What changed in this filing

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Item 9A. Controls and Procedures

2025-04-15 compared with 2024-03-01 · 2593 added, 2773 removed, 113 unchanged (98% of the section changed)

1 unchanged sentence

of Disclosure Controls and Procedures

controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed

under the Exchange Act is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and

Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to

our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding

required disclosure.

required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation

of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2023.

Based upon their

evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined

in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective due to the material weakness in our internal controls over

accounting and reporting complex financial instruments including the accounting for our subscription agreements, proper classification

of warrants as liabilities and redeemable Class A ordinary shares as temporary equity and prepaid expenses between current and non-current,

and under accrual of liabilities.

In light of this material weakness, we performed additional analysis as deemed necessary to ensure

that our financial statements were prepared in accordance with U.S.

generally accepted accounting principles.

Accordingly, management

believes that the financial statements included in this Annual Report present fairly in all material respects our financial position,

results of operations and cash flows for the period presented.

Our management, with the participation

of Allen Salmasi, our Chief Executive Officer, and Janice Smith, our Interim Chief Financial Officer and Chief Operating Officer, has

evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)

under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of the end of the period covered by this Annual

Based on such evaluation, our Chief Executive Officer and Interim Chief Financial Officer have concluded that as of December 31,

2024, our disclosure controls and procedures were effective at the reasonable assurance level.

Report on Internal Controls over Financial Reporting

required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing

and maintaining adequate internal control over financial reporting.

Our internal control over financial reporting is designed to provide

reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting

purposes in accordance with GAAP.

Our internal control over financial reporting includes those policies and procedures that:

pertain to the maintenance of records that, in reasonable

detail, accurately and fairly reflect the transactions and dispositions of the assets of our company,

provide reasonable assurance that transactions are

recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures

are being made only in accordance with authorizations of our management and directors, and

provide reasonable assurance regarding prevention or

timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial

of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our financial

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate

because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate.

Management assessed

the effectiveness of our internal control over financial reporting at December 31, 2023.

In making these assessments, management used

the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated

Framework (2013).

Management has concluded that our internal control over financial reporting was not effective at December 31, 2023

due to the material weakness in our internal controls during the year ended 2023 over accounting and reporting its Subscription Agreements

and during the year ended 2022 over accounting and reporting complex financial instruments including the proper classification of warrants

as liabilities and redeemable Class A ordinary shares as temporary equity and prepaid expenses between current and non-current, and under

accrual of liabilities.

These material weaknesses in our internal controls have not been remediated as of December 31, 2023.

of this material weakness, we performed additional analysis as deemed necessary to ensure that our unaudited interim financial statements

were prepared in accordance with U.S.

generally accepted accounting principles.

Accordingly, management believes that the financial statements

included in this Annual Report on Form 10-K present fairly in all material respects our financial position, results of operations and

cash flows for the periods presented.

Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm due to our status

as an emerging growth company under the JOBS Act.

As disclosed elsewhere in this Annual Report, we completed the Business

Combination on September 13, 2024.

Prior to the Business Combination our predecessor, Plum Acquisition Corp.

I, was a special purpose

acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization

or similar business combination with one or more businesses.

As a result, previously existing internal controls are no longer applicable

or comprehensive enough as of the assessment date, because Plum Acquisition Corp.

I’s operations prior to the Business Combination

were insignificant compared to those of the consolidated entity post-Business Combination.

As a result, management was unable, without

incurring unreasonable effort or expense, to complete an assessment of our internal control over financial reporting as of December 31,

Accordingly, we are excluding management’s report on internal control over financial reporting pursuant to Section 215.02

of the SEC Division of Corporate Finance’s Regulation S-K Compliance and Disclosure Interpretations.

in Internal Control over Financial Reporting

were no changes in our internal control over financial reporting during the most recent fiscal quarter that have materially affected,

or are reasonably likely to materially affect, our internal control over financial reporting.

were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange

Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal

control over financial reporting.

OTHER INFORMATION.

of Chief Operating Officer

April 12, 2023 , the Board of Directors appointed James Lynfield as the Company’s Chief Operating Officer .

Lynfield, 30, has

served as a partner of the Sponsor since May 2021.

Prior to joining the Sponsor, Mr.

Lynfield served as a private equity associate at

Cerberus Capital Management from August 2017 through April 2019 and as an investment banking analyst at Credit Suisse from July 2015

through June 2017.

Lynfield holds an undergraduate degree in Mathematics from Northwestern University and an MBA from Columbia Business

Lynfield will not receive any compensation from the Company in connection with his service as the Company’s Chief Operating Officer.

Lynfield will report to Messrs.

Roy and Dinsdale, who remain in charge of all of the Company’s principal business units, divisions

and functions and perform all policy-making functions at the Company.

Accordingly, Mr.

Lynfield is not an “executive officer”

of the Company as defined by Rule 3b-7 under the Securities Exchange Act of 1934, as amended.

March 17, 2023, July 25, 2023, October 18, 2023, and November 12, 2023, the Company issued unsecured promissory notes (“Convertible

Promissory Notes”) 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, mature on the date of consummation of the Business Combination and is subject to customary events

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.

The warrants would be identical to the Private Placement Warrants.

Convertible Promissory Notes were issued, and any private placement warrants and underlying shares will be issued, pursuant to the exemption

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

the quarterly period ended December 31, 2024, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange

Act) adopted or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,”

as each term is defined in Item 408 of Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

Directors, Executive Officers and Corporate Governance Directors and Executive Officers

directors and officers are as follows:

Co-Chief Executive Officer, and Director

Mike Dinsdale

Co-Chief Executive Officer,

Chief Financial Officer, and Director

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.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following table sets forth the name and age as of March 14, 2025,

and position of the individuals who currently serve as directors and executive officers of the Company.

The following also includes certain

information regarding the individual experience, qualifications, attributes and skills of our directors and executive officers as well

as brief statements of those aspects of our directors’ backgrounds that led us to conclude that they are qualified to serve as directors.

Allen Salmasi

Chief Executive Officer,

Chairman of the Board

Chief Operating Officer

and Interim Chief Financial Officer

Michael Salmasi

Chief Executive Officer

of Veea Solutions Inc., Director

Chief Commercial Officer

Non-Employee Directors

Douglas Maine

Helder Antunes

Salmasi is the Chairman of the Board and CEO at Veea.

Prior to co-founding Veea in 2014, Mr.

Salmasi was the Chairman, Chief Executive

Officer and President of NextWave Telecom Inc.

and, its spin-off, NextWave Wireless Inc.

(“ NextWave ”), a San

Diego-based company that he founded in 1996.

In partnership with MCI Communications Corporation, NextWave developed and substantially

implemented the first Mobile Virtual Network Operator (“ MVNO ”) service in the US.

NextWave also acquired substantial

spectrum assets in the US and other countries between 1996 and 2007.

NextWave Telecom was acquired by Verizon in 2005 and, its spin-off,

NextWave Wireless was acquired by AT&T in 2013.

NextWave, through its wholly owned subsidiaries, also pioneered several products

and technologies that were acquired at various times such as an all IP-based packet-switched wireless broadband network equipment and

devices based on TD-CDMA and OFDMA waveforms (4G/5G) as well as mobile media and streaming software platform that was adopted by Google

for Android devices.

During 2000s, its TD-CDMA was deployed in Eastern Europe as a “wireless Internet” network by Deutsche

Telekom and in New York metro area, with an upgrade to 4G LTE as a public safety network after 9/11 (“ NYCWiN ”)

with Northrop Grumman.

Beginning 1988, at Qualcomm Incorporated, he served in various positions as the first President of its wireless

business division (QCT), Chief Strategy Officer and a member of the Board of Directors, where he initiated and led the business development

activities for the first digital cellular products, including its chipset and handset developments and production, based on Code Division

Multiple Access (“ CDMA ”) technology, which became the first global wireless standard as 3G and gave birth to

Prior to Qualcomm, from 1983 to 1988, Mr.

Salmasi was the Chief Executive Officer and President of Omninet Corporation,

which developed and launched OmniTRACS product and services in 1985.

As the first large scale commercial application of spread spectrum

communications incorporating CDMA, OmniTRACS became the world’s first and largest commercial terrestrial mobile satellite communications

service for two-way messaging, SCADA (IoT) and position reporting service.

Omninet entered into a contract with Qualcomm, immediately

after its formation in 1985, to manufacture OmniTRACS and then merged with Qualcomm in 1988.

He holds two Bachelor of Science degrees

with honors in Electrical Engineering and Business Management and Economics from Purdue University and two Master of Science degrees

in Electrical Engineering and Applied Mathematics from Purdue University and the University of Southern California, respectively.

Smith is our Chief Operating Officer and Interim Chief Financial Officer.

Smith joined Veea in 2018.

From February 2014 to

June 2018, Ms.

Smith was Chief Administrative Officer of NLabs Inc., an affiliate of Veea.

Prior to joining NLabs, Ms.

Smith was SVP,

Chief Risk Officer and Head of Governmental Affairs for Overseas Ship holding Group, Inc., the former largest NYSE-listed crude oil and

petroleum product transportation company, where she was responsible for the enterprise risk management function, establishing and executing

legislative agenda, including management of the firm’s “PAC” and supervising outside lobbyists.

Prior to OSG, Ms.

was a corporate partner in the New York office of global law firm Proskauer Rose where her practice focused on mergers and acquisitions,

corporate finance and securities law transactions.

Smith holds a BBA from Iona College, a JD from Fordham Law School.

Tubinis is our Chief Commercial Officer.

Tubinis joined Veea in 2020.

He is a seasoned technology executive recognized

for building and managing global product and services organizations.

He has broad experience in virtualized and cloud-based fixed and

mobile service delivery (voice, video, data and IoT), and has worked in engineering management, product management, business development,

and strategic planning and partnering over his career.

He served as SVP of SeaChange International, an OTC-listed supplier of video delivery

software, from October 2016 to January 2019;

as the Chairman of the Board of Airfusion, a private AI driven data analytics company, from

2016 to 2020;

and as a director of Classco, Inc., a specialist in Calling Line ID technologies, from 1996 to 2019.

Since 2022, he has

served as an advisor of zTouch, LLC, a private AI based network optimization and automation company.

At Alcatel-Lucent (via acquisition

of WaterCove Networks), Cedar Point Communications, Savant, SeaChange International and now Veea, Mr.

Tubinis enjoys working with

industry thought leaders to deliver innovative, award-winning solutions.

Tubinis holds an MSEE/Computer Engineering and Communications

from Massachusetts Institute of Technology (MIT) and a BSEE from Boston University.

Salmasi serves as a member of the Board.

Michael Salmasi is a co-founder of Veea Inc.

and has served on its board of directors since

its inception.

Michael has also served as CEO of Veea Solutions Inc., a subsidiary of Veea Inc., since 2013.

In this role, Mr.

plays a leading role in a variety of initiatives and engages with the company’s business partners to deliver edge computing solutions

to customers in a range of projects, including Smart Retail, Smart Buildings, and Smart Agriculture.

Prior to co-founding Veea Inc.,

Salmasi worked at UBS Financial Services from 2009 to 2012.

Salmasi holds a Master of Business Administration from

New York University Stern School of Business.

Maine serves as a member of the Board.

Maine joined International Business Machines Corporation (“ IBM ”)

in 1998 as Chief Financial Officer following a 20-year career with MCI (now part of Verizon) where he was Chief Financial Officer from

He was named General Manager of ibm.com in 2000 and General Manager, Consumer Products Industry in 2003 and retired from IBM

Maine previously served as a director of the following public companies:

Acreage Holdings from 2018-2023;

Albemarle Corporation

from 2015 to 2020, Orbital-ATK, Inc.

from 2006-2017, BroadSoft, Inc.

from 2006-2017 and Rockwood Holdings, Inc.

from 2005-2015.

is a former two-term member of the Standing Advisory Group of the Public Company Accounting Oversight Board.

Maine holds a BS from

Temple University and an MBA from Hofstra University.

Maine is also a Columbia Business School Executive in Residence.

Roy serves as a member of the Board.

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

investment banker, public company executive, and growth investor.

From 2014 to 2019, Mr.

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

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

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 geographies.

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 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.

Dinsdale 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 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.

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 in 2019);

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.

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

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

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 geographies.

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, 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.

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.

Chow 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 California.

and Terms of Office of Officers and Directors

board of directors is divided into three classes, with only one class of directors being elected in each year, and with each class (except

for those directors appointed prior to our first annual meeting of shareholders) serving a three-year term.

In accordance with the

Nasdaq corporate governance requirements, we are not required to hold an annual meeting until one year after our first fiscal year end

following our listing on Nasdaq.

The term of office of the first class of directors, consisting of Mr.

Black and Ms.

expire at our first annual meeting of shareholders.

