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Item 1. Business

2025-04-15 compared with 2024-03-01 · 707 added, 1043 removed, 0 unchanged (100% of the section changed)

Acquisition Corp.

I (the “Company” or “Plum”) is a blank check company, incorporated as a Cayman Islands exempted

company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business

combination with one or more businesses, which we refer to throughout this Report as our initial business combination.

Burns, Kanishka Roy and Mike Dinsdale established Plum with the mission of creating a platform, built by operators for operators, to

enable great private companies to become outstanding public companies and listed stocks.

We believe there is an opportunity to create

replicable infrastructure to launch multiple SPACs, featuring different members of our large extended team over time.

We seek to establish

ourselves as the first-stop SPAC platform for high-quality companies in the US and Europe that can benefit from our large 48-person extended

team, our decades of operational experience leading technology companies, our direct access to Fortune-500 company partnerships,

help with internationalization, and our proprietary Accelerating Through the Bell operational playbook that helps companies

list and grow in the public markets.

Our platform is also aligned with the incentives and outcome of investors as we are funding all

our risk capital internally as a sign of confidence and commitment to a successful outcome.

have founded, led, advised, and invested in companies that have invented entire sectors, scaled to become market leaders, and delivered

exceptional returns for investors.

Through these experiences, we have developed a deep respect for leaders of rapidly scaling technology

As a result, we are motivated by a passion for working to maximize the value of their exemplary private companies as they

transition to the public markets.

believe the broad and diversified experience of our founders equips us to add significant value to our partner company.

is no longer part of the management team, Mr.

Roy is a technology and finance veteran with over 20 years of experience as a technology

investment banker, public company executive, and growth investor.

At Morgan Stanley, Mr.

Roy was the Global Head of Tech M&A

Origination, helping to initiate and execute industry defining mergers.

Most recently, Mr.

Roy was Global CFO at SmartNews, a high-growth

multibillion dollar private AI company with over 20 million monthly active users.

Dinsdale has defined the “modern

unicorn” CFO for over 20 years, with strategic expertise in building high growth international companies in Consumer and B2B SaaS.

Most recently, Mr.

Dinsdale was the CFO for Gusto, a leader in SMB payroll and human resources software.

Prior to that, Mr.

was CFO of two generational, market-leading software companies in DoorDash and DocuSign.

believe that the combined experience of our team and our differentiated long-term strategy positions us as an optimal partner for companies

seeking to access the public markets.

Plum is focused on investments that relate directly to the experience of its team.

We seek to partner

with a scaled, high-quality company that leverages platform models in the enterprise software, SMB software and infrastructure, or disruptive

marketplace models in verticals where we have extensive expertise, such as business automation, health and wellbeing, fintech and insuretech.

will seek to identify businesses with distinct Machine Learning and AI-driven advantages to create new markets and disrupt

existing ones to drive outsized market share and investor returns.

We intend to focus on investment opportunities with sustainable and

predictable top-line growth, recurring revenue dynamics, network effects or aggregator dynamics, compelling unit economics, and brand.

We expect to align investors with a visionary management team to support long-term value creation.

Business Combination (the “Business Combination”)

previously reported, on November 27, 2023, Plum Acquisition Corp.

I, a Cayman Islands exempted company limited by shares (“Plum”),

Plum SPAC Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Plum (“Merger Sub”), and Veea Inc., a Delaware

corporation (“Veea”), entered into a Business Combination Agreement (the “Business Combination Agreement”).

in 2014, Veea offers edge-to-cloud computing with its VeeaHub smart computing hub products that can replace or complement Wi-Fi Access

Points (APs), IoT gateways, routers, basic firewalls, network attached storage, and other types of hubs and appliances at user premises.

to its terms and conditions, the Business Combination Agreement provides that (a) on the day of the closing of the transactions contemplated

by the Business Combination (the “Closing”), Plum will change its jurisdiction of incorporation by transferring by way of

continuation from a Cayman Islands exempted company limited by shares and domesticating as a corporation incorporated under the laws

of the State of Delaware (the “Domestication”), and (b) following the Domestication, Merger Sub will merge with and

into Veea, with Veea surviving the merger as a wholly owned subsidiary of Plum (the “Merger”).

Business Combination Agreement contains customary representations and warranties of the parties thereto with respect to, among other

corporate organization;

authorization to enter into the Business Combination Agreement;

capitalization;

financial statements;

undisclosed liabilities;

compliance with laws;

material contracts;

company benefit plans;

labor matters;

intellectual property, data privacy and security;

environmental matters;

absence of changes;

with affiliates;

consents and requisite governmental approvals;

and related party transactions.

accordance with the terms and subject to the conditions of the Business Combination Agreement, at the effective time of the Merger, each

outstanding share of Veea’s common stock (the “Veea Common Stock”) and each outstanding share of Veea’s Series

A preferred stock and Series A-1 preferred stock (the “Veea Preferred Stock”) on an as-converted to Veea Common Stock basis,

but excluding Dissenting Shares, New Financing Securities (each as defined in the Business Combination Agreement) and treasury shares

(such outstanding Veea Common Stock and Veea Preferred Stock, the “Existing Veea Shares”), will be cancelled and extinguished

and converted into the right to receive the number of shares of Plum’s common stock, par value $0.0001 per share (the “New

Plum Common Shares”), determined in accordance with the Business Combination Agreement based on a pre-money equity value of Veea

of $180,000,000, including Veea’s in-the-money, vested convertible securities on a net exercise basis, and a price of $10.00 per

New Plum Common Share.

Business Combination Agreement also provides holders of Existing Veea Shares with a contingent right to receive up to 4.5 million additional

New Plum Common Shares (the “Earnout Shares”), subject to the following contingencies:

of the Earnout Shares if, at any time during the ten years following the Closing (the “Earnout

Period”), the VWAP of the New Plum Common Shares is greater than or equal to $12.50

per share for any twenty trading days within any thirty trading day period;

of the Earnout Shares if, at any time during the Earnout Period, the VWAP of the New Plum

Common Shares is greater than or equal to $15.00 per share for any twenty trading days within

any thirty trading day period.

Extraordinary

General Meeting

October 23, 2023, Plum held an Extraordinary General Meeting of its Shareholders to amend Plum’s amended and restated memorandum

and articles of association (the “Articles”) (i) to extend the date (the “Termination Date”) by which Plum has

to consummate a business combination (the “Articles Extension”) to December 18, 2023 (the “Articles Extension Date”)

and (ii) to allow Plum, without another shareholder vote, to elect to extend the Termination Date to consummate a business combination

on a monthly basis for up to six times by an additional one month each time after December 18, 2023 (or such shorter period as necessary

to comply with applicable listing requirements), by resolution of the Company’s board of directors, if requested by the Sponsor,

and upon five days advance notice prior to the applicable termination date, until June 18, 2024, or a total of up to nine months after

September 18, 2023, unless the closing of a business combination shall have occurred prior thereto (the “Extension Amendment Proposal.”)

will seek to acquire an asset with the most promising potential for returns and enhance those returns with concerted support from our

team of Diversity, Equity, and Inclusion (“DEI”) experts.

We believe there is a powerful, positive correlation between DEI

efforts and value creation.

For example, a 2018 report by McKinsey examined trends in the impact of diversity on financial performance

and found that “[t]he statistically significant correlation between a more diverse leadership team and financial outperformance…continues

to hold true… The penalty for bottom-quartile for diversity persists… Not only were [these companies] not leading, they

were lagging.” As such, we are committed to leveraging our team and networks to help our future partner company hire diverse candidates

for their management team and board and to help further develop an inclusive and equitable workplace.

also are undertaking a “2 and 20 pledge.” Our Sponsor intends to donate interests in our Sponsor equivalent to an aggregate

of 105,000 founder shares to DEI related causes following the consummation of our initial business combination.

We also commit to filling

at least 20% of our board seats with candidates who bring gender, racial and/or ethnic diversity.

We currently exceed this threshold

with 60% diverse board members.

We believe that our DEI strategy, along with our 2 and 20 pledge, will be highly appealing to market-leading

companies across all sectors that prioritize attracting and retaining the best talent and standing out for thought leadership in the

of Plum’s risk capital comes from its management team and board.

This backing is intended to express the confidence of the team

and align our interests with those of our investors.

We also believe it will align us with the investors and management team of our eventual

partner company.

Beyond meaningful capital commitments from each member of our team, we believe that our incentive structure drives both

alignment and productivity from our board, are eligible for a performance bonus of interests in our Sponsor that are equivalent to an

aggregate of up to 500,000 founder shares for their contributions toward the success of Plum.

Furthermore, we intend to align ourselves

with our eventual partner company through lock-up or other provisions that incentivize long-term value creation and signal

our commitment to delivering attractive returns to all stakeholders.

We believe such flexibility on lock-up to be an important

key to attracting high-quality growth companies.

Management Team and Our Sponsor

● Served as Global Head of Tech

M&A Origination at Morgan Stanley

● Global CFO of private AI unicorn SmartNews

● Software Investment Banker at Oppenheimer & Co.

Mike Dinsdale

● Served as CFO of Gusto, DoorDash

● Venture Partner at Akkadian Ventures

● Defined the “modern unicorn” CFO for over 20 years

management team consists of Kanishka Roy and Mike Dinsdale.

We are supported by our 3-person Board of Directors.

Roy is our President, Co-Chief Executive Officer and a director.

Roy is a technology and finance

veteran, with over 20 years of experience as a technology investment banker, public company executive, and growth investor.

2014 to 2019, Mr.

Roy helped leading Software and Internet companies with mergers and acquisitions (M&A) and capital markets

transactions.

Roy also served as the Global Head of Tech M&A Origination for Morgan Stanley, where he was responsible for

initiating large, industry-transforming mergers, helping clients take a long-term view of the competitive landscape and implementing

winning M&A playbooks to maximize shareholder value.

Over his career, Mr.

Roy has participated in over $100 billion of

M&A transactions.

Most recently, from 2019 to 2020, he was Global CFO at SmartNews, a multi-billion-dollar private AI company

with over 20 million monthly average users, and led the strategic finance and growth of a rapidly growing company across multiple

Roy started his career as a software engineer at two software startups, both of which were acquired by larger public

companies, and also worked in executive strategy roles at IBM.

Roy is also President, Chief Executive Officer, Secretary, Treasurer,

and board member of Plum Acquisition Corp III.

Roy holds an undergraduate degree in Electrical & Computer Engineering

and an MBA from the Tuck School of Business at Dartmouth.

Dinsdale is our Co-Chief Executive Officer, Chief Financial Officer and a director.

has embodied the “modern unicorn” CFO for over 20 years, with strategic expertise in building high-growth international

companies that consistently exceed growth targets.

Dinsdale has successfully secured over $1 billion in financing and been

part of great teams generating more than $100 billion in value.

Most recently, Mr.

Dinsdale was the CFO for Gusto from 2017

to 2020 and prior to that was CFO at two generational, market leading software companies:

DoorDash, from 2016 to 2017, and DocuSign,

where he also served as Chief Growth Officer, from 2010 to 2016.

In addition to his role at Plum, Mr.

Dinsdale serves as a Venture

Partner at Akkadian Ventures, a late-stage venture fund, and as a board member for private software companies.

Dinsdale also

serves as a board member of Plum Acquisition Corp III.

Dinsdale earned a BS in engineering from the University of Western Ontario

and an MBA from McMaster University.

Dinsdale holds the CFA designation and competed with the Canadian National Sailing Team

in the 1996 Olympic trials.

He also serves on the Board of Directors for WildAid.

Independent Directors

● Served as President &

CFO of SoftBank Group International

● Founded and served as Board

Director for Looker Data Sciences

● Served as President and Chief Executive Officer of Intelliden

● Board Director of Nextiva and Matillion Limited, and Plum Acquisition Corp.

as SVP, Chief Accounting Officer at Docusign, Inc.

