What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2025-04-15 compared with 2024-03-01 · 48 added, 127 removed, 0 unchanged (100% of the section changed)

Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities

Market Information

units, Class A ordinary shares and warrants are each traded on the Nasdaq.

Our units commenced public trading on March 15,

2021, under the symbol “PLMIU” Our Class A ordinary shares and warrants began separate trading on May 6, 2021,

under the symbols “PLMI” and “PLMIW,” respectively.

of February 26, 2024, there was one holder of record of our units, one holder of record of our Class A ordinary shares, one

holder of record of our Class B ordinary shares and two holders of record of our warrants.

have not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of a

business combination.

The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements

and general financial condition subsequent to completion of a business combination.

The payment of any cash dividends subsequent to a

business combination will be within the discretion of our board of directors at such time.

In addition, our board of directors is not

currently contemplating and does not anticipate declaring any share dividends in the foreseeable future.

Further, if we incur any indebtedness,

our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.

Securities Authorized for Issuance Under Equity Compensation Plans

Performance Graph

Recent Sales of Unregistered Securities;

Use of Proceeds from Registered Offerings.

January 13, 2021, the Sponsor paid $25,000, or approximately $0.003 per share, to cover certain of our offering costs in consideration

of 8,625,000 Class B ordinary shares, par value $0.0001.

the underwriter’s over-allotment remaining option expired in May 2021, the initial shareholders forfeited 644,591 shares to the

Company for no consideration so that the initial shareholders would collectively own 20% of the Company’s issued and outstanding

ordinary shares after the IPO.

As of December 31, 2023, there were no shares of Class B Ordinary Shares issued and outstanding.

March 18, 2021, we completed our initial public offering of 30,000,000 units, at a price of $10.00 per unit, generating aggregate gross

proceeds to the Company of $300.0 million.

April 14, 2021, the Company sold an additional 1,921,634 units for gross proceeds in connection with the underwriter’s partial

exercise of its overallotment option for total gross proceeds of approximately $19.2 million.

with the closing of the initial public offering, our Sponsor purchased 6,000,000 private placement warrants, each exercisable to purchase

one ordinary share at $11.50 per share generating gross proceeds of $9.0 million, in a private placement that closed simultaneously with

the closing of our initial public offering.

Simultaneously with the closing of the over-allotment option, our Sponsor purchased an additional

256,218 private placement warrants generating additional proceeds of $0.4 million.

A portion of the proceeds from the sale of the private

placement warrants was added to the proceeds from the initial public offering held in the trust account.

If the company does not complete

an initial business combination within the combination period, the private placement warrants will expire worthless.

The private placement

warrants are substantially similar to the warrants underlying the units issued in the initial public offering, except that they are non-redeemable

and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees.

The Sponsor and the company’s

officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their private placement warrants

until 30 days after the completion of the initial business combination.

The sale of the private placement warrants was made pursuant

to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

No underwriting discounts or commissions were

paid with respect to such sales.

January 31, 2022, the Company issued an unsecured promissory note (the “Dinsdale Note”) in the principal amount of $500,000

to Mike Dinsdale.

The Dinsdale Note does not bear interest and is repayable in full upon consummation of a Business Combination.

Company may draw on the Dinsdale Note from time to time, in increments of not less than $50,000, until the earlier of March 18, 2023

or the date on which the Company consummates a Business Combination.

If the Company does not complete a Business Combination, the Dinsdale

Note shall not be repaid and all amounts owed under it will be forgiven.

Upon the consummation of a Business Combination, the Mr.

shall have the option, but not the obligation, to convert the principal balance of the Dinsdale Note, in whole or in part, into private

placement warrants (as defined in that certain Warrant Agreement, dated March 18, 2021, by and between the Company and Continental Stock

Transfer & Trust Company), at a price of $1.50 per private placement warrant.

The Dinsdale Note is subject to customary events of

default, the occurrence of which automatically trigger the unpaid principal balance of the Dinsdale Note and all other sums payable with

regard to the Dinsdale Note becoming immediately due and payable.

The Dinsdale Note was issued pursuant to the exemption from registration

contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

July 11, 2022, the Company issued an unsecured promissory note (the “Burns Note”) in the principal amount of $500,000 to

Ursula Burns.

The Burns Note does not bear interest and is repayable in full upon consummation of the Company’s initial business

combination (a “Business Combination”).

Up to fifty percent (50%) of the principal of the Burns Note may be drawn down from

time to time at the Company’s option prior to August 25, 2022 and any or all of the remaining undrawn principal of the Burns Note

may be drawn down from time to time at the Company’s option after August 25, 2022, in each case in increments of not less than

If the Company does not complete a Business Combination, the Burns Note shall not be repaid and all amounts owed under it will

Upon the consummation of a Business Combination, Ms.

Burns shall have the option, but not the obligation, to convert the

principal balance of the Burns Note, in whole or in part, into private placement warrants (as defined in that certain Warrant Agreement,

dated March 18, 2021, by and between the Company and Continental Stock Transfer & Trust Company), at a price of $1.50 per private

placement warrant.

The Burns Note is subject to customary events of default, the occurrence of which automatically trigger the unpaid

principal balance of the Burns Note and all other sums payable with regard to the Burns Note becoming immediately due and payable.

March 16, 2023, the Company issued an unsecured promissory note in the total principal amount of up to $250,000 (the “Roy Note”)

Kanishka Roy, individually and as a member of Plum Partners LLC.