The term of office of the second class of directors, consisting of Mr.

will expire at our second annual meeting of shareholders.

The term of office of the third class of directors, consisting of Mr.

Dinsdale, will expire at our third annual meeting of shareholders.

to the completion of an initial business combination, any vacancy on the board of directors may be filled by a nominee chosen by holders

of a majority of our founder shares.

In addition, prior to the completion of an initial business combination, holders of a majority of

our founder shares may remove a member of the board of directors for any reason.

to an agreement entered into on or prior to the closing of the Initial Public Offering, our Sponsor, upon and following consummation

of an initial business combination, will be entitled to nominate three individuals for election to our board of directors, as long as

the Sponsor holds any securities covered by the registration and shareholder rights agreement.

officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms

Our board of directors is authorized to appoint persons to the offices set forth in our amended and restated memorandum and

articles of association as it deems appropriate.

Our amended and restated memorandum and articles of association will provide that our

officers may consist of one or more chairman of the board, chief executive officer, president, chief financial officer, vice presidents,

secretary, treasurer and such other offices as may be determined by the board of directors.

listing standards require that a majority of our board of directors be independent.

Our board of directors has determined that Mr.

Black and Ms.

Chow are “independent directors” as defined in the Nasdaq listing standards.

Our independent directors

will have regularly scheduled meetings at which only independent directors are present.

of the Board of Directors

board of directors has three standing committees:

an audit committee, a nominating committee and a compensation committee.

phase-in rules and a limited exception, the rules of Nasdaq and Rule 10A-3 of the Exchange Act require that the audit

committee of a listed company be comprised solely of independent directors.

Subject to phase- in rules and a limited exception, the rules

of Nasdaq require that the compensation committee and the nominating committee of a listed company be comprised solely of independent

have established an audit committee of the board of directors.

Black and Ms.

Chow serve on our audit committee.

Our board of directors has determined that Mr.

Black and Ms.

Chow are independent under the Nasdaq listing standards

and applicable SEC rules.

Sama serves as the Chairman of the audit committee.

the Nasdaq listing standards and applicable SEC rules, all the directors on the audit committee must be independent.

Each member of the

audit committee is financially literate and our board of directors has determined that qualifies as an “audit committee financial

expert” as defined in applicable SEC rules.

audit committee is responsible for:

with our independent registered public accounting firm regarding, among other issues, audits,

and adequacy of our accounting and control systems;

the independence of the independent registered public accounting firm;

the rotation of the lead (or coordinating) audit partner having primary responsibility for

the audit and the audit partner responsible for reviewing the audit as required by law;

and discussing with management our compliance with applicable laws and regulations;

● pre-approving all

audit services and permitted non-audit services to be performed by our independent registered

public accounting firm, including the fees and terms of the services to be performed;

or replacing the independent registered public accounting firm;

● determining

the compensation and oversight of the work of the independent registered public accounting

firm (including resolution of disagreements between management and the independent registered

public accounting firm regarding financial reporting) for the purpose of preparing or issuing

an audit report or related work;

● establishing

procedures for the receipt, retention and treatment of complaints received by us regarding

accounting, internal accounting controls or reports which raise material issues regarding

our financial statements or accounting policies;

compliance on a quarterly basis with the terms of the Initial Public Offering and, if any

noncompliance is identified, immediately taking all action necessary to rectify such noncompliance

or otherwise causing compliance with the terms of the Initial Public Offering;

and approving all payments made to our existing shareholders, executive officers or directors

and their respective affiliates.

Any payments made to members of our audit committee will

be reviewed and approved by our board of directors, with the interested director or directors

abstaining from such review and approval.

have established a nominating committee of our board of directors.

The members of our nominating committee are Mr.

Chow, and Ms.

Chow serves as chairman of the nominating committee.

Under the Nasdaq listing standards, we are required to

have a nominating committee composed entirely of independent directors.

Our board of directors has determined that Mr.

Chow are independent under the Nasdaq listing standards.

nominating committee is responsible for overseeing the selection of persons to be nominated to serve on our board of directors.

The nominating

committee considers persons identified by its members, management, shareholders, investment bankers and others.

for Selecting Director Nominees

guidelines for selecting nominees, which is specified in our nominating committee charter, generally provides that persons to be nominated:

have demonstrated notable or significant achievements in business, education, or public service;

possess the requisite intelligence, education and experience to make a significant contribution

to the board of directors and bring a range of skills, diverse perspectives and backgrounds

to its deliberations;

have the highest ethical standards, a strong sense of professionalism and intense dedication

to serving the interests of the shareholders.

nominating committee will consider a number of qualifications relating to management and leadership experience, background and integrity

and professionalism in evaluating a person’s candidacy for membership on the board of directors.

The nominating committee may require

certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and

will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members.

Roy holds an undergraduate

degree in Electrical & Computer Engineering and an MBA from the Tuck School of Business at Dartmouth.

Black serves as a member of the Board.

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, Matillion, and Plum

Acquisition Corp.

He holds a Bachelor 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.

Antunes serves as a member of the Board.

Antunes is an entrepreneur, technologist, and executive with over 30 years of experience

in Silicon Valley and around the world.

Currently he serves as CEO of Crowdkeep, an Internet of Things (IoT) company specializing in

asset, people, and condition tracking across multiple industries.

Antunes previously served as a Cisco executive for over 20 years,

crucial in leading corporate innovation and in the development of many of Cisco’s many security products, such as IoS imbedded

security, Cisco Virtual Office (CVO), and Dynamic Multipoint VPN, as well as leading projects like Cisco Connected Car, founding the

OpenFog Consortium, and developing the reference architecture for all things IoT.

A renowned expert in data security, Internet of Things

(IoT), fog computing, and disruptive innovation, Mr.

Antunes speaks at numerous conferences and symposiums around the world every year

and has presented to the U.S.

Congress, and the parliaments of countries like Norway and Portugal on the topics of technology and innovation.

Antunes has also served as an advisor to the Government of Portugal and the Regional Government of the Azores, counseling on the

topics of stimulating high tech development, fostering investment environments, and promoting science & technology education.

Cohen serves as a member of the Board.

Cohen is an experienced business leader with a background in global management.

currently serves on the Board of Trustees for Northwell Health.

Cohen has previously served on the President’s Council for

Union College, the Global Advisory Board of Ragon Institute of MGH, MIT and Harvard, the Global Advisory Council of African Leadership

University, US Advisory Council of African Leadership Academy, and Director and Treasurer of Gift of Hope USA.

Cohen has been retired

Prior to retirement, Mr.

Cohen was employed with IBM Corporation from 1978 to 2014 (with an 18-month gap).

During his time

at IBM Corporation, Mr.

Cohen served as General Manager, Global Communications Sector, Chairman of IBM Africa, and Executive Leader of

Global Alliances, among other roles.

Cohen led IBM Corporation’s $12 billion business with telecommunications, energy and utilities,

and media and entertainment clients worldwide, with particular focus in leading the development in Africa.

Prior to that Mr.

as General Manager of IBM’s Pervasive Computing (IoT) business unit and before that was Vice President of Strategy.

Cohen managed critical partnerships with businesses like SAP, Cisco, and Oracle.

Cohen holds an MBA in Finance from New York

University and a Bachelor of Science in Economics and Psychology from Union College.

Cohen is independent as defined under the applicable

Nasdaq rules.

Cohen is qualified to serve on the board because of his long-time global business experience and leadership experiences.

Relationships

Except for Allen Salmasi, our

CEO and chairman, who is the father of, Michael Salmasi, our director and Chief Executive Officer of our subsidiary, Veea Solutions,

Inc., there are no family relationships between any of the executive officers or directors of the Company.

or Officer Involvement in Certain Prior Legal Proceedings

directors and executive officers were not involved in any legal proceedings as described in Item 401(f) of Regulation S-K in the past

Composition and Election of Directors

board of directors currently consists of seven members.

Under our amended and restated bylaws, the number of directors will be determined

from time to time by our board of directors.

listing rules require that a majority of the board of directors of a company listed on Nasdaq be composed of “independent directors,”

which is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having

a relationship, which, in the opinion of the company’s board of directors, would interfere with the director’s exercise of

independent judgment in carrying out the responsibilities of a director.

The Company’s Board has determined that each of Douglas

Maine, Kanishka Roy, Gary Cohen and Alan Black is an independent director under the Nasdaq listing rules and Rule 10A-3 of the Exchange

In making these determinations, the Board considered the current and prior relationships that each non-employee director had with

Veea and has with the Company and all other facts and circumstances the Board deemed relevant in determining independence, including

the beneficial ownership of our Common Stock by each non-employee director.

Board of Directors

accordance with our amended and restated certificate of incorporation and amended and restated bylaws, our board of directors is divided

into three classes with staggered, three-year terms.

At each annual meeting of stockholders, the successors to directors whose terms

then expire will be elected to serve from the time of election and qualification until the third annual meeting following election.

directors are divided among the three classes as follows:

the Class I directors are Gary Cohen and Michael Salmasi, and their terms will expire at our annual meeting of stockholders in 2027

Class II directors are Douglas Maine, Helder Antunes, and Alan Black, and their term will

expire at our annual meeting of stockholders in 2025, and

Class III directors are Allen Salmasi and Kanishka Roy, and their terms will expire at the

annual meeting of stockholders in 2026.

amended and restated certificate of incorporation and amended and restated bylaws provide that the authorized number of directors may

be changed only by resolution of the board of directors.

Any additional directorships resulting from an increase in the number of directors

will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors.

division of our board of directors into three classes with staggered three-year terms may delay or prevent a change of our management

or a change in control of our company.

Our directors may be removed only for cause by the affirmative vote of the holders of at least

two-thirds of our outstanding voting stock entitled to vote in the election of directors.

Leadership Structure

The Board does not have a policy about whether the roles of Chairman

of the Board and Chief Executive Officer should be separate or combined.

Rather, the Board has flexibility to annually choose the leadership

structure that it believes will provide the most effective leadership and oversight for the company and its growth strategy.

The Nominating

committee does not distinguish among nominees recommended by shareholders and other persons.

have established a compensation committee of our board of directors.

The members of our compensation

committee are Mr.

Black and Ms.

Black serves as chairman

of the compensation committee.

the Nasdaq listing standards, we are required to have a compensation committee composed entirely of independent directors.

of directors has determined that Mr.

Black and Ms.

Chow are independent under the Nasdaq listing standards.

have adopted a compensation committee charter, which details the principal functions of the compensation committee, including:

and approving on an annual basis the corporate goals and objectives relevant to our executive

officers’ performance in light of such goals and objectives and determining and approving

the remuneration (if any) of our executive officers, based on such evaluation;

and approving the compensation of all of our other Section 16 executive officers;

our executive compensation policies and plans;

● implementing

and administering our incentive compensation equity-based remuneration plans;

management in complying with our proxy statement and annual report disclosure requirements;

all special perquisites, special cash payments and other special compensation and benefit

arrangements for our executive officers and employees;

a report on executive compensation to be included in our annual proxy statement;

evaluating and recommending changes, if appropriate, to the remuneration for directors.

charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant,

legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such

However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the

compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.

and Governance Committee routinely reviews our governance practices and Board leadership structure, and the Board selects the structure

that it believes provides the most effective leadership and oversight for the company.

of the Board in Risk Oversight

the key functions of the Board is informed oversight of the Company’s risk management process.

The Board does not have a standing

risk management committee but rather administers this oversight function directly through the Board as a whole, as well as through various

standing committees of the Board that address risks inherent in their respective areas of oversight.

For example, the Company’s

audit committee is responsible for overseeing the management of risks associated with the Company’s financial reporting, operational,

privacy and cybersecurity, competition, legal, regulatory, compliance and reputational matters;

and the Company’s compensation

committee oversees the management of risks associated with our compensation policies and programs.

of the Board of Directors

standing committees of Company’s Board consists of an Audit Committee, a Compensation Committee, and a Nominating and Corporate

Governance Committee.

The composition of each committee following the Business Combination is set forth below.

Company’s Audit Committee has been established in accordance with Section 3(a)(58)(A) of the Exchange Act and consists of Douglas

Maine, Gary Cohen and Alan Black, each of whom is an independent director and is “financially literate” as defined under

the Nasdaq listing standards.

Douglas Maine serves as chair of the Audit Committee.

The Company’s Board has determined that Mr.

Maine qualifies as an “audit committee financial expert,” as defined under rules and regulations of the SEC.

Company’s Compensation Committee consists of Gary Cohen and Douglas Maine, each of whom is an independent director under Nasdaq’s

listing standards, and Gary Cohen serves as chair of the Compensation Committee.

and Corporate Governance Committee

Company’s Nominating and Corporate Governance Committee consists of Kanishka Roy and Alan Black, each of whom is an independent

director under Nasdaq’s listing standards, and Kanishka Roy serves as the chair of the Nominating and Corporate Governance Committee.