Director at LiveRamp

independent directors all have significant skin in the game, sponsoring approximately 25% of the at-risk capital, and are further

incentivized to generate exceptional returns through a performance bonus of interests in our Sponsor that are equivalent to an aggregate

of up to 500,000 founder shares.

Our 5-person Board of Directors includes both members of the management team.

Sama is a director.

Sama is currently a Senior Advisor to Warburg Pincus LLC, joining in 2020.

He was formerly President &

CFO of SoftBank Group International (“SBGI”) and Chief Strategy Officer for SoftBank Group (“SBG”), from 2014

to April 2019.

While at SoftBank, Mr.

Sama led the $59 billion merger of Sprint and T-Mobile, the $34 billion acquisition of ARM Holdings

Plc, the $10 billion disposition of SoftBank’s stake in Alibaba Group Holding, the $8.6 billion sale of Supercell Oy to Tencent

Holdings, and the restructuring of SoftBank’s holding in Yahoo Japan.

Sama was also responsible for multiple growth capital

investments across technology verticals, including ride sharing, fintech, and communications.

Sama represented SoftBank as a Board

member at Arm Holdings, Fortress Investment Group, SoFi, Brightstar Corp, Softbank Energy, SoftBank Group Capital, and Airtel Africa.

Sama was also a Senior Managing Director at Morgan Stanley, where he led the firm’s communications practice in Europe and TMT

practice in the Asia-Pacific region.

Sama co-founded Baer Capital Partners, an alternative asset management firm focused on India

with over $300 million in assets, in partnership with the Baer family and Dubai Holdings.

He continues to be a Director of Baer Capital.

He is a member of the CNBC Global CFO Council, and a former Chairman of the London Chapter of the Young President’s Organization

Black is a director.

Black founded Surfspray Capital, LLC in 2017 through which he has advised over

a dozen companies including Looker Data Sciences where he served on the Board and was Chair of the Audit Committee (acquired by Google

Bill.com Holdings (2019 IPO), HashiCorp (2021 IPO), and private software companies including Intercom, Komodo Health, Mattermost,

Netlify, Nozomi Networks, and others.

He brings more than 35 years of experience as an executive leading public and private software

enterprises, including IPO experience as CFO at Zendesk (2014 IPO) and Openwave Systems (1999 IPO).

In between those companies, Mr.

was President and CEO of Intelliden (acquired by IBM in 2010).

Black currently sits on the boards of Nextiva’s, Matillion and

Plum Acquisition Corp.

III, a special purpose acquisition company traded on Nasdaq.

He holds a Bachelors of Commerce and a Graduate Diploma

in Public Accountancy degrees from McGill University in Montreal, Canada, and serves on McGill’s Board of Advisors for the Western

United States, co-chairing its Bursary Subcommittee.

Black is now retired from active membership in the Institute

of Chartered Accountants of Ontario (Canada) and Society of Certified Public Accountants (California), in which professional organizations

he was a licensed member for over two decades.

Chow is a director.

Chow served as SVP, Strategic Execution & Operations at DocuSign, Inc., providing

of a leading e-signature product, from April 2021 through February 2022 and as Chief Accounting Officer from November 2013

through March 2021.

Prior to joining DocuSign, Ms.

Chow served for five years as the VP, Worldwide Controller for Electronic

Arts Inc., a leading publisher of video games.

Prior to that, she held VP and Corporate Controller positions at Restoration Hardware,

a home furnishings retailer, and Thermage, Inc., a medical device manufacturer.

Previously, she held leadership positions at Fair, Isaac &

Company, Inc., Calypte Biomedical Corporation and Nextel Communications.

Chow started her career at Arthur Andersen & Co.,

a public accounting partnership, where she served various clients in the audit and financial services consulting practices.

currently sits on the board of LiveRamp, a data collaboration platform.

Chow holds a bachelor of science degree in accounting from

Lehigh University where she sits on the Dean’s Advisory Council.

She is a certified public accountant (inactive) in the State of

Business Strategy

number of high-quality private technology companies is increasing overall, as is the number of those who are choosing to stay private

Many of these companies avoid IPOs due to the inherent uncertainty around valuation at IPO, as well as the perception that many

IPOs are mispriced, especially for the high growth technology companies we will target.

In addition, the time-consuming IPO process represents

a meaningful distraction from management’s core operational responsibilities.

Direct listings to date have been executed only by

well-known companies, and there is limited opportunity to raise primary capital in tandem.

This means that direct listings are not a

viable option for the vast majority of technology companies.

And most other SPACs in the market today are transactional in nature, without

a long-term platform, or the infrastructure and team to help companies after the public listing.

status quo poses serious problems for quality high-growth companies that would attract significant investor interest if there were a

more optimized path to public markets with a trusted and experienced partner to guide them.

We believe that Plum fills this role.

are a purpose-built platform to help companies list publicly and build the capacity and infrastructure needed to continue scaling in

the public markets.

of the individuals on the Plum team understands, through hard-earned experience, the importance of helping companies accelerate their

vision and build massive scale without sacrificing the culture that made them successful in the first place.

From our own experience,

we believe both our operational approach and our company-centric worldview will be advantageous in helping us to attract a very strong

eventual partner company.

have developed a clear value-add playbook for public company growth and have staffed ourselves appropriately to execute on

a variety of formalized initiatives in service of our eventual partner company.

Most of our team of operators have chosen to work with

Plum over other SPACs, and to invest in our risk capital, because we offer them the chance to leverage their skills and expertise for

the benefit of our eventual partner company.

We have formalized this value-add process through our playbook, Accelerating

Through the Bell .

This playbook consists of plays from tested, successful operators to help our partner company de-risk its

listing and enhance its growth post-listing.

believe our approach stands in stark contrast to many SPACs that rely on the stature, experience, and network of a few individuals.

is our view that these SPACs lack sufficient depth of team members and skillsets to have a credible claim to helping companies de-risk their

listing and maintain, or even accelerate, their growth after listing.

believe that the value of our operator driven approach to success is highly differentiated by virtue of the size, playbook, financial

alignment, credibility in DEI, and the diverse skillsets and backgrounds of our team.

We further believe that our model is one that will

be very positively received by high-performing companies for many reasons:

and Aligned Incentives for Investors:

We are funding all of our risk capital internally.

We believe this indicates a high level of confidence and commitment on the part of our team.

This investment also creates alignment between our team, IPO investors, and future PIPE investors

because we are all focused on maximizing the long-term value of our business combination.

Focus on Long-Term Value Creation

for the Partner Company:

Self-funding the entirety of our risk capital also closely aligns us with our eventual partner company’s

Our willingness to tie our promote lock-up to company stock-price performance should also be attractive to companies.

plan to carefully curate our IPO and PIPE investors, focusing on long-term investors with a track record of supporting high-quality

growth companies.

In addition, we believe that our performance bonus of interests in our Sponsor that are equivalent to an aggregate

of up to 500,000 founder shares provides meaningful motivation to our Board of Directors to help us deliver the best possible returns

to our shareholders.

● Decentralized

and Proprietary Deal Sourcing:

Each member of our 48-person extended team has been selected

for their personal networks and access to Tech companies and boards in the U.S.

The breadth and connectivity of this extended team, combined with our incentive structure,

increases our ability to source proprietary opportunities without relying on bankers for

deal flow, and reduces the likelihood that we will have to participate in competitive bid

processes or “SPAC-offs”.

● Incremental

Value through DEI Focus and Execution:

Core to our thesis is evidence that there is tremendous

value to be unlocked when both management teams and investors prioritize DEI.

upon a diverse, world-class team for public board construction and to assist our future partner

company on its own DEI journey, along with specific DEI strategies and initiatives that have

worked at world-class companies such as Intel and Google.

● Proprietary

Accelerating Through the Bell Operational Playbook:

We believe our public growth playbook,

with a focus on short-term tactical plays, medium-term growth plays, and longer-term culture-defining

plays, will provide our eventual partner company with a strong competitive edge and make

our SPAC an attractive partner.

Each play is owned by a highly regarded executive with a

proven track record of success in that specific area.

For example, one of the individuals

running our public investor relations strategy was instrumental in executing the Shopify

and Zendesk IPOs, among others;

the individual in charge of go-to-market acceleration play

served as the sales leader during Tableau’s ramp from $800 million in revenue;

one of the individuals in charge of the international growth play led his company’s

entry into more than 18 countries.

Acquisition Criteria

do not think that there is a one-size fits-all list of criteria that we can use to evaluate companies.

However, wise and

flexible employment of our investment principles is the north star of our investment decision process:

Addressable Market:

We will seek to invest in companies that offer room for compelling, long-term

growth in their key markets.

Large addressable markets have been a hallmark of our previous

successful investments.

We believe green field or rapidly growing markets often create the

largest absolute returns.

● Experienced

and Visionary Management Team:

Seasoned and visionary management teams are necessary for

success in our model.

We intend to acquire a company with forward-thinking leaders with a

demonstrated history of success, and whose interests and vision are aligned with those of

our team and shareholders.

While many things must fall in place for an investment to succeed, we believe that

growth is the primary driver of returns.

We believe that revenue growth, not cost cutting,

leverage, or other strategies, is the most important driver of long-term value.

Business Model:

We believe business models that enable reinvestment win in the long-haul.

As such, the most investable companies must show, through compelling unit economics and business

model, both the ability to deliver impressive cash flows and productively reinvest over the

● Competitive

Real, sustainable accumulating advantages enable companies to compound value.

businesses with strong structural advantages, including various forms of network effects,

aggregator dynamics, and brand.

Market Opportunity:

We seek to invest in businesses with recurring or re-occurring business

models that provide good revenue visibility and ample data, allowing us to clearly understand

growth drivers.

We intend to invest in those businesses where future revenue cannot be confounded

by significant market, technology, or regulatory risks.

Conflicts of Interest

evaluating a prospective target business, we expect to conduct a thorough due diligence review which will encompass, among other things,

meetings with incumbent management and key employees, document reviews and inspection of facilities, as well as a review of financial,

operational, legal and other information which will be made available to us.

We will also utilize our management team’s operational

and capital planning experience.

are not prohibited from pursuing an initial business combination with a company that is affiliated with our Sponsor, officers, or directors.

In the event we seek to complete our initial business combination with a company that is affiliated with our Sponsor or any of our Sponsor,

officers, or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm

or another independent entity that commonly renders valuation opinions that such initial business combination is fair to our company

from a financial point of view.

We are not required to obtain such an opinion in any other context.

of our management team or board of directors may directly or indirectly own our founder shares, ordinary shares and/or private placement

warrants following the initial public offering, and, accordingly, may have a conflict of interest in determining whether a particular

target business is an appropriate business with which to effectuate our initial business combination.

Further, each of our officers and

directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation

of any such officers and directors were to be included by a target business as a condition to any agreement with respect to our initial

business combination.

of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations

to another entity pursuant to which such officer or director is or will be required to present a business combination opportunity to

Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for

an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual

obligations to present such business combination opportunity to such other entity, subject to their fiduciary duties under Cayman Islands

addition, our Sponsor and our officers, and directors may Sponsor or form other special purpose acquisition companies similar to ours

or may pursue other business or investment ventures during the period in which we are seeking an initial business combination.

companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination.

we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination.

Business Combination

long as our securities are then listed on Nasdaq, our initial business combination must occur with one or more target businesses that

together have an aggregate fair market value of at least 80% of the net assets held in the trust account (excluding the deferred underwriting

commissions and taxes payable on the interest earned on the trust account) at the time of signing a definitive agreement in connection

with our initial business combination.