Roy funded the initial principal amount of $250,000 on March

The Roy Note does not bear interest and matures upon the consummation of the Company’s initial business combination with

one or more businesses or entities.

In the event the Company does not consummate a business combination, the Roy Note will be repaid

upon the Company’s liquidation only from amounts remaining outside of the Company’s trust account, if any.

The Roy Note is

subject to customary events of default, the occurrence of which automatically trigger the unpaid principal balance of the Roy Note and

all other sums payable with regard to the Roy Note becoming immediately due and payable.

connection with the Subscription Agreements (as described below), the Company issued unsecured promissory notes (“Convertible Promissory

Notes”), dated as of March 17, 2023, July 25, 2023, October 18, 2023, and November 12, 2023, in the principal amount of up to $1,500,000,

$1,090,000, $340,000,and $800,000, respectively, to Sponsor, which may be drawn down by the Company from time to time prior to the consummation

of the Company’s Business Combination.

The Convertible Promissory Notes do not bear interest, matures on the date of consummation

of the Business Combination and is subject to customary events of default.

The Convertible Promissory Notes will be repaid only to the

extent that the Company has funds available to it outside of its trust account established in connection with its initial public offering

and is convertible into private placement warrants of the Company at a price of $1.50 per warrant at the option of the Sponsor.

would be identical to the Private Placement Warrants.

The Company has evaluated the accounting treatment of the convertible notes under

The Company has determined that the conversion feature would be the only consideration to be provided to Sponsor if Sponsor

exercises the conversion feature.

As of December 31, 2023, the fair value of the conversion feature embedded in the Convertible Promissory

Note has been determined to have de minis value.

connection with the initial public offering and the exercise of the underwriter’s over-allotment

option, we incurred offering costs of approximately $18.3 million (including underwriting

commissions of approximately $6.3 million and deferred underwriting commissions of approximately

$11.2 million).

Other incurred offering costs consisted principally preparation fees related

to the initial public offering.

After deducting the underwriting discounts and commissions

(excluding the deferred portion, which amount will be payable upon consummation of the initial

business combination, if consummated) and the initial public offering expenses, $319.2 million

of the net proceeds from our initial public offering and certain of the proceeds from the

private placement of the private placement warrants (or $10.00 per Unit sold in the initial

public offering) was placed in the trust account, which amount was reduced to approximately

$35.6 million following redemptions in connection with the extraordinary general meetings

of shareholders held on March 15, 2023, and September 13, 2023.

The net proceeds of the initial

public offering and certain proceeds from the sale of the private placement warrants are

held in the trust account and invested as described elsewhere in this Report.

has been no material change in the planned use of the proceeds from the initial public offering and the sale of the private placement

warrants as is described in our final prospectus related to our initial public offering.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASERS OF EQUITY SECURITIES

Our shares of Common Stock and

public warrants are listed on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbols “VEEA” and “VEEAW”

respectively.

On March 28, 2025, the closing price of our Common Stock was $1.56 per

share and the closing price for our Warrants was $0.08 per warrant.

Holders of Record

As of March 14, 2025, we had 927 holders of record of our common stock

and 1 holder of record of Public Warrants and 5 holders of record of our Private Warrants.

The actual number of holders of our common

stock is greater than this number of record holders and includes stockholders who are beneficial owners, but whose shares are held in

street name by brokers or held by other nominees.

This number of holders of record also does not include stockholders whose shares may

be held in trust by other entities.

have never paid any cash dividends on our common stock.

We currently intend to retain all available funds and any future earnings for

use in the operation of our business and do not anticipate paying any cash dividends on our common stock in the foreseeable future.

future determination to declare dividends will be made at the discretion of our board of directors and will depend on our financial condition,

operating results, capital requirements, general business conditions and other factors that our board of directors may deem relevant.

Authorized for Issuance Under 2024 Plan

have adopted and approved the 2024 Plan.

Under the 2024 Plan, we may grant cash and equity incentive awards to eligible service providers

in order to attract, motivate and retain the talent for which we compete.

4,460,437 shares of Common Stock were initially reserved for

future issuance under the 2024 Plan, subject to increase by the lesser of three percent (3%) of the aggregate number of fully diluted

shares of Veea outstanding on the final day of the immediately preceding calendar year or such smaller number of shares as is determined

by the administrator of the 2024 Plan.

The following table sets forth certain information about the securities authorized for issuance

under our incentive plans as of December 31, 2024.

Plan Category

securities to

be issued upon

options, warrants and rights

available for

Equity compensation plans approved by security holders (1)

4,196,282 (2)

Equity compensation plans not approved by security holders (4)

Includes the Veea Inc.

2024 Equity Incentive Plan For further detail on our equity compensation plans, please See Note 10 - Stock Incentive Plans to the financial statements included elsewhere in this Annual Report.

405,580 shares subject to outstanding RSUs.

weighted average exercise price relates solely to outstanding stock option shares since shares

subject to RSUs have no exercise price.

do not have equity compensation plans not approved by our stockholders.

Sales of Unregistered Securities

the year ended December 31, 2024, all sales of unregistered securities by the Company have been previously reported on a Form 8-K or

Purchases of Equity Securities

did not repurchase any of our equity securities during the period covered by this Annual Report.

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 5. Market for Registrant’s Common Equity