The Nominating and Corporate Governance Committee is responsible for overseeing the selection of persons to be nominated to serve on

The Nominating and Corporate Governance Committee considers persons identified by its members, management, shareholders, investment

bankers and others.

guidelines for selecting nominees, including nominees who will permit the Continuing Company to comply with applicable California and

Nasdaq diversity standards, are specified in the Nominating and Corporate Governance Committee Charter.

Committee Interlocks and Insider Participation

of our executive officers currently serves, and in the past year has not served, as a member of the compensation committee of any entity

that has one or more executive officers serving on our board of directors.

of Business Conduct and Ethics

have adopted a code of ethics applicable to our directors, officers and employees (“ Code of Ethics ”).

of the Code of Ethics will be provided without charge upon request from us.

We intend to disclose any amendments to or waivers of certain

provisions of our Code of Ethics in a Current Report on Form 8-K.

Section 16(a) Beneficial

Ownership Reporting Compliance

Section 16(a) of

the Exchange Act requires our officers, directors and persons who beneficially own more than ten percent (10%) of our Ordinary Shares

to file reports of ownership and changes in ownership with the SEC.

These reporting persons are also required to furnish us with

copies of all Section 16(a) forms they file.

Cayman Islands Companies Law, directors and officers owe the following fiduciary duties:

to act in good faith in what the director or officer believes to be in the best interests

of the company as a whole;

to exercise powers for the purposes for which those powers were conferred and not for a collateral

(iii) directors

should not improperly fetter the exercise of future discretion;

to exercise powers fairly as between different sections of shareholders;

not to put themselves in a position in which there is a conflict between their duty to the

company and their personal interests;

to exercise independent judgment.

addition to the above, directors also owe a duty of care which is not fiduciary in nature.

This duty has been defined as a requirement

to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person

carrying out the same functions as are carried out by that director in relation to the company and the general knowledge skill and experience

of that director.

set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing,

or to otherwise benefit as a result of their position.

However, in some instances what would otherwise be a breach of this duty can be

forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors.

This can be done by

way of permission granted in the memorandum and articles of association or alternatively by shareholder approval at shareholder meetings.

of our officers and directors presently have, and any of them in the future may have additional, fiduciary and contractual duties to

other entities.

As a result, 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, then, subject to their fiduciary duties

under Cayman Islands law, he or she will need to honor such fiduciary or contractual obligations to present such business combination

opportunity to such entity before we can pursue such opportunity.

If these other entities decide to pursue any such opportunity, we may

be precluded from pursuing the same.

However, we do not expect these duties to materially affect our ability to complete our initial

business combination.

Our Existing Governing Documents provide that, to the fullest extent permitted by applicable law:

(i) no individual

serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging

directly or indirectly in the same or similar business activities or lines of business as us;

and (ii) we renounce any interest

or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate

opportunity for any director or officer, on the one hand, and us, on the other.

addition, our Sponsor, 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.

Any such companies,

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

However, we do not

believe that any potential conflicts would materially affect our ability to complete our initial business combination.

is a table summarizing the entities to which our executive officers and directors currently have fiduciary duties, contractual obligations

or other material management relationships:

Mike Dinsdale

Akkadian Ventures, LLC

Investment, Management & Fundraising

Venture Partner

Financial Technology

Plum Acquisition Corp III

Special Purpose Acquisition Company

President, Chief Executive Officer, Secretary

and Treasurer and Board Member

Warburg Pincus LLC

Private Equity

Senior Advisor

Blue River Acquisition Corp

Special Purpose Acquisition Company

Valhalla Ventures

Private Equity

Vice Chairman

Surfspray Capital, LLC

Matillion Ltd

Plum Acquisition Corp III

Special Purpose Acquisition Company

LiverRamp Holdings Inc

investors should also be aware of the following other potential conflicts of interest:

officers and directors are not required to, and will not, commit their full time to our affairs,

which may result in a conflict of interest in allocating their time between our operations

and our search for a business combination and their other businesses.

We do not intend to

have any full-time employees prior to the completion of our initial business combination.

Each of our executive officers and directors is engaged in several other business endeavors

for which he or she may be entitled to substantial compensation, and our executive officers

and directors are not obligated to contribute any specific number of hours per week

to our affairs.

Our Sponsor purchased founder

shares prior to the date of our Initial Public Offering and our Sponsor purchased Private Placement Warrants in a transaction that

closed simultaneously with the closing of our Initial Public Offering.

Our Sponsor and each member of our management team have entered

into agreements 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.

● Additionally,

our Sponsor and other initial shareholders have agreed to waive their rights to liquidating

distributions from the Trust Account with respect to their founder shares if we fail to complete

our initial business combination within the prescribed time frame or any extended period

of time that we may have to consummate an initial business combination as a result of an

amendment to our Existing Governing Documents.

If we do not complete our initial business

combination within the prescribed time frame, the Private Placement Warrants will expire

Except as described herein, our Sponsor and our directors and executive officers

have agreed not to transfer, assign or sell any of their founder shares until the earliest

of (A) one year after the completion of our initial business combination and (B) subsequent

to our initial business combination, (x) if the closing price of our Class A ordinary

shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations,

reorganizations, recapitalizations and the like) for any 20 trading days within any

30-trading day period commencing at least 150 days after our initial business combination,

or (y) the date on which we complete a liquidation, merger, share exchange, reorganization

or other similar transaction that results in all of our Public Shareholders having the right

to exchange their Ordinary Shares for cash, securities or other property.

Except as described

herein, the Private Placement Warrants will not be transferable until 30 days following

the completion of our initial business combination.

Because each of our executive officers

and directors own Ordinary Shares or Warrants directly or indirectly, they 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.

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 was

included by a target business as a condition to any agreement with respect to our initial

business combination.

In addition, our Sponsor, officers and directors may sponsor, form

or participate in other blank check companies similar to ours during the period in which

we are seeking an initial business combination.

Any such companies may present additional

conflicts of interest in pursuing an acquisition target, particularly in the event there

is overlap among investment mandates.

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.

on the date our securities are first listed on Nasdaq, we have accrued an amount of $10,000

per month to reimburse our Sponsor or an affiliate of our Sponsor for office space, secretarial

and administrative services provided to us.

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.

cannot assure you that any of the above-mentioned conflicts will be resolved in our favor.

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.

on Liability and Indemnification of Officers and Directors

Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification

of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public

policy, such as to provide indemnification against willful default, willful neglect, civil fraud or the consequences of committing a

The Existing Governing Documents provide for indemnification of our officers and directors to the maximum extent permitted by

law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful

We expect to purchase a policy of directors’ and officers’ liability insurance that insures our officers and directors

against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify

our officers and directors.

officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the Trust Account,

and have agreed to waive any right, title, interest or claim of any kind they may have in the future as a result of, or arising out of,

any services provided to us and will not seek recourse against the Trust Account for any reason whatsoever (except to the extent they

are entitled to funds from the trust account due to their ownership of Public Shares).

Accordingly, any indemnification provided will

only be able to be satisfied by us if (i) we have sufficient funds outside of the Trust Account or (ii) we consummate an initial

business combination.

indemnification obligations may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their

fiduciary duty.

These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and

directors, even though such an action, if successful, might otherwise benefit us and our shareholders.

Furthermore, a shareholder’s

investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors

pursuant to these indemnification provisions.

believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced

officers and directors.

of the members of the Company’s compensation committee has ever been an executive officer or employee of the Company.

Company’s executive officers currently serve, or have served during the last completed fiscal year, on the compensation committee

or board of directors of any other entity that has one or more executive officers that will serve as a member of the Board or compensation

Governance Guidelines and Code of Business Conduct

Board has adopted Corporate Governance Guidelines that address items such as the qualifications and responsibilities of its directors

and director candidates and corporate governance policies and standards applicable.

In addition, the Board has adopted a Code of Business

Conduct and Ethics that applies to all of its employees, officers and directors, including its Chief Executive Officer, Chief Financial

Officer and other executive and senior financial officers.

The full text of the Company’s Corporate Governance Guidelines and its

Code of Business Conduct and Ethics are posted on the Corporate Governance portion of the Company’s website at www.veea.com .

Information contained on or accessible through the Company’s website is not a part of this Annual Report, and the inclusion of

the Company’s website address in this Annual Report is an inactive textual reference only.

The Company intends to make any legally

required disclosures regarding amendments to, or waivers of, provisions of its code of ethics on its website rather than by filing a

Current Report on Form 8-K.

Trading Policies

On September 13, 2024, the Company adopted insider trading policies

and procedures governing the purchase, sale, and/or other dispositions of our securities by directors, officers and employees, which are

reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable Nasdaq listing standards (the

“ Insider Trading Policy ”).

foregoing description of the Insider Trading Policy does not purport to be complete and is qualified in its entirety by the terms and

conditions of the Insider Trading Policy, a copy of which is attached hereto as Exhibit 19.1 and is incorporated herein by reference.

EXECUTIVE COMPENSATION

Officer and Director Compensation

of our executive officers or directors have received any cash compensation for services rendered to us.

Commencing on the date that our

securities are first listed on Nasdaq through the earlier of consummation of our initial business combination and our liquidation, we

will reimburse our Sponsor or an affiliate of our Sponsor for office space, secretarial and administrative services provided to us in

the amount of $10,000 per month.

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.

In addition, our Sponsor, executive officers, directors, or their respective affiliates will

be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target

businesses and performing due diligence on suitable business combinations.

Our audit committee will review periodically all payments

that were made by us to our Sponsor, executive officers, directors, or their affiliates.

Any such payments prior to an initial business

combination will be made using funds held outside the trust account.

Other than periodic audit committee review of such reimbursements,

we do not expect to have any additional controls in place governing our reimbursement payments to our directors and executive officers

for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and consummating

an initial business combination.

Other than these payments and reimbursements, no compensation of any kind, including finder’s

and consulting fees, will be paid by the company to our Sponsor, executive officers and directors, or their respective affiliates, prior

to completion of our initial business combination.

the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting

or management fees from the combined company.

All of these fees will be fully disclosed to shareholders, to the extent then known, in

the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed business combination.

We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of

It is unlikely the amount of such compensation will be known at the time of the proposed business combination because the

directors of the post-combination business will be responsible for determining executive officer and director compensation.

Any compensation

to be paid to our executive officers will be determined, or recommended to the board of directors for determination, either by a compensation

committee constituted solely by independent directors or by a majority of the independent directors on our board of directors.

do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation

of our initial business combination, although it is possible that some or all of our executive officers and directors may negotiate employment

or consulting arrangements to remain with us after our initial business combination.

The existence or terms of any such employment or

consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting

a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business

combination will be a determining factor in our decision to proceed with any potential business combination.

We are not party to any

agreements with our executive officers and directors that provide for benefits upon termination of employment.

Security Ownership of Certain Beneficial Owners and management and Related Shareholder Matters

following table sets forth information regarding the beneficial ownership of our ordinary shares as of February 26, 2024, based on information

obtained from the persons named below, with respect to the beneficial ownership of our ordinary shares, by:

person known by us to be the beneficial owner of more than 5% of our outstanding ordinary shares;

of our executive officers and directors that beneficially owns our ordinary share;

our executive officers and directors as a group.

the table below, percentage ownership is based on 7,980,409 Class A ordinary shares outstanding as of February 26, 2024.

Unless otherwise

indicated, we believe that all persons named in the table have sole voting and investment power with respect to all of our ordinary shares

beneficially owned by them.

Voting power represents the voting power of Class A ordinary shares owned beneficially by such person.

A ordinary shares

Beneficial Owner(1)

Five Percent Holders

Partners, LLC(2)

Directors and executive

Officers of Plum

are currently considered a “smaller reporting company” for purposes of the SEC’s executive compensation and other disclosure

In accordance with such rules, we are required to provide a Summary Compensation Table and an Outstanding Equity Awards at Fiscal

Year End Table, as well as limited narrative disclosures.

Our policies with respect to the compensation of our executive officers

are administered by the board of directors our Compensation Committee.

The compensation policies we follow are designed to provide for

compensation that is sufficient to attract, motivate and retain executives and to establish an appropriate relationship between executive

compensation and the creation of shareholder value.

In addition to the guidance provided by the compensation committee, the board of directors

may utilize the services of third parties from time to time in connection with the recruiting, hiring and determination of compensation

awarded to executive employees.

is a policy of our Board that the Compensation Committee will, to the extent permitted by governing law, have the sole and absolute authority

to make retroactive adjustments to any cash or equity-based incentive compensation paid to executive officers and certain other officers

where the payment was predicated upon the achievement of certain financial results that were subsequently the subject of a restatement.

Where applicable, the Company will seek to recover any amount determined to have been inappropriately received by the individual executive.

We have adopted a Compensation Recovery Policy in accordance with applicable

Nasdaq rules, a copy of which is filed as the Exhibit 97.1 to this Annual Report.