If our board of directors is not able to independently determine the fair market value of the

target business or businesses, we will obtain an opinion from an independent investment banking firm or an independent valuation or appraisal

firm with respect to the satisfaction of such criteria.

While we consider it unlikely that our board will not be able to make an independent

determination of the fair market value of a target business or businesses, it may be unable to do so if the board is less familiar or

experienced with the target company’s business, there is a significant amount of uncertainty as to the value of the company’s

assets or prospects, including if such company is at an early stage of development, operations or growth, or if the anticipated transaction

involves a complex financial analysis or other specialized skills and the board determines that outside expertise would be helpful or

necessary in conducting such analysis.

Since any opinion, if obtained, would merely state that the fair market value of the target business

meets the 80% of net assets threshold, unless such opinion includes material information regarding the valuation of a target business

or the consideration to be provided, it is not anticipated that copies of such opinion would be distributed to our shareholders.

if required under applicable law, any proxy statement that we deliver to shareholders and file with the SEC in connection with a proposed

transaction will include such opinion.

anticipate structuring our initial business combination so that the post-business combination company in which our public shareholders

own shares will own or acquire 100% of the equity interests or assets of the target business or businesses.

We may, however, structure

our initial business combination such that the post-business combination company owns or acquires less than 100% of such interests or

assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons,

but we will only complete such business combination if the post-business combination company owns or acquires 50% or more of the outstanding

voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register

as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act.

Even if the post-business

combination company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination

may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and

us in the business combination.

For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange

for all of the outstanding capital stock, shares or other equity interests of a target.

In this case, we would acquire a 100% controlling

interest in the target.

However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior

to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination.

If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-business combination

company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets

If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value

of all of the target businesses.

In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination

without the prior consent of our Sponsor.

If our securities are not then listed on Nasdaq for whatever reason, we would no longer be

required to meet the foregoing 80% of net asset test.

the extent we effect our initial business combination with a company or business that may be financially unstable or in its early stages

of development or growth, we may be affected by numerous risks inherent in such company or business.

Although our management will endeavor

to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant

risk factors.

time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs

associated with this process, are not currently ascertainable with any degree of certainty.

Any costs incurred with respect to the identification

and evaluation of a prospective target business with which our initial business combination is not ultimately completed will result in

our incurring losses and will reduce the funds we can use to complete another business combination.

as a Public Company

believe our structure will make us an attractive business combination partner to target businesses.

As an existing public company, we

offer a target business an alternative to the traditional initial public offering through a merger or other business combination with

In a business combination transaction with us, the owners of the target business may, for example, exchange their shares of stock

in the target business for our Class A ordinary shares (or shares of a new holding company) or for a combination of our Class A

ordinary shares and cash, allowing us to tailor the consideration to the specific needs of the sellers.

We believe target businesses

will find this method a more expeditious and cost-effective method to becoming a public company than the typical initial public offering.

The typical initial public offering process takes a significantly longer period of time than the typical business combination transaction

process, and there are significant expenses in the initial public offering process, including underwriting discounts and commissions,

which may not be present to the same extent in connection with a business combination with us.

once a proposed business combination is completed, the target business will have effectively become public, whereas an initial public

offering is always subject to the underwriter’s ability to complete the offering, as well as general market conditions, which could

delay or prevent the offering from occurring or have negative valuation consequences.

Once public, we believe the target business would

then have greater access to capital, an additional means of providing management incentives consistent with shareholders’ interests

and the ability to use its shares as currency for acquisitions.

Being a public company can offer further benefits by augmenting a company’s

profile among potential new customers and vendors and aid in attracting talented employees.

we believe that our structure and our management team’s backgrounds will make us an attractive business partner, some potential

target businesses may view our status as a blank check company, such as our lack of an operating history and our ability to seek shareholder

approval of any proposed initial business combination, negatively.

funds available for a business combination of approximately $35.6 million held in the Trust Account, we offer a target business a variety

of options such as creating a liquidity event for its owners, providing capital for the potential growth and expansion of its operations

or strengthening its balance sheet by reducing its debt ratio.

Because we are able to complete our initial business combination using

our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient combination

that will allow us to tailor the consideration to be paid to the target business to fit its needs and desires.

However, we have not taken

any steps to secure third-party financing and there can be no assurance it will be available to us.

Our Initial Business Combination

are not presently engaged in, and we will not engage in, any operations for an indefinite period of time following the initial public

We intend to effectuate our initial business combination using cash from the proceeds of the initial public offering and the

private placement of the private placement warrants, the proceeds of the sale of our shares in connection with our initial business combination

(pursuant to forward purchase agreements or backstop agreements we may enter into following the consummation of the initial public offering

or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination

of the foregoing or other sources.

We may seek to complete our initial business combination with a company or business that may be financially

unstable or in its early stages of development or growth, which would subject us to the numerous risks inherent in such companies and

our initial business combination is paid for using equity or debt, or not all of the funds released from the trust account are used for

payment of the consideration in connection with our initial business combination or used for redemptions of our Class A ordinary

shares, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance

or expansion of operations of the post-business combination company, the payment of principal or interest due on indebtedness incurred

in completing our initial business combination, to fund the purchase of other companies or for working capital.

Additionally,

we have not engaged or retained any agent or other representative to identify or locate any suitable acquisition candidate, to conduct

any research or take any measures, directly or indirectly, to locate or contact a target business, other than our officers and directors.

Accordingly, there is no current basis for investors to evaluate the possible merits or risks of the target business with which we may

ultimately complete our initial business combination.

Although our management will assess the risks inherent in a particular target business

with which we may combine, we cannot assure you that this assessment will result in our identifying all risks that a target business

may encounter.

some of those risks may be outside of our control, meaning that we can do nothing to control or reduce the chances that those risks will

adversely affect a target business.

may need to obtain additional financing to complete our initial business combination, either because the transaction requires more cash

than is available from the proceeds held in our trust account, or because we become obligated to redeem a significant number of our public

shares upon completion of the business combination, in which case we may issue additional securities or incur debt in connection with

such business combination.

There are no prohibitions on our ability to issue securities or incur debt in connection with our initial

business combination.

We are not currently a party to any arrangement or understanding with any third party with respect to raising any

additional funds through the sale of securities, the incurrence of debt or otherwise.

of Target Businesses

anticipate that target business candidates will be brought to our attention from various affiliated and unaffiliated sources, including,

investment market participants, private equity groups, investment banking firms, consultants, accounting firms and large business enterprises.

Target businesses may be brought to our attention by such unaffiliated sources as a result of being solicited by us through calls or

These sources may also introduce us to target businesses in which they think we may be interested on an unsolicited basis,

since some of these sources will have read this Report and know what types of businesses we are targeting.

Our officers and directors,

as well as their affiliates and other affiliated sources may also bring to our attention target business candidates that they become

aware of through their business contacts as a result of formal or informal inquiries or discussions they may have, as well as attending

trade shows or conventions.

In addition, we expect to receive a number of proprietary deal flow opportunities that would not otherwise

necessarily be available to us as a result of the business relationships of our officers and directors.

While we do not presently anticipate

engaging the services of professional firms or other individuals that specialize in business acquisitions on any formal basis, we may

engage these firms or other individuals in the future, in which event we may pay a finder’s fee, consulting fee or other compensation

to be determined in an arm’s length negotiation based on the terms of the transaction.

We will engage a finder only to the extent

our management determines that the use of a finder may bring opportunities to us that may not otherwise be available to us or if finders

approach us on an unsolicited basis with a potential transaction that our management determines is in our best interest to pursue.

of finder’s fees is customarily tied to completion of a transaction, in which case any such fee will be paid out of the funds held

in the trust account.

We have agreed to pay our Sponsor or an affiliate of our Sponsor a total of $10,000 per month for office space,

secretarial and administrative support and to reimburse our Sponsor for any out-of-pocket expenses related to identifying,

investigating and completing an initial business combination.

In addition, pursuant to our Administrative Services Agreement we may make

payments or reimbursements to our Sponsor or its affiliates, for the reasonable salaries and other services provided to us prior to or

in connection with our initial business combination by its employees, consultants and/or members, who may include our officers or directors,

and may also pay certain fees to our Sponsor or its respective affiliates.

Some of our officers and directors may enter into employment

or consulting agreements with the post-business combination company following our initial business combination.

The presence or absence

of any such fees or arrangements will not be used as a criterion in our selection process of an acquisition candidate.

are not prohibited from pursuing an initial business combination with a company that is affiliated with our Sponsor, officers, or directors.

In the event we seek to complete our initial business combination with a company that is affiliated with our Sponsor or any of our Sponsor,

officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm

or another independent entity that commonly renders valuation opinions that such initial business combination is fair to our company

from a financial point of view.

We are not required to obtain such an opinion in any other context.

of our officers and directors presently has, and any of them in the future may have, additional, fiduciary or contractual obligations

to other entities, including and other entities that are affiliates of our Sponsor, pursuant to which such officer or director is or

will be required to present a business combination opportunity to such entity.

if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or

she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present

such business combination opportunity to such entity, subject to their fiduciary duties under Cayman Islands law.

See “Management—Conflicts

of Interest.”

of a Target Business and Structuring of Our Initial Business Combination

evaluating a prospective target business, we expect to conduct an extensive due diligence review which may encompass, as applicable and

among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection

of facilities and a review of financial and other information about the target and its industry.

We will also utilize our management

team’s operational and capital planning experience.

If we determine to move forward with a particular target, we will proceed to

structure and negotiate the terms of the business combination transaction.

time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs

associated with this process, are not currently ascertainable with any degree of certainty.

Any costs incurred with respect to the identification

and evaluation of, and negotiation with, a prospective target business with which our initial business combination is not ultimately

completed will result in our incurring losses and will reduce the funds we can use to complete another business combination.

will not pay any consulting fees to members of our management team, or their respective affiliates, for services rendered to or in connection

with our initial business combination.

In addition, we have agreed not to enter into a definitive agreement regarding an initial business

combination without the prior consent of our Sponsor.

of Business Diversification

an indefinite period of time after the completion of our initial business combination, the prospects for our success may depend entirely

on the future performance of a single business.

Unlike other entities that have the resources to complete business combinations with

multiple entities in one or several industries, it is probable that we will not have the resources to diversify our operations and mitigate

the risks of being in a single line of business.

By completing our initial business combination with only a single entity, our lack of

diversification may:

us to negative economic, competitive and regulatory developments, any or all of which may

have a substantial adverse impact on the particular industry in which we operate after our

initial business combination;

us to depend on the marketing and sale of a single product or limited number of products

Ability to Evaluate the Target’s Management Team

we intend to closely scrutinize the management of a prospective target business when evaluating the desirability of effecting our initial

business combination with that business, our assessment of the target business’s management may not prove to be correct.

the future management may not have the necessary skills, qualifications or abilities to manage a public company.

the future role of members of our management team, if any, in the target business cannot presently be stated with any certainty.

determination as to whether any of the members of our management team will remain with the combined company will be made at the time

of our initial business combination.

While it is possible that one or more of our directors will remain associated in some capacity with

us following our initial business combination, it is unlikely that any of them will devote their full efforts to our affairs subsequent

to our initial business combination.

Moreover, we cannot assure you that members of our management team will have significant experience

or knowledge relating to the operations of the particular target business.

cannot assure you that any of our key personnel will remain in senior management or advisory positions with the combined company.

determination as to whether any of our key personnel will remain with the combined company will be made at the time of our initial business

a business combination, we may seek to recruit additional managers to supplement the incumbent management of the target business.

cannot assure you that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills,

knowledge or experience necessary to enhance the incumbent management.

May Not Have the Ability to Approve Our Initial Business Combination

may conduct redemptions without a shareholder vote pursuant to the tender offer rules of the SEC subject to the provisions of our amended

and restated memorandum and articles of association.

