Q for the three months ended June 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Greg Deisher, Acting Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| 2. | To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company as of and for the period covered by the Report. |
| Date: August 11, 2026 | /s/ Greg Deisher |
| Greg Deisher | |
| Acting Chief Financial Officer | |
| (Principal Financial Officer and Principal Accounting Officer) |