It is generally our policy that the Company will recoup

any incentive compensation erroneously awarded to any current or former executive officers due to material noncompliance with any financial

reporting requirement under applicable securities laws during the three completed fiscal years immediately preceding the date the Company

determines that an accounting restatement is required.

Policies and Practices Related to the Grant

of Certain Equity Awards Close in Time to the Release of Material Non-Public Information

The Company does not maintain a policy on the timing

of awards of options in relation to the disclosure of material nonpublic information.

Our board and compensation committee did not take

into account any material nonpublic information in determining the timing of the equity awards made to our NEOs in 2024.

We did not time

the disclosure of material nonpublic information for the purpose of affecting the value of our executive compensation in 2024.

have also included the material elements of compensation awarded to, earned by or paid to other officers of the company that may be named

executive officers of the Business Combination.

Together, these officers are referred to as our “ named executive officers ”

Other than as set forth in the table and described more fully below,

during the fiscal year ended December 31, 2024, Veea did not pay any fees, make any equity awards or non-equity awards, or pay any other

compensation to the named executive officers.

The compensation reported in this summary compensation table below is not necessarily indicative

of how we will compensate our named executive officers in the future.

We expect that we will continue to review, evaluate and modify our

compensation framework as a result of becoming a publicly-traded company, and our compensation program following the consummation of the

Business Combination could vary significantly from our historical practices.

Compensation Table

Name and Principal Position

Compensation (2)

Allen Salmasi

Chief Executive Officer

Chief Operating Officer

Chief Commercial Officer

The amounts reported in this column do not reflect

dollar amounts actually received by our named executive officers.

Instead, these amounts reflect the grant date fair value of each

stock option award granted, computed in accordance with the provisions of FASB ASC Topic 718.

See Note 10, Stock Incentive Plans

to the accompanying consolidated financial statements included elsewhere in this Annual Report for the assumptions used in calculating

the grant date fair value of the stock option awards reported in this column.

of Company 401(k) matching contributions.

of a special cash bonus in recognition of exceptional performance by Ms.

Smith in 2024.

NEO Employment Agreements

Salmasi, as founder and Chief Executive Officer of Veea and largest stockholder, has largely controlled all significant decisions of

Veea since its inception.

Because of this unique role, Mr.

Salmasi previously was not a party to an employment agreement or letter agreement

and prior to December 2024, Mr.

Salmasi received no salary or equity awards since Veea’s inception.

Smith does not have a

written employment agreement with Veea.

On December 31, 2019, Private

Veea entered into an offer letter with Mr.

Tubinis, pursuant to which Mr.

Tubinis began serving as Chief Commercial Officer.

letter provides for an indefinite term of employment.

Pursuant to the offer letter, Mr.

Tubinis was entitled to an initial annual salary

Each of the NEOs is eligible

to participate in a number of Company-sponsored benefit plans, programs and arrangements.

Equity Awards at Year-End

following table provides information on outstanding equity awards as of December 31, 2024 to our NEOs.

of shares or units of stock that have not vested

value of shares or units of stock that have not vested

incentive plan awards:

Number of unearned shares, units or other rights that have not vested

Incentive Plan awards:

Market or payout value of unearned shares, units or other rights that have not vested

Allen Salmasi

of securities underlying unexercised options

unexercisable

incentive plan awards:

number of securities underlying unexercised unearned options

exercise price

expiration date

Allen Salmasi

Mark Tubinis (3)

(1) All equity awards held by Mr., Salmasi are

fully vested.

(2) All equity awards held by Ms.

fully vested.

equity awards held by Mr.

Tubinis are fully vested.

Disclosure to Summary Compensation Table

Base Salaries

In 2024 and 2023, as applicable,

the named executive officers received annual base salaries to compensate them for services rendered to the Company.

The base salary payable

to each named executive officer is intended to provide a fixed component of compensation reflecting the executive’s skill set, experience,

role and responsibilities.

In 2023 the annual base salaries

Smith and Mr.

Michael Salmasi were $250,000, $210,000 and $240,000, respectively and remained unchanged in 2024.

Allen Salmasi

did not receive an annual salary in 2023 and 2024.

In 2024 and 2024 we did not have

any formal arrangement swith our named executive officers providing for annual cash bonus awards.

Smith received a discretionary cash

bonus in 2024, as discussed below.

On December 30, 2024, the Board approved an equity award to Mr.

in the form of a non-qualified stock option to purchase 2,992,475 shares of common stock for an exercise price per share of $3.89, which

was the fair market value of a share of common stock on the grant date.

The award was fully vested and exercisable at the time of grant

and expires December 30, 2028.

The award was made in recognition of Mr.

Salmasi’s exceptional performance and contributions to the

Company and its subsidiaries.

Special Bonus to Ms.

On November 11, 2024, the Compensation Committee approved a discretionary

special cash bonus in the amount of $40,000 to Ms.

Smith, for her exceptional performance in fiscal year 2024.

The special bonus was paid,

less applicable tax withholding in December 2024.

Veea maintains the Veea Inc.

2024 Incentive Award Plan (the “2024 Incentive Plan”), which became effective upon the Closing.

4,460,437 shares of Common

Stock were initially reserved for issuance of awards under the 2024 Incentive Plan (the “Initial Limit”).

The Initial Limit

is subject to increase over a ten-year period.

The 2024 Incentive Plan provides for the grant of stock options, which may be ISOs or non-statutory

stock options (“NSOs”), stock appreciation rights (“SARs”), restricted shares, restricted stock units and other

stock or cash-based awards that the administrator determines are consistent with the purpose of the 2024 Incentive Plan.

As of December

31, 2024, the Company had 111,364 shares available for issuance under the 2024 Incentive Plan.

Veea also maintains the 2024 Employee Stock Purchase Plan (the “ESPP”),

which became effective upon the Closing.

An aggregate of 1,070,603 shares of Common Stock have been reserved for issuance under the ESPP,

which represents 3% of the aggregate number of shares of the Company’s common stock outstanding immediately after the Closing.

amount is subject to increase each year over a ten-year period.

The ESPP provides eligible employees with an opportunity to purchase Common

Stock from the Company at a discount through accumulated payroll deductions.

The first purchase period has not begun as of December 31,

Under the terms of the ESPP, the purchase price per share cannot be less than 85% of the lower of the fair market value per share

of our common stock on either the offering date or on the purchase date.

and Welfare Plans

NEOs are eligible to participate in the employee benefit plans that we offer to our employees generally, including medical, dental, vision,

life and accidental death and dismemberment, and short- and long-term disability benefits.

In 2024 and 2023, as applicable the named executive officers participated

in a 401(k) retirement savings plan maintained by us.

The Internal Revenue Code of 1986, as amended (the “Code”) allows eligible

employees to defer a portion of their compensation, within prescribed limits, on a pre-tax basis through contributions to the 401(k) plan.

In 2024 and 2023, contributions made by participants, including the named executive officers, in the 401(k) plan were matched by the Company

up to a specified percentage of the employee contribution.

These matching contributions generally vest on the date on which the contribution

Our named executive officers continue to be eligible to participate in the 401(k) plan on the same terms as other full-time employees.

do not maintain any other retirement or separation benefits for our named executive officers.

following table provides information for the compensation of our non-employee directors for the fiscal year ended December 31, 2024:

Fees earned or

Douglas Maine

Helder Antunes

of cash compensation paid to the directors for services as a director in 2024.

(2) As of December 31, 2024, the aggregate number of stock and option

awards held by each director was as follows:

● Douglas Maine holds 19,619 option awards and 81,116 RSU awards;

Roy holds 81,116 RSU awards;

Black holds 81,1186RSU awards;

Antunes holds 81,1186 RSU awards;

Cohen holds 81,116 RSU awards.

Consists of grants of RSUs.

Reflects the aggregate grant

date fair value of any RSUs granted, determined in accordance with Financial Accounting Standards Board Accounting Standards Codification

Topic 718, Compensation—Stock Compensation.

Assumptions used in the calculation of this amount are included in Note 10,

Stock Incentive Plans to the Consolidated Financial Statements included in the this Annual Report.

This amount does not reflect

the actual economic value that will ultimately be realized by each director.

Our non-employee director compensation

program provides for annual retainer fees and/or equity awards for our non-employee directors as summarized below.

In 2024, non-employee

directors received an annual cash retainer of $20,000 and an equity award in the form of RSUs, as set forth above.

Cash Retainer

Non-Executive Member of Board

Audit Committee Chair

Other Audit Committee Member

Compensation Committee Chair

Other Compensation Committee Member

Nominating and Corporate Governance Committee

Other Nominating and Corporate Governance Member

Compensation under our non-employee director compensation policy will

be subject to the annual limits on non-employee director compensation set forth in the 2024 Plan, as described above,.

Our board of directors

or its authorized committee may modify the non-employee director compensation program from time to time in the exercise of its business

judgment, taking into account such factors, circumstances and considerations as it shall deem relevant from time to time, subject to the

annual limit on non-employee director compensation set forth in the 2024 Plan.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth information known to the Company regarding

beneficial ownership of shares of the Company’s Common Stock as of March 14, 2025 by:

person known by the Company to be the beneficial owner of more than 5% of the Company’s

outstanding Common Stock;

of the Company’s named executive officers and directors;

executive officers and directors as a group.

ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security

if he, she or it possesses sole or shared voting or investment power over that security, including options, warrants and certain other

derivative securities that are currently exercisable or will become exercisable within 60 days.

The percentage of beneficial ownership is based on 34,440,377 shares

of Common Stock issued and outstanding as of March 14, 2025.

accordance with SEC rules, shares of our Common Stock which may be acquired upon exercise of stock options or warrants which are currently

exercisable or which become exercisable within 60 days of the date of the Closing are deemed beneficially owned by the holders of such

options and warrants and are deemed outstanding for the purpose of computing the percentage of ownership of such person, but are not

treated as outstanding for the purpose of computing the percentage of ownership of any other person.

otherwise indicated, the business address of each of the entities, directors and executives in this table is 164 E.

83rd Street, New

York, New York, United States.

Unless otherwise indicated and subject to community property laws and similar laws, the Company believes

that all parties named in the table below have sole voting and investment power with respect to all shares of Common Stock beneficially

owned by them.

Name and Address of Beneficial Owners (1)

Directors and Executive Officers

Allen Salmasi (2)

Mark Tubinis (4)

Douglas Maine (5)

Helder Antunes (6)

Michael Salmasi

Kanishka Roy (7)

5% Stockholders

Salmasi 2004 Trust

Ursula Burns (8)

Mike Dinsdale (9)

Alan Black(3)

Vivian Chow(3)

All officers and directors as a group (5 individuals)

Less than one percent.

Unless otherwise noted, the

business address of each of the following is 2021 Fillmore St.

#2089, San Francisco, California 94115.

Plum Partners, LLC is the

record holder of the share reported herein.

Plum Partners, LLC is controlled by Ursula Burns, Kanishka Roy and Michael Dinsdale.

Does not include any shares

indirectly owned by this individual as a result of his or her partnership interest in our Sponsor or its affiliates.

Sponsor has agreed (a) to vote any founder shares and public shares held by it in favor of any proposed business combination and

(b) not to redeem any founder shares or public shares held by it in connection with a shareholder vote to approve a proposed initial

business combination.

Sponsor, officers and directors are deemed to be our “promoter” as such term is defined under the federal securities laws.

All directors and executive officers as a group (9 individuals)

otherwise noted, the business address of each of the following entities or individuals is

83rd Street, New York, New York, United States.

of 12,148,921 shares held by NLabs Inc., an entity controlled by Mr.

Salmasi and members

of his immediate family, 2,808,475 shares held by Salmasi 2004 Trust, the trustee of which

is a member of Mr.

Salmasi’s immediate family, 437,029 shares held directly by Mr.

Salmasi, 491,059 shares held by Mr.

Salmasi’s spouse and options to purchase 2,992,475

shares of Common Stock.

options to purchase 47,359 shares of Common Stock.

of options to purchase 52,518 shares of Common Stock.

options to purchase 14,714 shares of Common Stock.

20,000 shares of Common Stock issuable upon conversion of a convertible promissory note issued

at the Closing of the Business Combination.

985,277 shares of Common Stock issuable upon exercise of Private Warrants.

Includes 973,358 shares of Common Stock issuable upon

exercise of Private Placement Warrants..

Includes 1,517,644 shares of Common Stock issuable

upon exercise of Private Placement Warrants.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

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

The following includes a summary

of transactions since January 1, 2023 to which we have been a party in which the amount involved will exceed $120,000, and in which any

of our directors, executive officers or, to our knowledge, beneficial owners of more than 5% of our capital stock, or any member of the

immediate family of any of the foregoing persons had or will have a direct or indirect material interest, other than equity and other

compensation, termination, change in control and other arrangements, which are described under “ Item 11 - Executive Compensation.”