However, we will seek shareholder approval if it is required by applicable law or

stock exchange listing requirement, or we may decide to seek shareholder approval for business or other reasons.

Nasdaq’s listing rules, shareholder approval would typically be required for our initial business combination if, for example:

issue ordinary shares that will be equal to or in excess of 20% of the number of our ordinary

shares then-outstanding;

of our directors, officers or substantial shareholders (as defined by Nasdaq rules) has a

5% or greater interest (or such persons collectively have a 10% or greater interest), directly

or indirectly, in the target business or assets to be acquired or otherwise and the present

or potential issuance of common stock could result in an increase in outstanding common shares

or voting power of 5% or more;

issuance or potential issuance of ordinary shares will result in our undergoing a change

decision as to whether we will seek shareholder approval of a proposed business combination in those instances in which shareholder approval

is not required by law will be made by us, solely in our discretion, and will be based on business and reasons, which include a variety

of factors, including, but not limited to:

timing of the transaction, including in the event we determine shareholder approval would

require additional time and there is either not enough time to seek shareholder approval

or doing so would place the company at a disadvantage in the transaction or result in other

additional burdens on the company;

expected cost of holding a shareholder vote;

risk that the shareholders would fail to approve the proposed business combination;

time and budget constraints of the company;

legal complexities of a proposed business combination that would be time-consuming and burdensome

to present to shareholders.

Purchases and Other Transactions with Respect to Our Securities

we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business

combination pursuant to the tender offer rules, our Sponsor, directors, executive officers, or their affiliates may purchase public shares

or warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business

Additionally, at any time at or prior to our initial business combination, subject to applicable securities laws (including

with respect to material nonpublic information), our Sponsor, directors, executive officers, or their affiliates may enter into transactions

with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of our initial

business combination or not redeem their public shares.

However, they have no current commitments, plans or intentions to engage in such

transactions and have not formulated any terms or conditions for any such transactions.

None of the funds in the trust account will be

used to purchase public shares or warrants in such transactions.

If they engage in such transactions, they will be restricted from making

any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such

purchases are prohibited by Regulation M under the Exchange Act.

the event that our Sponsor, directors, officers, or their affiliates purchase shares in privately negotiated transactions from public

shareholders who have already elected to exercise their redemption rights or submitted a proxy to vote against our initial business combination,

such selling shareholders would be required to revoke their prior elections to redeem their shares and any proxy to vote against our

initial business combination.

We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to

the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act;

however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will

be required to comply with such rules.

purpose of any such transaction could be to (i) vote in favor of the business combination and thereby increase the likelihood of

obtaining shareholder approval of the business combination, (ii) reduce the number of public warrants outstanding or vote such warrants

on any matters submitted to the warrant holders for approval in connection with our initial business combination or (iii) satisfy

a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing

of our initial business combination, where it appears that such requirement would otherwise not be met.

Any such purchases of our securities

may result in the completion of our initial business combination that may not otherwise have been possible.

addition, if such purchases are made, the public “float” of our Class A ordinary shares or public warrants may be reduced

and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation,

listing or trading of our securities on a national securities exchange.

Sponsor, officers, directors, and/or their affiliates anticipate that they may identify the shareholders with whom our Sponsor, officers,

directors, or their affiliates may pursue privately negotiated transactions by either the shareholders contacting us directly or by our

receipt of redemption requests submitted by shareholders (in the case of Class A ordinary shares) following our mailing of tender

offer or proxy materials in connection with our initial business combination.

To the extent that our Sponsor, officers, directors, or

their affiliates enter into a private transaction, they would identify and contact only potential selling or redeeming shareholders who

have expressed their election to redeem their shares for a pro rata share of the trust account or vote against our initial business combination,

whether or not such shareholder has already submitted a proxy with respect to our initial business combination but only if such shares

have not already been voted at the shareholder meeting related to our initial business combination.

Our Sponsor, executive officers,

directors, or their affiliates will select which shareholders to purchase shares from based on the negotiated price and number of shares

and any other factors that they may deem relevant and will be restricted from purchasing shares if such purchases do not comply with

Regulation M under the Exchange Act and the other federal securities laws.

Sponsor, officers, directors, and/or their affiliates will be restricted from making purchases of shares if the purchases would violate

Section 9(a)(2) or Rule 10b-5 of the Exchange Act.

We expect any such purchases would be reported by such person pursuant

to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements.

Rights for Public Shareholders upon Completion of Our Initial Business Combination

will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion

of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in

the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest

earned on the funds held in the trust account and not previously released to us to pay our taxes, if any, divided by the number of then-outstanding

public shares, subject to the limitations described herein.

The amount in the trust account is initially anticipated to be $10.00 per

public share.

The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem

There will be no redemption rights upon the completion of our initial business combination with respect to our warrants.

Further, we will not proceed with redeeming our public shares, even if a public shareholder has properly elected to redeem its shares,

if a business combination does not close.

Our Sponsor and each member of our management team have entered into an agreement with us,

pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them

in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment

to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation

to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business

combination or to redeem 100% of our public shares if we do not complete our initial business combination within the combination period

or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares.

of Conducting Redemptions

will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion

of our initial business combination either (i) in connection with a shareholder meeting called to approve the business combination

or (ii) by means of a tender offer.

The decision as to whether we will seek shareholder approval of a proposed business combination

or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing

of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock

exchange listing requirement or whether we were deemed to be a foreign private issuer (which would require a tender offer rather than

seeking shareholder approval under SEC rules).

Asset acquisitions and share purchases would not typically require shareholder approval

while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our issued and outstanding

ordinary shares or seek to amend our amended and restated memorandum and articles of association would typically require shareholder

We currently intend to conduct redemptions in connection with a shareholder vote unless shareholder approval is not required

by applicable law or stock exchange listing requirement or we choose to conduct redemptions pursuant to the tender offer rules of the

SEC for business or other reasons.

So long as we obtain and maintain a listing for our securities on Nasdaq, we will be required to comply

with the Nasdaq rules.

we held a shareholder vote to approve our initial business combination, we will, pursuant to our amended and restated memorandum and

articles of association:

the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the

Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender

proxy materials with the SEC.

the event we seek shareholder approval of our initial business combination, we will distribute proxy materials and, in connection therewith,

provide our public shareholders with the redemption rights described above upon completion of the initial business combination.

we seek shareholder approval, we will complete our initial business combination only if a majority of the ordinary shares, represented

in person or by proxy and entitled to vote thereon, voted at a shareholder meeting are voted in favor of the business combination.

such case, our Sponsor and each member of our management team have agreed to vote their founder shares and public shares in favor of

our initial business combination.

Each public shareholder may elect to redeem their public shares irrespective of whether they vote for

or against the proposed transaction or vote at all.

In addition, our Sponsor and each member of our management team have entered into

an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public

shares held by them in connection with (i) the completion of a business combination and (ii) a shareholder vote to approve

an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of

our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our

initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within the

combination period or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares.

we conduct redemptions pursuant to the tender offer rules of the SEC, we will, pursuant to our amended and restated memorandum and articles

of association:

the redemptions pursuant to Rule13e-4 and Regulation 14E of the Exchange Act, which regulate

issuer tender offers;

tender offer documents with the SEC prior to completing our initial business combination

which contain substantially the same financial and other information about the initial business

combination and the redemption rights as is required under Regulation 14A of the Exchange

Act, which regulates the solicitation of proxies.

the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we

and our Sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase Class A ordinary shares

in the open market, in order to comply with Rule 14e-5 under the Exchange Act.

the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days,

in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination

until the expiration of the tender offer period.

In addition, the tender offer will be conditioned on public shareholders not tendering

more than the number of public shares we are permitted to redeem.

If public shareholders tender more shares than we have offered to purchase,

we will withdraw the tender offer and not complete such initial business combination.

on Redemption upon Completion of Our Initial Business Combination If We Seek Shareholder Approval

we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business

combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provide that a public

shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as

a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect

to more than an aggregate of 15% of the shares sold in the initial public offering, which we refer to as “Excess Shares,”

without our prior consent.

We believe this restriction will discourage shareholders from accumulating large blocks of shares, and subsequent

attempts by such holders to use their ability to exercise their redemption rights against a proposed business combination as a means

to force us or our management to purchase their shares at a significant premium to the then- current market price or on other undesirable

Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in the initial public offering

could threaten to exercise its redemption rights if such holder’s shares are not purchased by us, our Sponsor or our management

at a premium to the then-current market price or on other undesirable terms.

By limiting our shareholders’ ability to redeem no

more than 15% of the shares sold in the initial public offering without our prior consent, we believe we will limit the ability of a

small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in

connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain

amount of cash.

we would not be restricting our shareholders’ ability to vote all their shares (including Excess Shares) for or against our initial

business combination.

Share Certificates in Connection with a Tender Offer or Redemption Rights

shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,”

will be required to either tender their certificates (if any) to our transfer agent prior to the date set forth in the proxy solicitation

or tender offer materials, as applicable, mailed to such holders, or to deliver their shares to the transfer agent electronically using

The Depository Trust Company’s DWAC (Deposit/ Withdrawal At Custodian) System, at the holder’s option, in each case up to

two business days prior to the initially scheduled vote to approve the business combination.

The proxy solicitation or tender offer materials,

as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate

the applicable delivery requirements, which will include the requirement that a beneficial holder must identify itself to validly redeem

Accordingly, a public shareholder would have from the time we send out our tender offer materials until the close of the

tender offer period, or up to two business days prior to the initially scheduled vote on the proposal to approve the business combination

if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption rights.

relatively short period in which to exercise redemption rights, it is advisable for shareholders to use electronic delivery of their

public shares.

is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through

the DWAC System.

The transfer agent will typically charge the tendering broker a fee of approximately $80.00 and it would be up to the

broker whether or not to pass this cost on to the redeeming holder.

However, this fee would be incurred regardless of whether or not

we require holders seeking to exercise redemption rights to tender their shares.

The need to deliver shares is a requirement of exercising

redemption rights regardless of the timing of when such delivery must be effectuated.

foregoing is different from the procedures used by many blank check companies.

In order to perfect redemption rights in connection with

their business combinations, many blank check companies would distribute proxy materials for the shareholders’ vote on an initial

business combination, and a holder could simply vote against a proposed business combination and check a box on the proxy card indicating

such holder was seeking to exercise his or her redemption rights.

After the business combination was approved, the company would contact

such shareholder to arrange for him or her to deliver his or her certificate to verify ownership.

As a result, the shareholder then had

an “option window” after the completion of the business combination during which he or she could monitor the price of the

company’s shares in the market.

If the price rose above the redemption price, he or she could sell his or her shares in the open

market before actually delivering his or her shares to the company for cancellation.

As a result, the redemption rights, to which shareholders

were aware they needed to commit before the shareholder meeting, would become “option” rights surviving past the completion

of the business combination until the redeeming holder delivered its certificate.

The requirement for physical or electronic delivery

prior to the meeting ensures that a redeeming shareholder’s election to redeem is irrevocable once the business combination is

request to redeem such shares, once made, may be withdrawn at any time up to two business days prior to the initially scheduled vote

on the proposal to approve the business combination, unless otherwise agreed to by us.

Furthermore, if a holder of a public share delivered

its certificate in connection with an election of redemption rights and subsequently decides prior to the applicable date not to elect

to exercise such rights, such holder may simply request that the transfer agent return the certificate (physically or electronically).

It is anticipated that the funds to be distributed to holders of our public shares electing to redeem their shares will be distributed

promptly after the completion of our initial business combination.

our initial business combination is not approved or completed for any reason, then our public shareholders who elected to exercise their

redemption rights would not be entitled to redeem their shares for the applicable pro rata share of the trust account.

In such case,

we will promptly return any certificates delivered by public holders who elected to redeem their shares.

our initial proposed business combination is not completed, we may continue to try to complete a business combination with a different

target until the combination period.

of Public Shares and Liquidation If No Initial Business Combination

amended and restated memorandum and articles of association provide that we will have only the combination period to consummate an initial

business combination.

If we have not consummated an initial business combination within the combination period, we will:

all operations except for the purpose of winding up;

(ii) as promptly as reasonably possible but not more than ten business days

thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit

in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes,

if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding public shares, which

redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation

distributions, if any);

and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining

shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to our obligations

under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

There will be no redemption

rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to consummate an initial business

combination within the combination period.

Our amended and restated memorandum and articles of association will provide that, if we wind

up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect

to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to

applicable Cayman Islands law.

Sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their

rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to consummate an initial

business combination within the combination period (although they will be entitled to liquidating distributions from the trust account

with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame).

Sponsor, executive officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment

to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation

to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business

combination or to redeem 100% of our public shares if we do not complete our initial business combination within the combination period

or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, unless we provide

our public shareholders with the opportunity to redeem their public shares upon approval of any such amendment at a per-share price,

payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the

trust account and not previously released to us to pay our taxes, if any, divided by the number of the then-outstanding public shares

expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be

funded from amounts remaining held in Company accounts outside the trust account plus up to $100,000 of funds from the trust account

available to us to pay dissolution expenses, although we cannot assure you that there will be sufficient funds for such purpose.

we were to expend all of the net proceeds of the initial public offering and the sale of the private placement warrants, other than the

proceeds deposited in the trust account, and without taking into account interest, if any, earned on the trust account, the per-share redemption

amount received by shareholders upon our dissolution would be $10.00.

The proceeds deposited in the trust account could, however, become

subject to the claims of our creditors which would have higher priority than the claims of our public shareholders.

We cannot assure

you that the actual per-share redemption amount received by shareholders will not be less than $10.00.

While we intend to pay

such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors’ claims.

we will seek to have all vendors, service providers (except our independent registered public accounting firm), prospective target businesses

and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or

to any monies held in the trust account for the benefit of our public shareholders, there is no guarantee that they will execute such

agreements or even if they execute such agreements that they would be prevented from bringing claims against the trust account including,

but not limited, to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging

the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the

funds held in the trust account.

If any third-party refuses to execute an agreement waiving such claims to the monies held in the trust

account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third-party

that has not executed a waiver if management believes that such third-party’s engagement would be significantly more beneficial

to us than any alternative.

Examples of possible instances where we may engage a third-party that refuses to execute a waiver include

the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior

to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider

willing to execute a waiver.

The representative of the underwriter will not execute an agreement with us waiving such claims to the monies

held in the trust account.

In addition, there is no guarantee that such entities will agree to waive any claims they may have in the

future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust

account for any reason.

In order to protect the amounts held in the trust account, our Sponsor has agreed that it will be liable to us

if and to the extent any claims by a third-party for services rendered or products sold to us (other than our independent registered

public accounting firm), or a prospective target business with which we have discussed entering into a transaction agreement, reduce

the amounts in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share

held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per public share due to reductions

in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our tax obligations, provided that such

liability will not apply to any claims by a third-party or prospective target business that executed a waiver of any and all rights to

seek access to the trust account nor will it apply to any claims under our indemnity of the representative of the underwriter of the

initial public offering against certain liabilities, including liabilities under the Securities Act.

In the event that an executed waiver

is deemed to be unenforceable against a third-party, our Sponsor will not be responsible to the extent of any liability for such

third-party claims.

However, we have not asked our Sponsor to reserve for such indemnification obligations, nor have we independently

verified whether our Sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our sponsor’s only assets

are securities of our company.

Therefore, we cannot assure you that our Sponsor would be able to satisfy those obligations.

officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective

target businesses.

the event that the proceeds in the trust account are reduced below the lesser of (i) $10.00 per public share and (ii) the actual

amount per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per public

share due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay our

tax obligations, and our Sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification

obligations related to a particular claim, our independent directors would determine whether to take legal action against our Sponsor

to enforce its indemnification obligations.

While we currently expect that our independent directors would take legal action on our behalf

against our Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their

business judgment may choose not to do so in any particular instance.

Accordingly, we cannot assure you that due to claims of creditors

the actual value of the per-share redemption price will not be less than $10.00 per public share.

will seek to reduce the possibility that our Sponsor will have to indemnify the trust account due to claims of creditors by endeavoring

to have all vendors, service providers (except our independent registered public accounting firm), prospective target businesses or other

entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies

held in the trust account.

Our Sponsor will also not be liable as to any claims under our indemnity of the underwriter of the initial

public offering against certain liabilities, including liabilities under the Securities Act.

We will have access to the amounts remaining

in Company accounts outside the trust account following the initial public offering and the sale of the private placement warrants with

which to pay any such potential claims (including costs and expenses incurred in connection with our liquidation, currently estimated

to be no more than approximately $100,000).

In the event that we liquidate, and it is subsequently determined that the reserve for claims

and liabilities is insufficient, shareholders who received funds from our trust account could be liable for claims made by creditors,

however such liability will not be greater than the amount of funds from our trust account received by any such shareholder.

we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against

us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy or insolvency law, and may

be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders.

the extent any bankruptcy claims deplete the trust account, we cannot assure you we will be able to return $10.00 per public share to

our public shareholders.

Additionally, if we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition

is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor

and/or bankruptcy or insolvency laws as either a “preferential transfer” or a “fraudulent conveyance.”

a result, a bankruptcy or insolvency court could seek to recover some or all amounts received by our shareholders.

Furthermore, our board

of directors may be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing

itself and our company to claims of punitive damages, by paying public shareholders from the trust account prior to addressing the claims

of creditors.

We cannot assure you that claims will not be brought against us for these reasons.

public shareholders will be entitled to receive funds from the trust account only (i) in the event of the redemption of our public

shares if we do not complete our initial business combination within the combination period, (ii) in connection with a shareholder

vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation

to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business

combination or to redeem 100% of our public shares if we do not complete our initial business combination within the combination period

or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, or (iii) if

they redeem their respective shares for cash upon the completion of the initial business combination.

Public shareholders who redeem

their Class A ordinary shares in connection with a shareholder vote described in clause (ii) in the preceding sentence shall

not be entitled to funds from the trust account upon the subsequent completion of an initial business combination or liquidation if we

have not consummated an initial business combination within the combination period, with respect to such Class A ordinary shares

In no other circumstances will a shareholder have any right or interest of any kind to or in the trust account.

we seek shareholder approval in connection with our initial business combination, a shareholder’s voting in connection with the

business combination alone will not result in a shareholder’s redeeming its shares to us for an applicable pro rata share of the

trust account.

Such shareholder must have also exercised its redemption rights described above.

These provisions of our amended and restated

memorandum and articles of association, like all provisions of our amended and restated memorandum and articles of association, may be

amended with a shareholder vote.

of Redemption or Purchase Prices in Connection with Our Initial Business Combination and If We Fail to Complete Our Initial Business

following table compares the redemptions and other permitted purchases of public shares that may take place in connection with the completion

of our initial business combination and if we have not consummated an initial business combination within the combination period:

in Connection

with Our Initial Business

Permitted Purchases

of Public Shares by Our

if We Fail to

Complete an Initial

Business Combination

Calculation of redemption

at the time of our initial business combination may be made pursuant to a tender offer or in connection with a shareholder vote.

The redemption price will be the same whether we conduct redemptions pursuant to a tender offer or in connection with a shareholder

In either case, our public shareholders may redeem their public shares for cash equal to the aggregate amount then on deposit

in the trust account calculated as of two business days prior to the consummation of the initial business combination (which is initially

anticipated to be $10.00 per public share), including interest earned on the funds held in the trust account and not previously released

to us to pay our taxes, if any, divided by the number of the then-outstanding public shares, subject to any limitations (including,

but not limited, to cash requirements) agreed to in connection with the negotiation of terms of a proposed business combination.

we seek shareholder approval of our initial business combination, our Sponsor, directors, officers, or their affiliates may purchase

shares in privately negotiated transactions or in the open market either prior to or following completion of our initial business

There is no limit to the prices that our Sponsor, directors, officers, or their affiliates may pay in these transactions.

If they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material

nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act.

do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under

the Exchange Act or a going- private transaction subject to the going-private rules under the Exchange Act;

however, if the purchasers

determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will be required to comply

with such rules.

we have not consummated an initial business combination within the combination period, we will redeem all public shares at a per-share price,

payable in cash, equal to the aggregate amount, then on deposit in the trust account (which is initially anticipated to be $10.00

per public share), including interest earned on the funds held in the trust account and not previously released to us to pay our

taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding public

in Connection

with Our Initial Business

Permitted Purchases

of Public Shares by Our

if We Fail to

Complete an Initial

Business Combination

Impact to remaining shareholders

redemptions in connection with our initial business combination will reduce the book value per share for our remaining shareholders,

who will bear the burden of the deferred underwriting commissions and taxes payable.

the permitted purchases described above are made, there would be no impact to our remaining shareholders because the purchase price

would not be paid by us.

redemption of our public shares if we fail to complete our initial business combination will reduce the book value per share for

the shares held by our Sponsor, who will be our only remaining shareholder after such redemptions.

identifying, evaluating and selecting a target business for our initial business combination, we may encounter intense competition from

other entities having a business objective similar to ours, including other blank check companies, private equity groups and leveraged

buyout funds, public companies, operating businesses seeking strategic acquisitions.

Many of these entities are well established and

have extensive experience identifying and effecting business combinations directly or through affiliates.

Moreover, many of these competitors

possess greater financial, technical, human and other resources than us.

Our ability to acquire larger target businesses will be limited

by our available financial resources.

This inherent limitation gives others an advantage in pursuing the acquisition of a target business.

Furthermore, our obligation to pay cash in connection with our public shareholders who exercise their redemption rights may reduce the

resources available to us for our initial business combination and our outstanding warrants, and the future dilution they potentially

represent, may not be viewed favorably by certain target businesses.

Either of these factors may place us at a competitive disadvantage

in successfully negotiating an initial business combination.

currently maintain our executive offices at 2021 Fillmore St.

#2089, San Francisco, California

The cost for our use of this space is included in the $10,000 per month fee we accrue

to our Sponsor or an affiliate of our Sponsor for office space, unless waived by our Sponsor,

administrative and support services.

We consider our current office space adequate for our

current operations.

currently have two executive officers.

These individuals are not obligated to devote any specific number of hours to our matters, but

they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination.

The amount of time they will devote in any time period will vary based on whether a target business has been selected for our initial

business combination and the stage of the business combination process we are in.

We do not intend to have any full-time employees prior

to the completion of our initial business combination.

We were originally incorporated

under the name “Plum Acquisition Corp.

I.” as a blank check company incorporated as a Cayman Islands exempted company and

formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination

with one or more businesses.

As discussed in this Annual Report, we completed the Business Combination on September 13, 2024 and changed

our name to “Veea Inc.”

We are dedicated to simplifying

the journey towards creating a world in which virtually everyone and everything is intelligently connected , while bringing applications

and AI to the edge of the network.

Most service providers, equipment suppliers, system integrators and even hyperscalers have adopted

or advocated for similar solutions to various degrees either independently or in collaboration with the Company.

However, to our knowledge,

we are the first to market with patented technologies that a) bring virtualized data center capabilities to the far edge of the network,

commonly referred to as the Device Edge, where all wired and wireless devices connect to the network (the “Edge”), b) spawns

hyperconvergence of computing, multiaccess communications and storage, (“Edge Computing”) c) provides for Cloud-managed applications

at the Edge (“Hybrid Edge-Cloud Computing”), 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 Veea Edge Platform’s

software stack (“VeeaWare”).