We also describe below certain other transactions with our directors, executive officers and stockholders.

Relationships and Related Person Transactions of Veea

On March 1, 2014, Private Veea entered into a sublease agreement with NLabs

Inc., an affiliate of Private Veea’s CEO (“ NLabs ”) for office space for an initial term of five years.

At December 31, 2024, NLabs held approximately 26% of Veea’s outstanding capital stock.

In 2018, Private Veea renewed the sublease

for an additional five-year term with all other terms and conditions of the sublease remaining the same.

The renewal term expired February 28,

2024 and was subsequently extended to June 30, 2025.

Rent for the office space is accrued and not paid in cash.

The Company recognized

rent expense of approximately $244,000 and $237,000, respectively, for the years ended December 31, 2024 and 2023, all of which is classified

as general and administrative expenses in the Company’s consolidated statements of operations and comprehensive loss.

unpaid rent expense included in the Company’s consolidated balance sheet was $1,713,600and $1,468,800, respectively, as of December

31, 2024 and 2023.

In April 2017, Private Veea entered into a lease agreement with 83 rd Street

LLC to lease office space for an initial term of two years.

The sole member of 83 rd Street is the Salmasi 2004 Trust.

At December 31, 2024, the Salmasi 2004 Trust held approximately 8% of Veea’s outstanding capital stock.

Veea’s CEO is the

grantor of the Salmasi 2004 Trust.

In 2018, Private Veea renewed the lease for an additional five-year term, with all other terms and

conditions of the lease remaining the same.

The renewal term expired February 28, 2024 and was subsequently extended to December 31, 2024.

Rent for the office space is accrued and not paid in cash.

The Company recognized rent expense of approximately $281,000 and $247,000,

respectively, for the years ended December 31, 2024 and 2023, all of which is classified as general and administrative expenses in the

Company’s consolidated statements of operations and comprehensive loss.

Accrued and unpaid rent expense included in the Company’s

consolidated balance sheet was $1,944,000 and $1,656,000, respectively, as of December 31, 2024 and 2023.

expense for the above leases is reported as general and administrative expenses in the Company’s consolidated statements of operations.

In 2021 and 2022, NLabs made

loans to Private Veea evidenced by promissory notes aggregating $9,500,000 (the “Bridge Notes”).

Interest on the outstanding

principal amount of the Bridge Notes accrued at a rate of 10% per annum, calculated on the basis of a 365-day year.

Principal and accrued

interest was payable on the maturity date of the Bridge Notes.

The original maturity date of the Bridge Notes was December 31, 2022, which

was extended to December 31, 2023, and was subsequently extended to September 30, 2024.

The Company accounted for the extension as a modification

of the Bridge Notes.

Interest expense for the years ended December 31, 2024 and 2023 was $195,155 and $237,500, respectively.

In 2022 and 2023, NLabs made

loans to Private Veea evidenced by promissory notes in the aggregate principal amount of $3,098,000 (the “Promissory Notes”

and collectively with the Bridge Notes, the “Related Party Notes”).

Interest on the outstanding principal amount of the Promissory

Notes accrued at a rate of 10% per annum, calculated on the basis of a 365-day year.

Principal and interest on the Promissory Notes was

repayable upon the earlier of demand and December 31, 2023.

The Promissory Notes remained outstanding as of December 31, 2023 and was

subsequently extended to September 30, 2024.

Interest expense for the years ended December 31, 2024 and 2023 was $63,709 and $78,087,

respectively.

At the Closing, the Related Party

Notes were converted into shares of common stock at a price of $5.00 per share of common stock, which shares were not considered Private

Veea Shares and were in addition to the shares of common stock issued to holders of Private Veea Shares.

See Note 4 “Recapitalization”

for further information regarding the conversion of the Related Party Notes.

January 2023, Janice Smith, the Company’s Interim Chief Financial Officer and Chief Operating Officer, made a loan to Private Veea

in the aggregate principal amount of $50,000.

The loan accrues interest on the outstanding principal amount at a rate of 10% per annum.

Principal and interest on the loans are repayable upon the earlier of demand and December 31, 2023.

The loan was repaid in full in March

In March and April 2025, the Company’s CEO and NLabs made loans

to the Company in the aggregate amount of $826,000.

Interest on the loan accrues at a rate of 10% per annum, calculated on the basis of

a 365-day year.

Principal and accrued interest is payable on the earlier of demand or June 30, 2025.

Stock Warrants

consideration for the guarantee by the Company’s CEO of the Company’s obligations under the 2021 Revolving Loan Agreement

and a previously outstanding loan agreement with First Republic Bank, the Company issued warrants to purchase an aggregate of 2,430,000 shares

of the Company’s common stock (the “Loan Guarantee Warrants”).

The exercise price of the warrants is $.01 per share.

The warrants are exercisable for a period of seven years.

The warrants were equity classified and had a fair value of $2,189,014 on the

date of grant which is recognized as deferred cost and amortized to interest expense over the life of the loan agreements.

December 2021, the Company issued warrants to purchase 630,000 shares of common stock in connection with the Bridge Notes issued

to NLabs (the “Tranche 1 Bridge Note Warrants”).

The exercise price of the warrants is $.01 per share.

The warrants are exercisable

for a period of seven years.

The warrants were equity classified and had a relative fair value of $499,416 on the date of grant which

was recognized as original issue discount on the Bridge Notes in the year ended December 31, 2021.

2022, the Company issued warrants to purchase 320,000 shares of common stock in connection with the Bridge Notes issued to NLabs

(the “Tranche 2 Bridge Note Warrants” and collectively with the Loan Guarantee Warrants and the Tranche 1 Bridge Note Warrants,

the “Related Party Common Stock Warrants”).

The exercise price of the warrants is $.01 per share.

The warrants are exercisable

for a period of seven years.

The warrants were equity classified and had a fair value of approximately $253,816 on the date of grant

which was recognized as original issue discount on the Bridge Notes in the year ended December 31, 2022.

At Closing, the Related Party Common Stock Warrants were exercised

in whole, on a net basis, for 3,880,000 shares of common stock of Private Veea at a conversion price of $0.01 per share for an aggregate

purchase price of $38,800.

A total of 21,798 shares of Common Stock were surrendered in payment of the purchase price.

Indemnification

corporate governance documents provide that we will indemnify our directors and officers to the fullest extent permitted by Delaware

law, subject to certain exceptions contained in our restated certificate of incorporation.

We have also entered into indemnification

agreements with certain officers and directors.

These agreements provide, among other things, that the Company will indemnify the officer

or director, under the circumstances and to the extent provided for in the agreement, for expenses, damages, judgments, fines and settlements

they may be required to pay in actions or proceedings which they are or may be made a party by reason of their position as a director,

officer or other agent of the Company, and otherwise to the fullest extent permitted under Delaware law and our bylaws.

Pre-Business Combination Relationships and Related Person Transactions of Plum

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

for 8,625,000 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”).

1 unchanged sentence

were subject to forfeiture to the extent that the over-allotment option was not exercised in full by the underwriter.

On April 14, 2021,

the underwriter partially exercised its over-allotment option buying 1,921,634 Units thus reducing the total number of share subject

to forfeiture to 644,591.

On May 2, 2021, the underwriter’s over-allotment option expired and 644,591 Founder Shares were

forfeited to the Company.

Sponsor and the Company’s directors and executive officers have agreed not to transfer, assign or sell any of their Founder Shares

until earliest of (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business

Combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share

splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period

commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation,

merger, share exchange, reorganization or other similar transaction that results in all of the Public Shareholders having the right to

exchange their ordinary shares for cash, securities or other property (the “Lock-up”).Any permitted transferees would be

subject to the same restrictions and other agreements of the Sponsor and the directors and executive officers with respect to any Founder

January 13, 2021, the Sponsor agreed to loan the Company up to $300,000 to cover expenses related to the IPO pursuant to a promissory

note (the “Note”).

This loan is non-interest bearing and payable on the earlier of November 30, 2021, or the completion

On May 2, 2021, the underwriter’s over-allotment option expired and 644,591 Founder Shares were forfeited

to the Company.

Sponsor and Plum’s directors and executive officers agreed not to transfer, assign or sell any of their Founder Shares until earliest

of (A) 180 days after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x)

if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations,

reorganizations, recapitalizations and the like) for any 20 trading days within any 30 trading-day period commencing at least 150 days

after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization

or other similar transaction that results in all of the public shareholders having the right to exchange their Ordinary Shares for cash,

securities or other property (the “Lock-up”).

Any permitted transferees would be subject to the same restrictions and other

agreements of the Plum Sponsor and the directors and executive officers with respect to any Founder Shares.

Placement Warrants

Simultaneously

with the closing of the Plum Initial Public Offering, the Plum Sponsor purchased an aggregate of 6,256,218 Private Placement

Warrants at a price of $1.50 per Private Placement Warrant in a private placement, generating gross proceeds of $9,384,327.

No underwriting

discounts or commissions were paid with respect to sale of the Private Placement Warrants.

The issuance of the Private Placement Warrants

was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

from the Private Placement Warrants were added to the proceeds from the Plum Initial Public Offering held in the Trust Account.

Private Placement Warrants are identical to the Warrants sold in the Plum Initial Public Offering, except that the Private Placement

Warrants (including the underlying securities) are subject to certain transfer restrictions and the holders thereof are entitled to certain

registration rights, and, if held by the original holder or their permitted assigns, the Warrants (i) may be exercised on a cashless

basis and (ii) are not subject to redemption.

If the Private Placement Warrants are held by holders other than the initial purchasers

or their permitted transferees, then the Warrants will be redeemable by Plum and exercisable by the holders on the same basis as the

Public Warrants included in the Units sold in the Plum Initial Public Offering.

January 13, 2021, the Plum Sponsor agreed to loan the Company up to $300,000 to cover expenses related to the Plum Initial Public Offering

pursuant to a promissory note (the “Note”).

This loan was non-interest bearing and payable on the earlier of November 30,

2021, or the completion of the Plum Initial Public Offering.

As of December 31, 2022, the Company has no borrowings under the Note.

Borrowings under this note are no longer available.

addition, in order to finance transaction costs in connection with an intended Business Combination, the Sponsor or an affiliate of the

Sponsor, or certain of the Company’s officers and directors, and third parties have committed to loan the Company funds as may

be required (“Working Capital Loans”).

If the Company completes a Business Combination, the Company would repay the Working

Capital Loans out of the proceeds of the Trust Account released to it.

In the event that a Business Combination does not close, the Company

may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the

Trust Account would be used to repay the Working Capital Loans.

Up to $1,500,000 of the Working Capital Loans may be convertible into

Private Placement Warrants of the post Business Combination entity at a price of $1.50 per warrant at the option of the lender.

warrants would be identical to the Private Placement Warrants.

Except as set forth above, the terms of such Working Capital Loans, if

any, have not been determined and no written agreements exist with respect to such loans.

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.

under this note are no longer available.

addition, in order to finance transaction costs in connection with an intended Business Combination, the Plum Sponsor or an affiliate

of the Plum Sponsor, or certain of Plum’s officers and directors, and third parties committed to loan Plum funds as may be required

(“Working Capital Loans”).

If Plum completed a Business Combination, Plum would repay the Working Capital Loans out of the

proceeds of the Trust Account released to it.

In the event that a Business Combination did not close, the Company could use a portion

of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would

be used to repay the Working Capital Loans.

Up to $1,500,000 of the Working Capital Loans were convertible into Private Placement Warrants

of the post Business Combination entity at a price of $1.50 per warrant at the option of the lender.

Such warrants would be identical

to the Private Placement Warrants.

Except as set forth above, the terms of such Working Capital Loans, if any, have not been determined

and no written agreements exist with respect to such loans.

April 17, 2023, Plum issued an unsecured promissory note, dated effective as of March 17, 2023 (the “March 2023 Note”), in

the principal amount of up to $1,500,000 to Sponsor, which may be drawn down by Plum from time to time prior to the consummation of Plum’s

Business Combination.

An initial draw in the amount of $480,000 occurred on March 17, 2023.

The March 2023 Note did not bear interest,

matured on the date of consummation of the Business Combination and was subject to customary events of default.

The March 2023 Note would

be repaid only to the extent that Plum had funds available to it outside of the Trust Account and is convertible into Private Placement

Warrants of Plum at a price of $1.50 per warrant at the option of the Plum Sponsor.

July 25, 2023, Plum issued an unsecured promissory note (the “July 2023 Note”), in the principal amount of up to $1,090,000,

to Plum Sponsor, which may be drawn down by Plum from time to time prior to the consummation of Plum’s Business Combination.

July 2023 Note did not bear interest, matured on the date of consummation of the Business Combination and was subject to customary events

The July 2023 Note would be repaid only to the extent that Plum had funds available to it outside of the Trust Account and

was convertible into Private Placement Warrants of Plum at a price of $1.50 per warrant at the option of the Plum Sponsor.