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 125 granted patents and 25 pending

patent applications that cover 26 patent families, our end-to-end Hybrid Edge-Cloud Computing platform represents a new product category

that has the potential for wide scale customer adoption in large segments of consumer and enterprise markets.

Veea Edge Platform’s products,

applications, and services with a distributed computing architecture, offered as a Platform-as-a-Service (“ ePaaS ”)

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 (AP), are offered in variety of form factors with different capabilities for indoor and outdoor coverage

and are both locally- and cloud-managed.

Veea Edge Platform architecture and business model, VeeaHub Ò

and third-party devices on Veea Edge Platform with Hybrid Edge-Cloud Computing and AI-enabled applications and services, to a certain

degree is similar to Android OS platform architecture and business model for Android devices.

The VeeaEdge Platform Ô

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 / 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 (“MNOs”), Multiple System Operators (MSOs), Internet Service Providers (“ISPs”)

and other types of Managed Service Providers (“MSPs”).

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 Private Veea 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 Private Veea as one of the top 10 Edge AI solution providers

alongside of IBM, Microsoft, Amazon Web Services (“ AWS ”) and others.

Private Veea was founded in 2014

by Allen Salmasi, our Chief Executive Officer and a pioneering wireless technology leader.

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;

4G technologies and products at NextWave during the 2000s, and hyper-converged edge computing and communications during the 2010s;

beyond with Veea.

Salmasi has assembled a talented and experienced management and engineering team that includes former senior executives

of leading technology, telecom, SaaS, and wireless companies that possess a deep understanding of wireless technologies, networking edge

and cloud computing.

The Company has five wholly owned subsidiaries, VeeaSystems Inc., formerly

known as Veea Inc.

a Delaware corporation, 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 and VeeaSystems

SAS, a French simplified joint stock company;

and one majority owned subsidiary, VeeaSystems Mexico, S.

de C.V., a limited capital

company organized under the laws of Mexico (“VeeaSystems MX”).

VeeaSystems MX is 95% owned by VeeaSystems Inc., and due to

local law requirements, the remaining 5% is held by the Company’s CEO.

The Company is headquartered in New York City with offices

in the United States, Mexico and Europe.

Our Vision and Strategy

At the founding of Veea, we imagined

a world where powerful, secure, intelligent and fully networked computing simply works.

We pictured a reality where transformative ideas

come to life quickly and effortlessly, without barriers created by technical complexity or infrastructure constraints.

We envisioned

a future in which any business, no matter its size or technical expertise, can seamlessly deploy sophisticated software, real-time analytics,

and cutting-edge artificial intelligence directly within their own walls, at their own locations.

At the core of our mission is simplicity.

We empower our customers by delivering intuitive software and unified hardware solutions that enable local computing, intelligent

networking, and advanced AI applications to work together seamlessly.

By making these solutions easy to deploy, orchestrate, and scale,

we remove technological barriers, freeing innovators to innovate.

Our tagline, “Intelligently Connected,” reflects this

We’re not merely connecting devices or networks;

we're connecting businesses to outcomes, ideas to reality, and complexity

to simplicity.

Our platform creates intelligent connectivity, transforming intricate technological landscapes into streamlined environments

that anyone can leverage.

We are focused on markets - Fixed-line

or 5G-based Fixed Wireless Broadband Access, Unserved / Underserved Communities, Climate Smart Buildings, Converged Private Networks,

and Smart Retail – that we believe offer high potential for growth and can benefit from our products and services offerings in a

way that transforms their businesses and business models in a secure, cost-effective, and meaningful manner.

The following are examples that

highlight our impact:

Fixed-line or 5G-based Fixed Wireless Broadband

this cloud-managed solution is offered with backhaul connections to public networks through our highly innovative and highly

compact STAX and STAX-5G VeeaHub products, with a variety of edge applications and value-added services, including advanced AI-driven

cybersecurity, CCTVs for physical security, smart locks, and a variety of IoT applications, through Mobile Network Operators (“MNOs”),

Multiple System Operators (MSOs), Internet Service Providers (“ISPs”) and other types of Managed Service Providers (“MSPs”).

● Unserved/Underserved Communities:

we are providing an

affordable, accessible, and comprehensive solution to address the “digital divide which exists due to limited on no access to the

Internet primarily through major satellite service providers.

Climate Smart Buildings:

Veea is the first company to develop containerized Niagara, a software platform that integrates building systems into a single control system, that is integrated with the Niagara Framework ® (developed by Tridium, Inc., a wholly owned subsidiary of Honeywell International, Inc.), the leading platform for connecting to and managing building systems.

Converged Private Networks and Smart Retail:

Veea’s solutions allow for the convergence of Wi-Fi and private 4G/5G networks to take advantage of Wi-Fi’s ability to

handle large amounts of data traffic, at lower network expense in areas densely populated by people and machines, with 5G’s reliability

and low latency over large distances.

Veea’s Edge AI Platform seamlessly combines

networking, computing, artificial intelligence, and orchestration into a unified, intuitive ecosystem (“Total Fabric”).

platform simplifies the complexities of deploying, managing, and scaling intelligent edge solutions, enabling organizations of all sizes

to harness powerful local AI effortlessly.

It Provides real-time decision-making, scalability, and enhanced performance for complex Edge

AI use cases.

With distributed computing and mesh networking, the platform uniquely offers federated Learning with blockchain , which

is an efficient solution for building a cross-enterprise, cross-data, and cross-domain ecosphere for Edge AI with data privacy and big

data analytics.

growth strategy centers on fostering strategic partnerships, expanding distribution channels, and securing partnerships with Network

Operators and Managed Service Providers to reduce churn in their clients relationships.

We view ourselves not just as a vendor, but as

a comprehensive provider of services and solutions that address a wide range of our customers’ IT needs.

Target Markets

Fixed-line or 5G-based Fixed Wireless Broadband Access

STAX-5G is currently the only 5G CPE in the market that supports Multiaccess

Edge Computing (MEC) functionality with Wi-Fi 6 mesh router, IoT gateway, and networking/application mesh along with optional modules

supporting Non-Volatile Memory Express (NVMe) storage and Power-over-Ethernet (POE) with10 GbE interface.

With a high level of integration

through a single PCBA implementation, it substantially reduces the production time and costs.

Novel stackable mechanical design offers

the opportunity for a wide range of accessories (e.g., smart speakers).

An Ericsson forecast provides that the total global Fixed Wireless

Access (FWA) subscriptions will grow at 19 percent year-on-year during the 2022 to 2028 period to reach more than 300 million devices

Currently, Veea has mostly completed the homologation process with one

of the largest global MNOs and is engaged in POCs with several other major MNOs and fixed-line telcos, with major roll-outs anticipated

starting in Q2/Q3 2025.

Unserved/Underserved

noted in the GSMA Mobile Economy 2023 report, one-third of the world’s population lacks Internet access due to limited or no availability

to cost-effective network infrastructure and services.

The Wi-Fi Alliance estimated in their 2021 Global Economic Value of Wi-Fi report,

that bridging this “digital divide” would result in global economic value growth on the order of $4.9 trillion by 2025.

are actively involved in planning and executing deployments in Southeast Asia, West Africa and the Americas, using our technologies that

uniquely address this global opportunity.

vTBA Ô (Virtual

Trusted Broadband Access) provides an affordable, accessible, and comprehensive solution to address for this “digital divide.”

vTBA enables the virtualization of Wi-Fi network capabilities across access points, consumers of Wi-Fi services, and connected devices.

These network capabilities are “sliced,” meaning that traffic throughput, latency, and priority of service can be tailored

to the requirements of the applications for, or the Service Level Agreements (“ SLAs ”) with the enterprise and

consumer markets.

This is achieved by using cloud-based policy definition and locally based policy enforcement, which minimizes the effort

required to onboard customers and automate network management functions.

Unlike mobile network solutions requiring cellular devices,

vTBA is a Wi-Fi first solution that connects the widest range of consumer and IoT endpoints because Wi-Fi is the most prevalent wireless

interface and vTBA serves past and current standards of Wi-Fi devices.

vTBA controller provides for a Wi-Fi control channel that permits

offering of vTBA-based services on a pre-paid or post-paid basis with roaming within the coverage of a private network of VeeaHub units

located anywhere in the world.

another use case, by establishing a canopy of connectivity globally across remote communities while leveraging the Veea Edge Platform

edge computing and its integration with sensors, we facilitate climate-smart agriculture solutions for smallholder farmers and gather

data from remote ecosystems.

This information is used to increase productivity in farms, reduce resource utilization, and increase transparency

for carbon capture business models.

We drive increased economic activity for local economies.

contribute to approximately 37% of global carbon emissions and 34% of global energy consumption.

Improvements to building utility management

systems are critical to reducing global emissions and energy consumption.

Studies furnished by the US Department of Energy have shown

that as much as 30% of building energy consumption can be eliminated through more accurate sensing and more effective use of controls.

Smart climate management requires a computational platform that meshes wired and wireless Internet connections from sensors to a central

processing platform.

is the first company to develop containerized Niagara that is integrated with the Niagara Framework ® (developed by Tridium,

Inc., a wholly owned subsidiary of Honeywell International, Inc.), the leading platform for connecting to and managing building systems.

Veea Edge can deliver actionable insight to building managers and homeowners regarding data generated by HVAC, lighting, access control,

fire safety, plumbing and surveillance systems.

Building managers and homeowners can use this data to reduce electricity usage and carbon

emissions through continuous monitoring and optimization, building management automation, and analysis of usage patterns and environmental

Veea enhances the traditional Niagara Framework by capturing and pre-processing operational data locally, before augmenting

it with cloud processing, along with interconnecting wired and wireless sensors.

Given the dynamic nature of building configurations,

designs, and materials, flexibility in deploying wireless sensors, connection to the Internet, and local data processing is required.

Converged Private Wireless Networks and Edge AI

and private 4G/5G networks are converging to provide wider coverage, faster speeds, and connectivity across a broad range of devices

By integrating the two technologies, devices can connect seamlessly to the best available network coverage from Veea Edge

Platform and private 4G/5G network.

A converged network takes advantage of Wi-Fi’s ability to handle large amounts of data traffic,

at lower network expense in areas densely populated by people and machines, with 5G’s reliability and low latency over large distances.

hyper-converged edge platform uniquely complements this new technology through its vTBA 5G interworking functionality allowing 5G and

non-5G endpoints to be managed from a converged controller.

This is unique to the industry and overcomes the need to replace many fully

functioning Wi-Fi or IoT endpoints, especially for industrial and enterprise use cases, and allows legacy wired and wireless endpoints

to remain connected via the Veea Edge Platform.

Federated learning allows large scale datasets to be used for training

models while keeping the data private in each VeeaHub node, within a cluster of VeeaHub products at the edge or on a wide area private

network with VeeaHub units in vTBA-based Trust Domains.

For many use cases of Edge AI delivered through Veea Edge Platform, such as Smart

Retail, Smart Building and Energy Management, Smart Farming, and others, current models of VeeaHub product supporting up to 8 GB of RAM

and up to 2 TB of memory, with or without GPUs or DPUs included in the mesh network, provide sufficient resources for training of submodels.

Moreover, Veea Nexus is the central agentic AI orchestration engine that transforms real-time analytics and insights into automated actions.

By providing a unified, centralized automation engine, Nexus eliminates the need for each individual app to build its own automation logic.

Instead, any app can integrate seamlessly with Nexus (i.e., becoming "Nexus-enabled"), allowing rapid deployment of sophisticated

agentic workflows.

AdEdge Ô solution

enabled by vTBA is capitalizing on the incorporation of private 5G networking infrastructure in retail environments .

This Veea-authored

application contains prominent features of a modern advertising management platform including integration into real-time advertising

for smart shipping carts as well as selling the ad content against an inventory of Digital out of Home (“ DOOH ”)

displays in retail locations, transportation centers, smart city deployments, stadiums, restaurants, etc.

This solution leverages the

hyper-converged features of the VeeaHub by deploying an advertising media player and dynamic campaign manager that triggers custom ads

based on sensory or visual inputs in a location.

business strategy is focused on leveraging three key paths to market:

Technology Partnerships - Complementary technologies that are amplified with Veea technology capabilities.

Distribution Channels -

Aligned with our core edge-focused technology franchise, large-scale system integrators working to digitally transform industries,

distributors and resellers of Niagara framework.

Network Operators and Managed

Service Providers - Providing for dedicated private networks end-to-end or monetization of their network assets, with the introduction

of edge computing, Edge AI and their own customized applications, developed through the Veea developer portal to offer highly differentiated

services that locks in the current customer base and reduces churn.

customer-centric approach yields mutual benefit.

Our customer activities generally are the result of three phases:

Core buildout - Deploying

the core product platform with success-based capital with network operators or government entities that can deliver highly differentiated

customer value, improvements in productivity, and economic outlook with new digital services facilitated by high quality, cost-competitive

managed broadband services with value-added services.

Geographic expansion -

Expand the geographic footprint of the core buildout location to more of the unserved and underserved communities in the same geographic

areas resulting in scale economics for core network components and materials that yield margin expansion for both Veea and Veea’s

channel partners.

Subscriber density - End-customers

of the base connectivity services fuel the introduction of a diverse set of adjacent digital services with broadband connections,

such as Edge AI, tele-health, energy management, public safety solutions, precision agriculture, and content distribution to reinforce

the customer value proposition for the base connectivity services, which are often provided in a low to no competitive landscape.

With the network micro-slicing feature of vTBA, there are major opportunities to bring such services to multi-family residential

housing or multi-dwelling units, commercial buildings, campuses, rental or rural communities, and high density user communities with

the type of service directly delivered to a plethora of endpoints, such as user devices, cameras, smart locks, sensors, and various

electromechanical systems, monitored and controlled by Niagara framework, individually and offered on a subscription basis.

the significant increases in the data transport costs to the cloud as well as data ownership and privacy concerns around cloud-based

applications, we believe that there is pent-up demand for low-latency and cost-effective private and public network solutions and applications

at the edge that increase productivity and generate value for enterprises, people, places, and things connecting to the Internet, which

will in turn will help network operators offering broadband services capture a greater enterprise value for connecting their customers

to the internet.

business model is partially based on global demands from the Americas, EMEA and APAC regions for a product platform and software services

for the generation of new revenue streams, with lower recurring costs, compared to traditional network infrastructure that lacks automation

of service delivery and entails substantial ongoing operational support and network maintenance costs.

We believe we are uniquely positioned

in the marketplace, leveraging our strengths with our business model, including the following:

Comprehensive, full suite

of hardware and software services with a strategic focus on high-growth segments in emerging markets and underserved areas in mature

markets for broadband services and edge applications including climate smart energy and sustainability solutions.

Aligned customers with

value propositions where Veea and our customers benefit in the creation of new revenue streams.

Innovation-driven, a technology-centric

platform that redefines capabilities of connecting people, places, and things to the internet with greater efficiency with edge applications.

Highly automated capabilities

for network service providers and enterprises to harness the power of software for improved customer experiences and reduced manual

Climate-smart platform

technology advancements that bring greater productivity to emerging and mature markets, with measured improvements to the environment.

Veea Edge Platform Ô

is comprised of several elements needed to deploy cloud-to-edge solutions driving digital transformation for communities and

industries worldwide.

This comprehensive platform is comprised of three main components:

VeeaHub Ò devices - a highly integrated convergent secure

computing hardware platform, with a Linux server supporting virtualized software environment and patented “Secured Docker”

containers, storage and connectivity for Wi-Fi, IoT, and 4G/5G devices.

VeeaWare Ô - an edge operating system and companion tools, that manage the convergence of computing and connectivity across a mesh of VeeaHub products.

VeeaCloud Ô - A cloud native system that underpins the easy deployment of hardware and software at the edge that manages the VeeaHub devices and their capabilities and edge applications remotely.

Veea technology franchise also includes Veea-authored applications that run on the VeeaHub products.

These applications can be deployed

by our channel partners and customers to compose complete solutions.

Some of these applications are open frameworks that integrate into

broader ecosystems such as Honeywell Tridium’s Niagara, Microsoft’s Azure IoT, or AWS IoT Greengrass.

Other Veea applications

simplify the deployment of enabling technologies to the edge.

As an example, our edge AI framework enables the movement of AI model execution

from the cloud to the edge, bringing the benefits of AI closer to the source of the real-time data so actionable insight can be provided

to control applications running at the edge and thereby reducing inference time and amount of data traversing from the edge to the cloud.

This innovative platform provides for seamless integration with AI capabilities by way of the secure, software container environment

and tool kits for software developers.

Smart Connectivity and Computing Hub

basic building block of the Veea Edge Platform is the VeeaHub, a unique combination of computing, connectivity, storage and security

technologies.

Every VeeaHub has a multi-core Linux server running a patented secure form of industry-standard docker containers to enable

applications to be deployed at the user edge.

The VeeaHub also has Bluetooth Classic and Low Energy, Zigbee/Thread, LoRaWAN (“ LoRa ”)

gateway and multiband Wi-Fi APs.

device has an advanced mesh networking capability, which we refer to as “ vMesh ,” that allows devices at the

edge to act together as a micro-cloud and provides scalable coverage and communications capacity.

The mesh provides flexible deployment

scaling options enabling expansion of the edge solution to expand coverage and capacity, add additional sensors or users or add computing

and storage as needed.

vMesh is self-organizing and self-healing mesh that automatically discovers and connects to newly authorized devices

and redirects traffic if a node fails for resiliency.

There is no dedicated controller for the vMesh, as the control function is incorporated

into the middleware.

can use a variety of wired and wireless connections to connect to the Internet,

including LTE 4G and 5G.

Some VeeaHub models support wired connections to edge devices using standard RS-232/485 connections, which are

useful for smart spaces.

Other models include a standard long range, low power wireless technology, LoRaWAN, which is ideal for outdoor

and industrial use cases.

is available in three different models - (i) VeeaHub STAX (ii) VeeaHub Pro, which is designed for more demanding enterprise applications,

and (iii) VeeaHub Pro Outdoor, which is environmentally hardened and designed for outdoor and industrial applications.

VeeaWare Ô Edge Operating System

is a portable edge operating system that runs on the VeeaHub.

VeeaWare features Veea’s secure container environment that extends

industry standard docker containers, to assure applications running at the edge cannot interfere with or hack the system software running

on the hardware platform or other applications running at the edge.

VeeaWare Operating System (“ vOS ”) enables

Veea and third-party partners to deploy multiple applications to the edge.

incorporates an abstraction layer that allows applications running on VeeaHub products to connect both IP and non-IP devices to a mesh

of VeeaHub nodes.

VeeaWare also incorporates all of the necessary mechanisms to move and store data across the mesh and provide data

connections to the Wide Area Network (“ WAN ”).

includes a set of tools referred to as the VeeaHub Toolkit, which empowers developers to design, test, and publish applications to the

VeeaHub products deployed in the field.

These tools allow any developer to use a wide variety of industry-standard software and practices

to deploy containers into the VeeaHub products in a highly secure and predictable manner.

A web-based portal dedicated to the developer

community provides necessary documentation to get started and to quickly become proficient in developing and deploying custom applications

on the VeeaHub that serve customers’ specific use cases.

process of developing applications with the VeeaHub Toolkit is similar to the process of developing and publishing Android or Apple iOS

applications.

Once a container has been created and tested locally, the developer submits it to a VeeaCloud repository for publication,

and after the required verification is performed, the application becomes available within the VeeaCloud.

Applications can be developed

by Veea, its channel partners or the end-users for particular use cases.

has proven portability in that the Veea product portfolio incorporates hardware designs with different core computing platforms, connectivity

options and other peripheral interfaces.

In the future, we intend to license the VeeaWare edge operating systems to OEM and ODM partners

to diversify and expand the supply chain and open up opportunities in adjacent marketplaces that may require specialized hardware.

an example, certain industries require explosion-proof designs at the edge.

VeeaCloud is the cloud-based

platform that powers the deployment and management of VeeaHub products at the edge, provides management for the networking across the

IT and OT domains, and offers full orchestration of application deployment and observability of the applications running on VeeaHub products.

It incorporates a web-based control center for managing devices and applications at the edge, as well as a companion smartphone app, for

both iOS and Android OS devices, called VeeaHub Manager (“ VHM ”) for installers, field technicians, and end users

to install and manage VeeaHub products locally.

has a rich set of Applications Programming Interfaces (“ APIs ”) to integrate into external Business Support

Systems/Operations Support Systems (“ BSS/OSS ”) or the Manager of services providers and our distribution partners

that operate convergent Network Operations Systems and support user management.

The system utilizes a single sign-on system that integrates

into leading user authentication systems.

The product features a multi-tiered authentication and permission system to support multi-tenant,

multi-level distribution schemes and can scale elastically to a large number of deployed nodes, users and devices.

is a cloud native platform deployed using modern continuous integration/continuous delivery approaches and is agnostic to public cloud

is the foundation for publishing applications developed with the VeeaHub Toolkit.

Edge Applications

has developed software templates that speed the development of complete containers and other building blocks, a number of which are standalone

containers that can be licensed and resold by third parties.

Other than the containerized Niagara Framework application, these include

the following:

Software Defined Wide

Area Networking (“ SDWAN ”) Application .

Provides flexible options for connecting nodes in a mesh of VeeaHubs Ò

to the public network (“ Backhaul ”) using wired (ethernet, fiber) or wireless (Wi-Fi, 4G/5G) connectivity.

Global 4G or 5G Subscription

A range of cellular connectivity solutions fully integrated with VeeaHub products for Veea partners and service providers

to offer Fixed Wireless Access (“ FWA ”) broadband services including for IoT applications, simplifying deployment,

billing and support.

Last-Mile Solutions

with vTBA-based Managed Internet and IoT Connectivity Services.

Services for multi-dwelling units, housing communities, campuses,

hospitals, airports, rail stations, and remote and rural communities.

IoT Gateway Application.

VeeaHub incorporates integrated IoT radios for IoT or Industrial IoT (“ IIoT ”) use cases that require

the ability to bind IP and Non-IP endpoints with the system.

Registers the IoT endpoints (sensors, actuators, etc.) to the device

abstraction layer enabling routing of messages over vMesh on the edge.

Veea Property Management

Open platform for integrated smart devices using common home wireless technologies such as Wi-Fi, Zigbee/Thread and Bluetooth.

Designed for consumer-oriented use cases, such as homes, multi dwelling units and small businesses.

Blockchain Framework .

Helium v2 Certified distributed blockchain model.

Leading IoT platforms .

Microsoft Azure Edge IoT Certified, AWS Greengrass compliant.

Edge AI & Visual

Analytics Frameworks .

Distributed solution for execution of AI models from the edge to the cloud.

Advanced Smart Farming and Precision Agriculture.

Unique implementation of LoRaWAN Gateway.

Honeywell Niagara Framework Building and Energy Management System (“ BMS/EMS ”).

Advanced advanced Cyber Defense System for commercial real estate, datacenters and critical infrastructure.

of the turnkey edge applications Veea has created have a companion cloud application for centralized control, content management, or

interworking capabilities for cloud-to-cloud connections.