On September 11, 2024 the Company entered into an amendment to the

Plum Partners Promissory Note where, upon consummation of a business combination, the outstanding principal balance in excess of $250,000

were converted into common stock of the post-closing entity in an amount of shares equal to the outstanding principal balance divided

by $5.00 per share.

On January 31, 2022, Plum

issued an unsecured promissory note (the “Dinsdale Note”) in the principal amount of $500,000 to Mike Dinsdale.

Note did not bear interest and was repayable in full upon consummation of a Business Combination.

Plum could 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 Plum consummates a

Business Combination.

If Plum did not complete a Business Combination, the Dinsdale Note would not be repaid and all amounts owed under

it would 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

Dinsdale had 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 Plum and the Transfer Agent), at a price of $1.50 per Private Placement Warrant.

The Dinsdale Note

was 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.

On September 11, 2024 the Dinsdale

Note was amended to provided that upon consummation of the Business Combination, the outstanding principal balance would convert into

common stock of the Company in an amount of shares equal to the outstanding principal balance divided by $5.00 per share.

On July 11, 2022, Plum issued an unsecured promissory note (the “Burns

Note”) in the principal amount of $500,000 to Ursula Burns.

The Burns Note did not bear interest and was repayable in full upon

consummation of Plum’s initial business combination.

Up to fifty percent (50%) of the principal of the Burns Note could be drawn

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

Note could 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 $50,000.

If Plum did not complete a Business Combination, the Burns Note would not be repaid and all amounts owed under it would

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.

Burns had 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 Plum and the Transfer Agent), at a price of $1.50 per Private Placement Warrant.

The Burns Note was 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.

On September 11, 2024 the Burns Note was amended to provided

that upon consummation of the Business Combination, the outstanding principal balance would convert into common stock of the Company in

an amount of shares equal to the outstanding principal balance divided by $5.00 per share.

On March 16, 2023, Plum issued an unsecured promissory note in the

total principal amount of up to $250,000 (the “Roy Note”) to Mr.

Kanishka Roy, individually and as a member of Plum Sponsor.

Roy funded the initial principal amount of $250,000 on March 16, 2023.

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, the Company issued the 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.

The warrants would be identical to the Private

Placement Warrants.

The Company has evaluated the accounting treatment of the convertible notes under ASC 815.

The Company has determined

that the conversion feature would be the only consideration to be provided to Sponsor if Sponsor exercises the conversion feature.

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.

The Company will accrue to the Sponsor or an affiliate

of the Sponsor for office space, secretarial and administrative services provided to members of the management team.

Upon completion of

the initial Business Combination or its liquidation, the Company will cease paying these monthly fees.

In addition, the Company may make

payments or reimbursement to the Sponsor for the reasonable costs of salaries and other services provided to the Company by the employees,

consultants and or members of the Sponsor or its affiliates.

For the year ended December 31, 2022, the Company incurred $120,000, in fees

for office space, secretarial and administrative services, of which such amounts are included in the due to related party in the accompanying

balance sheet and incurred $549,198 for reimbursement of costs of salaries and other services.

For the year ended December 31, 2023, the

Company incurred $120,000 in fees for office space, secretarial and administrative services, of which such amounts are included in the

due to related party in the accompanying consolidated balance sheet.

For the year ended December 31, 2023, the Company incurred $215,094,

in fees for reimbursement of costs of salaries.

any of our officers or directors becomes aware of a business combination opportunity that falls within the line of business of any 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 opportunity to such entity.

Our officers and directors currently have certain relevant fiduciary duties or contractual

obligations that may take priority over their duties to us.

for Approval of Related Party Transactions

audit committee of our board of directors will adopt a charter, providing for the review, approval and/or ratification of “related

party transactions,” which are those transactions required to be disclosed pursuant to Item 404 of Regulation S-K as promulgated

by the SEC, by the audit committee.

At its meetings, the audit committee shall be provided with the details of each new, existing, or

proposed related party transaction, including the terms of the transaction, any contractual restrictions that the company has already

committed to, the business purpose of the transaction, and the benefits of the transaction to the company and to the relevant related

Any member of the committee who has an interest in the related party transaction under review by the committee shall abstain from

voting on the approval of the related party transaction, but may, if so requested by the chairman of the committee, participate in some

or all of the committee’s discussions of the related party transaction.

Upon completion of its review of the related party transaction,

the committee may determine to permit or to prohibit the related party transaction.

listing standards require that a majority of our board of directors be independent.

Our board of directors has determined that Mr.

Black and Ms.

Chow are “independent directors” as defined in the Nasdaq listing standards.

Our independent directors

will have regularly scheduled meetings at which only independent directors are present.

Principal Accountant Fees and Services

following is a summary of fees paid or to be paid to Marcum LLP, or Marcum, for services rendered.

During the year ended December 31, 2023 and 2022, fees for our independent registered public accounting firm were approximately

$138,905 and $162,225 for the services Marcum performed in connection with the audit of our December 31, 2023 and 2022 financial

statements included in this Annual Report on Form 10K.

Audit-Related

During the year ended December 31, 2023 and 2022, our independent registered public accounting firm did not render services

to us for audit-related matters.

During the year ended December 31, 2023 and 2022, our independent registered public accounting firm did not render services

to us for tax compliance, tax advice and tax planning.

During the year ended December 31, 2023 and 2022, there were no fees billed for products and services provided by

our independent registered public accounting firm other than those set forth above.

audit committee was formed upon the consummation of our Initial Public Offering.

As a result, the audit committee did not pre-approve

all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board

of directors.

Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve

all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject

to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to

the completion of the audit).

Exhibits, Financial Statement Schedules

The following documents

are filed as part of this Form 10-K:

Financial Statements:

of Independent Registered Public Accounting Firm

Balance Sheets

Statements of Operations

Statements of Changes in Shareholders’ Deficit

Statements of Cash Flows

to Consolidated Financial Statements

Financial Statement Schedules:

hereby file as part of this Report the exhibits listed in the attached Exhibit Index.

Exhibits which are incorporated herein by reference

can be inspected on the SEC website at www.sec.gov.

Combination Agreement, dated March 2, 2023.(1)

Combination Agreement, dated November 27, 2023.(2)

and Restated Memorandum and Articles of Association.(3)

Agreement between Continental Stock Transfer & Trust Company and the Company.(4)

of Company’s Securities.*

Placement Warrants Purchase Agreement between the Company and the Sponsor.(4)

Management Trust Agreement between Continental Stock Transfer & Trust Company and the Company.(4)

and Shareholder Rights Agreement among Company and the Sponsor.(4)

Agreement between the Company, the Sponsor and the Company’s officers and directors.

The Roy Note did not bear interest and matured upon the consummation

of Plum’s initial business combination with one or more businesses or entities.

In the event Plum did not consummate a business

combination, the Roy Note would be repaid upon Plum’s liquidation only from amounts remaining outside of the Trust Account, if any.

The Roy Note was 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.

On September 11, 2024 the Roy

Note was amended to provided that upon consummation of the Business Combination, the outstanding principal balance would convert into

common stock of the Company in an amount of shares equal to the outstanding principal balance divided by $5.00 per share.

Administrative

Services Agreement between the Registrant and the Sponsor.(4)

Note, dated January 31, 2022, issued by Plum Acquisition Corp.

I to Mike Dinsdale.(5)

Note, dated July 11, 2022, issued by Plum Acquisition Corp.

I to Ursula Burns.(6)

Purchase Agreement, dated March 1, 2023.(1)

Letter Agreement, dated March 2, 2023.(1)

Support Agreement, dated March 2, 2023.(1)

Agreement dated March 16, 2023, by and among Plum Acquisition Corp.

I, Plum Partners, LLC, and Polar Multi-Strategy Master Fund.(7)

Note dated March 16, 2023, by and between Plum Acquisition Corp.

Kanishka Roy.(8)

Note in favor of Plum Partners, LLC, dated effective as of March 17, 2023.(9)

and Restated Subscription Agreement dated July 14, 2023, by and among Plum Acquisition Corp.

I, Plum Partners, LLC, and Polar Multi-Strategy

Master Fund.(10)

Agreement dated July 25, 2023, by and among Plum Acquisition Corp.

I, Plum Partners, LLC, and Polar Multi-Strategy Master Fund.(11)

Note in favor of Plum Partners, LLC, dated effective as of July 25, 2023.(11)

1 to the July 14, 2023 Amended and Restated Subscription Agreement dated October 18, 2023, by and among Plum Acquisition Corp.,

Plum Partners, LLC, and Polar Multi-Strategy Master Fund.(12)

1 to the July 25, 2023 Subscription Agreement dated October 18, 2023, by and among Plum Acquisition Corp.

I, Plum Partners, LLC,

and Polar Multi-Strategy Master Fund.(12)

Agreement dated October 18, 2023, by and among Plum Acquisition Corp., Plum Partners, LLC, and Polar Multi-Strategy Master Fund.(12)

Note in favor of Plum Partners, LLC, dated effective October 18, 2023.(12)

Agreement dated November 12, 2023, by and among Plum Acquisition Corp.

I, Plum Partners, LLC, and Palmeira Investment Limited.(12)

Note in favor of Plum Partners, LLC, dated effective as of November 12, 2023.(12)

Letter Agreement, dated November 27, 2023.(2)

to Letter Agreement, dated November 27, 2023.(2)

Power of Attorney*

Certification

of the Co-Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).*

Certification

of the Co-Chief Executive Officer and Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).*

Certification

of the Co-Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C.

Certification

of the Co-Chief Executive Officer and Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C.

Inline XBRL Instance Document*

Inline XBRL Taxonomy Extension Schema Document*

Inline XBRL Taxonomy Extension Calculation Linkbase

Inline XBRL Taxonomy Extension Definition Linkbase

Inline XBRL Taxonomy Extension Label Linkbase Document*

Inline XBRL Taxonomy Extension Presentation Linkbase

Cover Page Interactive

Data File (embedded within the iXBRL document and contained in Exhibit 101*

by reference to the registrant’s Current Report on Form 8-K, filed with the SEC on March 6, 2023.

Incorporated by reference

to the registrant’s Current Report on Form 8-K filed with the SEC on December 1, 2023.

Incorporated by reference

to the registrant’s Current Report on Form 8-K filed with the SEC on October 31, 2023.

by reference to the registrant’s Current Report on Form 8-K, filed with the SEC on March 18, 2021.

by reference to the registrant’s Current Report on Form 8-K, filed with the SEC on February 4, 2022.

Incorporated by reference

to the registrant’s Current Report on Form 8-K, filed with the SEC on July 14, 2022.

Incorporated by reference

to the registrant’s Current Report on Form 8-K, filed with the SEC on March 21, 2023.

Incorporated by reference

to the registrant’s Current Report on Form 8-K, filed with the SEC on March 22, 2023.

Incorporated by reference

to the registrant’s Annual Report on Form 10-K filed with the SEC on April 17, 2023.

Incorporated by reference

to the registrant’s Current Report on Form 8-K filed with the SEC on July 18, 2023.

Incorporated by reference

to the registrant’s Current Report on Form 8-K filed with the SEC on July 26, 2023.

Incorporated by reference

to the registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 22, 2023.

Form 10-K Summary

to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the registrant has duly caused this Annual Report on Form

10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

PLUM ACQUISITION

Michael Dinsdale

Co-Chief Executive Officer

Chief Financial Officer

to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons

on behalf of the registrant and in the capacities and on the dates indicated.

Mike Dinsdale

Executive Officer, Chief Financial Officer, and Director

Co-Chief Executive Officer, and Director

ACQUISITION CORP.

TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB Firm ID Number:

Consolidated Balance Sheets F-3

Consolidated Statements of Operations F-4

Consolidated Statements of Changes in Shareholders’ Deficit F-5

Consolidated Statements of Cash Flows F-6

Notes to Consolidated Financial Statements F-7 – F-45

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Stockholders and Board of Directors of

Acquisition Corp.

on the Financial Statements

have audited the accompanying balance sheets of Plum Acquisition Corp.

I (the “Company”) as of December 31, 2023 and 2022,

the related statements of operations, changes in shareholders’ deficit and cash flows for the years ended December 31, 2023 and

2022, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements

present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of

its operations and its cash flows for the years ended December 31, 2023 and 2022, in conformity with accounting principles generally

accepted in the United States of America.

Paragraph – Going Concern

accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As more fully described

in Note 1 to the financial statements, the Company’s business plan is dependent upon the consummation of a business combination

and it lacks the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one year

from the issuance date of the financial statements.

Further, if the Company does not complete a business combination by June 18, 2024

or obtain approval for an extension of this deadline, it will be required to cease all operations except for the purpose of liquidating.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

Management’s plans in

regard to these matters are also described in Note 1.

The financial statements do not include any adjustments that might result from

the outcome of this uncertainty.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s

financial statements based on our audit s .

We are a public accounting firm registered with the Public Company Accounting Oversight

Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audit s in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit s

to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit s we are required to obtain an understanding of internal control over financial reporting but not for the

purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

we express no such opinion.

audit s included performing procedures to assess the risks of material misstatement of the financial statements, whether due to

error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence

regarding the amounts and disclosures in the financial statements.

Our audit s also included evaluating the accounting principles

used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

that our audit s provide a reasonable basis for our opinion.

We have served

as the Company’s auditor since 2021.

March 1, 2024

ACQUISITION CORP.

Support Agreement

Plum entered into certain administrative support agreement, pursuant

to which Plum paid the Plum Sponsor or an affiliate of the Plum Sponsor for office space, secretarial and administrative services provided

to members of the management team.

In addition, Plum reimbursed the Plum Sponsor for the reasonable costs of salaries and other services

provided to Plum by the employees, consultants and or members of the Plum Sponsor or its affiliates.

For the year ended December 31,

2023, Plum incurred $120,000 in fees for office space, secretarial and administrative services and $215,094 in fees for reimbursement

of costs of salaries.

Pursuant to its terms, the Administrative Support Agreement terminated upon Closing.

PRINCIPAL ACCOUNTANT FEES AND SERVICES.

The following table sets forth

the aggregate fees billed by PKF O’Connor Davies, LLP for the fiscal years ending December 31, 2024 and 2023, respectively, as

described below:

Audit and Related Fees

Policies and Procedures

Audit Committee mandate requires that the Audit Committee pre-approve any retainer of the auditor of the Company to perform any non-audit

services to the Company that it deems advisable in accordance with applicable legal and regulatory requirements and policies and procedures

of the Board.

The Audit Committee is permitted to delegate pre-approval authority to one of its members;

however, the decision of any

member of the Audit Committee to whom such authority has been delegated must be presented to the full Audit Committee at its next scheduled

EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULES.

Report of Independent Registered Public Accounting

To the Stockholders and the Board of Directors

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated

balance sheets of Veea Inc.

and Subsidiaries (the “Company”) as of December 31, 2024 and 2023, and the related consolidated

statements of operations, comprehensive income (loss), stockholder’s equity (deficit), and cash flows for each of the two years

in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company

as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended December

31, 2024, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the

responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial

statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United

States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities

laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the

auditing standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether

the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to

have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits we are required

to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness

of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess

the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures

that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the

consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by

management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide

a reasonable basis for our opinion.

/s/ PKF O’Connor Davies, LLP

We have served as the Company’s auditor

New York, New York

April 15, 2025

AND SUBSIDIARIES

BALANCE SHEETS

current assets

Investments held

in Trust Account

$ 324,041,674

REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT

payable and accrued expenses

to related party

promissory note – related party

Note – related party

current liabilities

underwriting commissions liabilities

AND CONTINGENCIES (NOTE 8)

Class A Ordinary shares subject to possible redemption, 3,255,593 and 31,921,634 shares at $ 10.92 and $ 10.15 redemption value as of December 31, 2023 and 2022, respectively

SHAREHOLDERS’

Preference shares, $ 0.0001 par value;

Receivables, net

Inventory, net

Prepaid and other current assets

Total current assets

Property and equipment, net

Intangible assets, net

Right-of-use assets

Security deposits

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Revolving line of credit

Related party notes, net of discount

Accrued interest, related party

Accounts payable

Accrued expenses (Note 2)

Investor deposits

Share issuance liability

Deferred payables, current

Operating lease liabilities, current

Total current liabilities

Convertible note payable, net

Conversion option liability

Warrant liabilities

Earn-out Share Liability (Note 4)

Deferred payables

Operating lease liabilities

TOTAL LIABILITIES

STOCKHOLDERS’ DEFICIT

Preferred stock, $ 0.0001 par value;

1,000,000 shares authorized;

none issued and outstanding

Class A ordinary shares, $ 0.0001 par value;

500,000,000 shares authorized;

7,980,409 and 0 shares issued and outstanding (excluding 3,255,593 and 31,921,634 shares subject to possible redemption) as of December 31, 2023 and 2022, respectively

Class B ordinary shares, $ 0.0001 par value;

50,000,000 shares authorized;

0 and 7,980,409 shares issued and outstanding as of December 31, 2023 and 2022, respectively

Common Stock, $ 0.0001 par value, 551,000,000 shares authorized, 36,202,798 and 19,635,912 shares issued and outstanding at December 31, 2024 and 2023, respectively

Additional paid-in capital

( 15,333,039 )

( 15,298,312 )

SHAREHOLDERS’ DEFICIT

( 9,233,742 )

Accumulated deficit

( 217,830,518

LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT

( 170,282,750

Accumulated other comprehensive income (loss)

TOTAL STOCKHOLDERS’ DEFICIT

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

accompanying notes are an integral part of these consolidated financial statements.

ACQUISITION CORP.

AND SUBSIDIARIES

STATEMENTS OF OPERATIONS

and operating expenses

from operations

( 3,098,285 )

( 4,074,437 )

(expense) income:

in fair value of warrant liabilities

( 1,264,054 )

in fair value of FPA

Issuance of FPA

of deferred underwriter fee payable

Expense - Debt Discount

income – trust account

other (expense) income, net

(loss) income

average shares outstanding, Class A ordinary shares subject to possible redemption

Basic and diluted net (loss) income per ordinary share, Class A ordinary shares subject to possible redemption

average shares outstanding, Class A ordinary shares

Basic and diluted net (loss) income per ordinary share, Class A ordinary shares

average shares outstanding, Class B ordinary shares

Basic and diluted net (loss) income per ordinary share, Class B ordinary shares

accompanying notes are an integral part of these consolidated financial statements.

ACQUISITION CORP.

STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

THE YEARS ENDED DECEMBER 31, 2023 AND 2022

ordinary shares

Shareholders’

as of December 31, 2021

$ ( 21,181,135 )

$ ( 21,180,336 )

Remeasurement

adjustment of carrying value to Class A ordinary shares to redemption value

( 4,695,302 )

as of December 31, 2022

( 15,298,312 )

( 15,297,513 )

of deferred underwriter fees

of Class B shares to Class A shares

( 7,980,409 )

Remeasurement

adjustment of Class A ordinary shares to redemption value

( 5,898,905 )

Issuance of Subscription

as of December 31, 2023

$ ( 15,333,039 )

$ ( 9,233,742 )

For the years ended

Cost of goods sold

Operating Expenses:

Product development

Sales and marketing

General and administrative, net

Transaction costs including those incurred with contingent Earn-out Share Liability

Depreciation and amortization

Total operating expenses

Income (loss) from operations

Other income and (expense):

Other income, net

UK R&D tax credit

Loss on initial issuance of convertible note

Change in fair value of convertible note option liability

Change in fair value of warrant liabilities

Change in fair value of Earn-out Share Liability

Other expense

Interest income

Interest expense

Total other income and (expense)

Basic and diluted weighted average shares outstanding, common stock

Basic and diluted net (loss) income per Common Stock

accompanying notes are an integral part of these consolidated financial statements.

ACQUISITION CORP.

STATEMENTS OF CASH FLOWS

Cash Flows from Operating Activities:

(loss) income

to reconcile net (loss) income to net cash used in operating activities:

earned on investments held in Trust Account

( 4,758,906 )

( 4,679,040 )

in fair value of warrant liabilities

( 8,973,522 )

of deferred underwriter fees

in fair value of FPA

expense - debt discount

in operating assets and liabilities:

to related party

payable and accrued expenses

cash used in operating activities

AND SUBSIDIARIES

STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

the Year Ended

$ ( 47,547,768 )

$ ( 15,638,589 )

Flows from Investing Activities:

payment deposit in Trust

Other comprehensive income (loss):

Foreign currency translation

( 1,433,388 )

withdrawn for redemptions

cash provided by investing activities

Flows from Financing Activities:

Redemption of Class A ordinary

Comprehensive

$ ( 46,752,023 )

from subscription liability

from promissory note – related party

cash (used in) provided by financing activities

$ ( 17,071,977 )

Change in Cash

– Beginning of period

– End of period

investing and financing activities:

measurement of Class A ordinary shares to redemption amount

Issuance of Subscription

accompanying notes are an integral part of these consolidated financial statements.

ACQUISITION CORP.

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2023 AND 2022

ORGANIZATION AND BUSINESS OPERATIONS

Acquisition Corp.

I (the “Company” or “Plum”) was incorporated as a Cayman Islands exempted company on January 11,

The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization,

reorganization or similar business combination with one or more businesses or entities (the “Business Combination”).

Company will not be limited to a particular industry or geographic region in its identification and acquisition of a target company.

The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.

As previously reported, on November 27, 2023 The Company executed a Business Combination Agreement with Veea Inc.

The Company and Veea

are working toward closing their Business Combination.

of December 31, 2023, the Company had not commenced any operations.

All activity for the period from January 11, 2021 (inception)

through December 31, 2023 relates to the Company’s formation and the initial public offering (“IPO”), which is described

below, and subsequent to the Initial Public Offering, identifying a target company for a business combination.

The Company believes it

will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest.

will generate non-operating income in the form of interest income on investments in the Company’s Trust account and will recognize

changes in the fair value of the warrant liabilities as other income (expense).

Company’s Sponsor is Plum Partners, LLC, a Delaware limited liability company (the “Sponsor”).

The registration statement

for the Company’s IPO was declared effective on March 15, 2021 (the “Effective Date”).

On March 18, 2021,

the Company consummated the initial public offering (the “Public Offering” or “IPO”) of 30,000,000 units (the

“Units), at $ 10.00 per Unit, generating gross proceeds of $ 300,000,000 , which is discussed in Note 3.

Simultaneously

with the closing of the IPO, the Company consummated the sale of 6,000,000 warrants (the “Private Placement Warrants”), at

a price of $ 1.50 per Private Placement Warrant, which is discussed in Note 4.

Each warrant entitles the holder to purchase one Class A

ordinary share at a price of $ 11.50 per share, generating gross proceeds of $ 9,000,000 , which is described in Note 4.

Company granted the underwriter a 45 -day option from March 18, 2021 to purchase up to an additional 4,500,000 Units to cover

over-allotments, if any, at the IPO price less the underwriting discounts and commissions.

underwriter partially exercised the over-allotment option on April 14, 2021 and purchased 1,921,634 Units at $ 10.00 per Unit.

Simultaneously with the issuance and sale of the Units on April 14, 2021, the Company consummated the private placement with the

Sponsor for an aggregate of 256,218 warrants to purchase Class A Ordinary Shares for $ 1.50 per warrant generating total proceeds

of $ 384,327 .

On April 14, 2021, $ 19,216,340 , net of the underwriter discount, was deposited in the Company’s Trust account.

total of $ 19,216,340 was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as

Transaction costs of the IPO and the exercise of the over-allotment option amounted to $ 18,336,269 consisting of $ 6,384,327

of underwriting discount, $ 11,172,572 of deferred underwriting discount, and $ 779,370 of other offering costs.

Of the transaction costs,

$ 538,777 is included in transaction costs on consolidated the statements of operations and $ 17,797,492 is included in consolidated statements

of changes in shareholders’ deficit.

the closing of the Public Offering on March 18, 2021 and the partial exercise of the underwriter’s over-allotment option,

$ 319,216,340 (approximately $ 10.00 per Unit) from the net proceeds of the sale of the Units in the Public Offering, including the proceeds

from the sale of the Private Placement Warrants, was deposited in a trust account (“Trust Account”) located in the United

States at Goldman Sachs, with Continental Stock Transfer & Trust Company acting as trustee, and was invested in money market

funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invests only in direct U.S.

government treasury

Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay

its taxes, if any, the proceeds from the IPO and the sale of the Private Placement Warrants will not be released from the Trust Account

(1) to the Company, until the completion of our initial Business Combination, or (2) to the Public Shareholders, until the

earliest of (i) the completion of the initial Business Combination, and then only in connection with those Class A ordinary

shares that such shareholders properly elected to redeem, subject to the limitations described herein, (ii) the redemption of any

public shares properly tendered in connection with a shareholder vote to amend the Company’s amended and restated memorandum and

articles of association (A) to modify the substance or timing of the Company’s obligation to provide holders of its Class A

ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100 % of the

public shares if the Company does not complete its initial Business Combination within the combination period or (B) with respect

to any other provision relating to the rights of holders of the Class A ordinary shares, and (iii) the redemption of the public

shares if the Company has not consummated its Business Combination within the Combination Period, subject to applicable law.

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 the Company has not consummated an initial Business Combination within the Combination Period, with respect to such Class A ordinary

shares so redeemed.

The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors,

if any, which could have priority over the claims of the Public Shareholders (as defined below).