These include the following:

AdEdge Edge Content Player and Campaign Management .

Full stack advertising and content management platform.

AdEdge is an AI-driven contextual and location-based ad platform.

Supports advertising campaign (frequency, scheduling, product types, etc.) and media deployment across TROLLEE Ò Smart Shopping Carts, a fleet of digital out of home displays, or augmented reality/mixed reality devices using edge playback and scheduling function, full attribution for billing.

Supports ad sale platform using programmatic and non-programmatic techniques and open APIs.

Virtual Trusted Broadband

Access (“ vTBA ”) Cloud Controller .

A core management system for delivery of vTBA enabled services across deployed

meshes with edge nodes running the container vTBA agent.

Allows configuration of access point groups, Trust Domains and service policy

Provides northbound interfaces for BSS/OSS integration with the backends of the service providers, property management

companies, government agencies, and others that provide vTBA based services.

API supports integration with 4G/5G core networks for

seamless interworking of services across different network types for fixed and mobile convergence.

VeeaConnect Connection

Edge-managed voice, data and video service connection manager that maintains user plane traffic between users connected

to a set of VeeaHub products in a mesh within the mesh and off of the WAN connection.

combination with partner-developed edge applications, the Veea technology franchise delivers significant value to the end consumers of

services built on the Veea Edge Platform, including:

Technology-Enabled

Benefits of Veea Platform

Minimizing latency and

the raw data transport to the Cloud.

Privacy, security, data

ownership and context awareness.

Fault tolerance for mission

critical and other edge applications including customized apps developed through Veea Developer Portal.

Addressing connectivity

and networking challenges at the edge.

Private micro-datacenter

with wired and wireless coverage.

Fixed line and 4G/5G broadband

access with value-added services.

Gateway/Edge Device for

Microsoft Azure IoT and AWS IoT Greengrass apps.

Micro-Cloud Computing at the Device Edge

High-performance computation

with Linux OS running on a quad-core CPU.

Virtualized software environment

with Secured Docker containers for applications and service layers with Software Defined Networking (“ SDN ”)

and Network Function Visualization (“ NFV ”).

Secured Docker containers

for apps to run in a trusted execution environment with both the containerized apps and communication interfaces secured with digital

certificates.

Built-in routing, scaling,

load balancing & orchestration for the edge environment and services.

API and microservice driven

>> cloud-managed apps.

the IT/OT Gap

Industry leading Containerized

Niagara combined with modern IT Style remote management tools.

Secure 4G or 5G WAN connectivity.

Integration with Private

5G Network Core Network Orchestrator simplifies the management of edge applications and devices.

Familiar IT deployment

patterns with Containerized Niagara, Azure IoT Certification, and AWS IoT Greengrass ease incorporation with cloud-based backend

services of the enterprise in a variety of use cases.

Open APIs for Business

Process Logic integration.

Familiar deployment pattern

for both IT and OT personnel using untrained technicians facilitated by our attention to “zero-touch” approaches.

Unique cellular-like Wi-Fi

functionality, with roaming within the coverage of the VeeaHub products, gives operators and enterprise managers unprecedented visibility

and control of the people places and things in their network.

Cloud Control provides

flexible service policy definitions, billing models and network partitioning.

Works with a broad range

of IP and non-IP devices and wired and wireless devices (e.g., Wi-Fi, Bluetooth, Zigbee/Thread, LoRaWAN) unlocking the potential

for offering managed services for every type of endpoint.

Secure separation of traffic

from different or designated groups of devices into Trust Domains increasing security with ZTNA for all services.

Virtualizes Access Points

to drive down connection costs and increase affordability.

Enables CPE-less deployment models reducing ongoing operation expense.

To our knowledge, the Veea Edge

Platform Ô and its key building block the VeeaHub is the only edge computing product that

infuses a single physical device with the traits of a networking device, IoT gateway, Linux server, storage and security gateway.

Veea Edge Platform has several key differentiating features, including:

Rapid scaling through meshing

of multiple nodes to expand connectivity coverage, adding more computing power, memory or storage capacity.

vMesh is more extensible

than mesh networking offered in comparable consumer or enterprise products

High degree of integration

reduces the number of hardware elements needed to deliver solutions, reducing initial capital outlay, installation costs and reducing

ongoing management complexity and other operating costs (i.e.

power consumption).

VeeaWare OS with patented

software architecture supporting a virtualized software environment and Secured Docker container for distributed computing with applications

orchestrated over a connectivity mesh, that provides for an application and microservices mesh, with hyperconverged networking at

Flexible choice of wired

and wireless interfaces results in reduced installation cost and time.

Pervasive security, to

virtually segment traffic at a device or group level.

Zero-touch installation

supports pre-provisioning of devices before installation.

Non-skilled installers

can mount the systems locally and then automatic or semi-automatic configuration is done from the cloud.

Standards-based approach

with fixed and wireless technologies for interoperability into globally deployed wired and wireless infrastructure.

Proven integrations

to a wide variety of industry leading platforms, including Microsoft’s Azure, AWS IoT Greengrass, Tridium’s Niagara Framework,

and LoRaWAN ChirpStack.

Unique implementation of

fully integrated LoRaWAN Gateway that runs at the edge without cloud-dependency.

Unified Cloud management

platform combines network and device management with applications management through the Control Center Other platforms focus on

network or applications management but not all three

Comprehensive remote management

tools for deployment, configuration, and over the air updates and troubleshooting

of December 31, 2024, we had a patent portfolio consisting of 121 exclusively owned patents, as summarized in the table below.

patents cover jurisdictions in the United States, United Kingdom, Europe, South Korea, Japan, and India.

All of our current-issued patents

are projected to expire between 2036 and 2047.

We also have 25 patent applications pending.

(“ Qualcomm ”) has licensed, on a non-exclusive basis, certain intellectual property to us under multiple

agreements covering the sales of our products that incorporate the licensed IP.

The royalty fees payable to Qualcomm are generally calculated

based on a percentage of net sales in territories where the licensed IP is protected by a patent.

The Qualcomm licenses expire in April

2030 and 2029, respectively, and automatically renew if we continue to sell products incorporating the licensed IP.

We are also a party

to a non-exclusive license agreement with Cable Television Laboratories, Inc.

(“ CableLabs ”) covering the worldwide

sales of our vTBA Ô product.

The rights granted under the CableLabs license apply to any fields of use and royalty, and royalty fees payable to CableLabs are calculated

based on a percentage of net sales.

The term of the CableLabs license lasts until the last to expire of any patents licensed under the

also rely upon trade secrets, know-how, and continuing technological innovation to develop and maintain our competitive position.

seek to protect our proprietary rights through a variety of methods, including confidentiality agreements and proprietary information

agreements with suppliers, employees, consultants, and others who may have access to proprietary information, under which they are bound

to assign to us their inventions.

Patent Family

Application No.

DYNAMIC ROUTER FUNCTIONALITY IN CELLULAR NETWORKS

60 2016 012 782.2

DYNAMIC ROUTER FUNCTIONALITY IN CELLULAR NETWORKS

60 2016 020 735.4

DYNAMIC ROUTER FUNCTIONALITY IN CELLULAR NETWORKS

60 2016 004 769.1

DYNAMIC ROUTER FUNCTIONALITY IN CELLULAR NETWORKS

COMMUNICATION UNIT EMPLOYED AS A REMOTE ROUTER AND METHOD FOR ENFORCEMENT

CONTENT TRANSFER FUNCTIONALITY BEYOND OR WITHIN CELLULAR NETWORKS

MOBILE WIRELESS COMMUNICATION UNIT AND METHOD FOR CONTENT TRANSFER

WIRELESS COMMUNICATION UNIT AND METHOD FOR SHARING DELAY TOLERANT CONTENT

60 2017 019 214.7

WIRELESS COMMUNICATION UNIT AND METHOD FOR SHARING DELAY TOLERANT CONTENT

WIRELESS COMMUNICATION UNITS AND WIRELESS COMMUNICATION SYSTEM AND METHODS TO SUPPORT BEACON TECHNOLOGY

EDGE COMPUTING SYSTEM

ROUTER NODE, NETWORK AND METHOD TO ALLOW SERVICE DISCOVERY IN A NETWORK

602017015130.0

ROUTER NODE, NETWORK AND METHOD TO ALLOW SERVICE DISCOVERY IN A NETWORK

60 2017 011 602.5

ROUTER NODE, NETWORK AND METHOD TO ALLOW SERVICE DISCOVERY IN A NETWORK

EDGE COMPUTING CONTAINER SYSTEM

Edge Communication Device

006478186-0001

Edge Communication Device

006478186-0002

Edge Communication Device

Integrated antenna-heatsink for wireless device applications

11,563,262 B2

Integrated antenna-heatsink for wireless device applications

11,949,147 B2

Expandable product architecture bus for consumer electronics gateways

Module identification method for expandable gateway applications

11,641,413 B2

Resilient Antenna Securing Mechanism

Method and System for IoT Edge Computing using Containers

Method and Procedure for miniaturing a multilayer PCB

11,523,502 B2

Method and Procedure for miniaturing a multilayer PCB

11,950,361 B2

Cable Pull Tab

Systems and Methods for Collaborative Edge Computing (AR/VR Edge Devices)

Method and System for Secure Container Application Framework

12,015,613 B2

Method and System for Secure Container Application Framework

VHC25 heatsink and antenna structure

Stacker Electromagnetic Interference Shield

Stacker Base Module, LTE Stacker Module, Mase and Stacker combined

BR302022001478-8

Stacker Base Module, LTE Stacker Module, Mase and Stacker combined

Stacker Base Module

ZL202230157775.5

Stacker Base Module

008916001-0001

LTE Stacker Module

008916001-0002

Stacker Base Module with LTE Stacker Module (combined)

008916001-0003

Stacker Base Module with LTE Stacker Module (combined)

Stacker Base Module

LTE Stacker Module

Stacker Base Module

Stacker Base Module, LTE Stacker Module, Mase and Stacker combined

30-2022-0011328

Stacker Base Module, LTE Stacker Module, Mase and Stacker combined

30-2023-0010640

Stacker Base Module, LTE Stacker Module, Mase and Stacker combined

30-2023-0010641

Stacker Base Module

MX/f/2022/000838

LTE Stacker Module

Stacker Base Module with LTE Stacker Module combined

Stacker Base Module with LTE Stacker Module (combined)

Manufacturing

rely on two contract manufacturers in Taiwan and China to manufacture our VeeaHub Ò devices.

and Development

the industry in which the Company competes is characterized by rapid technological advances, the Company’s ability to compete successfully

depends heavily upon its ongoing research and development activities.

focus of the Company’s research and development activities include (i) the use of AI to optimize network and applications distribution

and performance at the edge, (ii) support for elastic scaling and dynamic cloud to edge orchestration, (iii) real time radio and mesh

tuning, (iv) partial and full air-gapped deployment between the public cloud and the edge, (v) optimized AI model execution across devices,

the Veea Edge Platform and the cloud and (vi) fully integrated online ordering, fulfillment and activation to support large scale, hierarchical

distribution partners.

are headquartered in New York City, New York.

We have engineering offices in Iselin, New Jersey;

Bath, United Kingdom;

and Juvigny, France.

We also maintain sales and marketing offices in Paris, France and Mexico City, Mexico.

of December 31, 2024, we employed 45 full-time employees.

None of our employees are represented by a collective bargaining agreement,

nor have we experienced any work stoppage.

We consider our relations with our employees to be satisfactory.

Our future success depends

on our continuing ability to attract and retain highly qualified employees and senior management personnel.

In addition, we have independent

contractors whose services we are using on an as-needed basis to assist with our sales and marketing activities and engineering activities.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business