Company will provide shareholders (the “Public Shareholders”) of its Class A ordinary shares, par value $ 0.0001 , sold

in the IPO (the “Public Shares”), with the opportunity to redeem all or a portion of their Public Shares upon the completion

of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) without

a shareholder vote by means of a tender offer.

The decision as to whether the Company will seek shareholder approval of a Business Combination

or conduct a tender offer will be made by the Company, solely in its discretion.

The Public Shareholders will be entitled to redeem all

or a portion of their Public Shares upon the completion of the 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 the Company

to pay the Company’s taxes, if any, divided by the number of then-outstanding Public Shares, subject to certain limitations.

amount in the Trust Account is initially anticipated to be $ 10.00 per Public Share.

Public Shares have been classified as temporary equity upon the completion of the IPO in accordance with the Financial Accounting Standards

Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities

from Equity.” In such case, the Company will proceed with a Business Combination if the Company receives the approval of an

ordinary resolution.

will have until June 18, 2024, to complete an initial Business Combination.

However, if the Company is unable to complete a Business

Combination within the Combination Period, the Company will (i) cease 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 the Company to pay its 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 liquidating distributions, if any), and (iii) as promptly as reasonably

possible following such redemption, subject to the approval of the Company’s remaining shareholders and its board of directors,

liquidate and dissolve, subject in the case of clauses (ii) and (iii), to the Company’s obligations under Cayman Islands law

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

Extraordinary

General Meeting and Redemption of Shares

March 15, 2023, Plum held an Extraordinary General Meeting of its Shareholders (1) to amend Plum’s amended and restated

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

Plum has to consummate a business combination (the “Articles Extension”) from March 18, 2023 (the “Original Termination

Date”) to June 18, 2023 (the “Articles Extension Date”) and 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 nine times by an additional

one month each time after the Articles Extension Date, by resolution of Plum’s board of directors if requested by the Sponsor,

and upon five days’ advance notice prior to the applicable Termination Date, until March 18, 2024, or a total of up to

twelve months after the Articles Extension Date, unless the closing of Plum’s initial business combination shall have occurred

prior to such date (the “Extension Amendment Proposal”) and (2) to amend the Articles to eliminate from the Articles

the limitation that Plum may not redeem Class A ordinary shares to the extent that such redemption would result in Plum having net

tangible assets (as determined in accordance with Rule 3a 51-1(g)(1)of the Securities Exchange Act of 1934, as amended) of less

than $ 5,000,001 (the “Redemption Limitation”) in order to allow Plum to redeem Public Shares irrespective of whether such

redemption would exceed the Redemption Limitation (the “Redemption Limitation Amendment Proposal”).

The shareholders of Plum

approved the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal at the Shareholder Meeting and on March 15,

2023, Plum filed the amendment to the Articles with the Registrar of Companies of the Cayman Islands.

connection with the vote to approve the Extension Amendment Proposal, the holders of 26,693,416 Class A ordinary shares properly

exercised their right to redeem their shares for cash at a redemption price of $ 10.23 per share, for an aggregate redemption amount of

$ 273,112,311.62 .

Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their Founder Shares, (ii) waive

their redemption rights with respect to their Founder Shares and public shares in connection with a shareholder vote to approve an amendment

to the Company’s amended and restated memorandum and articles of association (A) that would modify the substance or timing

of the Company’s obligation to provide holders of the Class A ordinary shares the right to have their shares redeemed in connection

with the initial Business Combination or to redeem 100 % of its public shares if the Company does 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 the Class A ordinary

shares, (iii) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold

if the Company fails 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 the Company fails to complete its initial Business

Combination within the prescribed time frame) and (iv) vote their Founder Shares and public shares in favor of our initial Business

September 13, 2023, Plum held an Extraordinary General Meeting of its Shareholders (“September Shareholder Meeting”) (1)

to amend the Articles to extend Articles Extension Termination Date from the Articles Extension Date to December 18, 2023 (the “Second

Articles Extension Date”) and to allow the Company, 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 the Second Articles

Extension Date, 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 the Termination Date, unless

the closing of the Company’s initial business combination shall have occurred prior to such date (the “Second Extension Amendment

Proposal”) and (2) to authorize a reduction in the funds held in the Trust Account to an amount equal to $ 20,000,000.00 (the “Trust

Reduction”), which amount will be used to compulsorily redeem up to 3,228,218 Public Shares at a per-share price, payable in cash,

equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the redemption date, including interest

(which interest shall be net of taxes payable), divided by the number of then-outstanding public shares (“Trust Reduction Proposal”).

The shareholders of the Company approved the Second Extension Amendment Proposal and the Trust Reduction Proposal at the Shareholder

Meeting and on September 13, 2023, the Company filed the amendment to the Articles with the Registrar of Companies of the Cayman Islands.

connection with the vote to approve the Second Extension Amendment Proposal, (i) the Sponsor, as the sole holder of Class B Ordinary

Shares, voluntarily elected to convert all Class B Ordinary Shares to Class A Ordinary Shares on a one-for-one basis in accordance with

the Memorandum and Articles of Association (the “Class B Conversion”) and (ii) the holders of 1,972,625 Class A ordinary

shares properly exercised their right to redeem their shares for cash at a redemption price of $ 10.72 per share, for an aggregate redemption

amount of $ 21,142,260.78 (the “Redemption”).

Upon completion of the Class B Conversion and the Redemption, 7,980,409 shares

of Class A common stock, excluding 3,255,593 shares of Class A Ordinary Shares subject to possible redemption, and no shares of Class

B common stock remain issued and outstanding.

approved by its stockholders at the extraordinary general meeting (the “EGM”), the “Company filed an Amended and Restated

Memorandum and Articles of Association (the “A&R Charter”) on October 25, 2023, which (i) extended the date by which

the Company has to consummate a business combination to December 18, 2023 and (ii) allowed the Company, without another shareholder vote,

to elect to extend the Termination Date (as defined in the Proxy Statement) 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 Plum Partners, LLC, 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.

aggregate of 1,972,625 Class A ordinary shares of the Company were tendered for redemption in connection with the shareholders’

vote at the EGM.

Capital Resources, and Going Concern

Company’s liquidity needs up to March 18, 2021 had been satisfied through a capital contribution from the Sponsor of $ 25,000 (see

Note 5) for the Founder Shares.

In addition, in order to finance transaction costs in connection with a Business Combination, the

Company’s Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors, and third parties have

committed to provide the Company Working Capital Loans (see Note 5).

As of December 31, 2023 and 2022, the Company had $ 1,000,000

outstanding under Working Capital Loans.

of December 31, 2023, the Company had $ 94,703 in its operating bank account and a working capital deficit $ 7,590,471 .

connection with the Company’s assessment of going concern considerations in accordance with FASB ASC 205-40, Presentation of Financial

Statements—Going Concern”, management has determined that the Company has and will continue to incur significant costs in

pursuit of its acquisition plans which raises substantial doubt about the Company’s ability to continue as a going concern.

we may need to obtain additional financing either to complete our initial Business Combination or because we become obligated to redeem

a significant number of our Public Shares upon consummation of our initial Business Combination, in which case we may issue additional

securities or incur debt in connection with such Business Combination.

Subject to compliance with applicable securities laws, we would

only complete such financing simultaneously with the completion of our initial Business Combination.

If we are unable to complete our

initial Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate

the Trust Accounts.

In addition, following our initial Business Combination, if cash on hand is insufficient, we may need to obtain additional

financing in order to meet our obligations.

management has determined that if the Company is unable to complete a Business Combination by by June 18, 2024 (the “Combination

Period”), then the Company will cease all operations except for the purpose of liquidating.

The date for mandatory liquidation

and subsequent dissolution as well as the Company’s working capital deficit raise substantial doubt about the Company’s ability

to continue as a going concern.

No adjustments have been made to the carrying amounts of assets or liabilities should the Company be

required to liquidate after the Combination Period.

The Company intends to complete a Business Combination before the mandatory liquidation

2 — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

connection with the preparation of the Company’s consolidated financial statements as of December 31, 2023, management determined

it should restate its previously reported condensed consolidated financial statements for the periods ended March 31, 2023, June 30,

2023, and September 30, 2023.

The Company previously accounted for its subscription liability as a liability classified derivative instrument

which resulted in the Company remeasuring the derivative instrument at fair value at each reporting period with the changes in fair value

recorded within earnings.

The need for the restatement arose out of the results of certain financial analysis the Company performed in

the course of preparing a response to a comment letter received by the United States Securities and Exchange Commission on February 1,

2024, related to the Company’s Registration Statement on Form S-4 filed January 5, 2024.

As a result of this analysis, the Company

concluded that the transaction underlying the subscription liability was representative of the issuance of multiple freestanding instruments

in a bundled transaction which should not have been remeasured at fair value at each reporting period and should have been accounted

for using the relative fair value method of accounting in accordance with ASC 470 as previously concluded during the Company’s

assessment of the Subscription Agreement.

The error occurred as a result of the lack of certain financial analysis and management review

in the course of preparing its consolidated financial statements during the periods previously identified above.

As a result of the error,

the subscription liability and corresponding debt discount recorded within the condensed consolidated balance sheets was overstated,

and the change in fair value recorded within the condensed consolidated statements of operations resulted in the recognition of additional

(expense) and income for certain periods as identified above.

This resulted in an adjustment to the carrying value of debt discount,

net of amortization, subscription liability, additional paid-in capital and accumulated deficit on the condensed balance sheet with the

offset recorded to change in fair value of subscription liability and interest expense – debt discount on the condensed statement

of operations.

connection with the changes listed above, the Company also restated its earnings per share.

restatement had no impact on the Company’s cash position or amount held in the trust account.

relevant unaudited interim financial information for the quarterly periods ended March 30, 2023, June 30, 2023, and September 30, 2023,

is included in Note 11, Quarterly Financial Information (Unaudited).

The categories of misstatements and their impact on the previously

issued financial statements are described in more detail in the tables below.

previously disclosed, the Company determined that its subscription liability, net of debt discount as of the aforementioned periods had

been misstated.

The Company concluded that the impact of applying correction for these errors and misstatements on the aforementioned

financial statements is material.

of Misstatements

Misstatements

Associated with Subscription Liability

Subscription liability

Company previously accounted for its subscription liability as a liability classified derivative instrument which resulted in the Company

remeasuring the derivative instrument at fair value at each reporting period with the changes in fair value recorded within earnings.

However, the subscription liability should not have been remeasured at fair value at each reporting period and should have been accounted

for using the relative fair value method of accounting in accordance with ASC 470.

The subscription liability recorded within the condensed

consolidated balance sheets was overstated, and the change in fair value recorded within the condensed consolidated statements of operations

resulted in the recognition of additional (expense) and income for certain periods as identified above.

Debt discount

debt discount corresponding to the subscription liability recorded within the condensed consolidated balance sheets was overstated, and

the amortization of the debt discount within the condensed consolidated statements of operations resulted in the recognition of additional

(expense) and income for certain periods as identified above.

Additional paid-in capital

correction of the subscription liability resulted in an increase in additional paid-in capital.

Misstatements

Accumulated deficit

correction of the subscription liability and debt discount resulted in additional (expense) and income for certain periods as identified

of Restatement Tables

impact of the revision on the Company’s financial statements is reflected in the following table:

Unaudited Condensed Consolidated Balance

Sheet as of September 30, 2023

$ ( 4,372,334 )

$ ( 9,191,162 )

liability, net of debt discount

current liabilities

$ ( 8,131,050 )

paid-in capital

$ ( 16,347,949 )

$ ( 13,504,009 )

shareholders’ deficit

$ ( 10,942,649 )

$ ( 7,183,933 )

liabilities, redeemable ordinary shares and shareholders’ deficit

$ ( 4,372,334 )

Unaudited Condensed Consolidated Balance

Sheet as of June 30, 2023

$ ( 2,479,445 )

Subscription liability

$ ( 1,946,467 )

liability, net of debt discount

current liabilities

$ ( 1,479,193 )

paid-in capital

$ ( 11,742,106 )

$ ( 1,423,853 )

$ ( 13,165,959 )

shareholders’ deficit

$ ( 5,252,495 )

$ ( 1,000,252 )

$ ( 6,252,747 )

liabilities, redeemable ordinary shares and shareholders’ deficit

$ ( 2,479,445 )

Unaudited Condensed Consolidated Balance

Sheet as of March 31, 2023

$ ( 800,746 )

liability, net of debt discount

current liabilities

$ ( 548,866 )

paid-in capital

$ ( 16,010,590 )

$ ( 15,718,359 )

shareholders’ deficit

$ ( 8,734,659 )

$ ( 8,185,793 )

Condensed Consolidated Statement of Operations for the three months ended September 30, 2023

expense – debt discount

$ ( 2,467,496 )

$ ( 279,013 )

in fair value of subscription liability

$ ( 2,079,310 )

other (expense) income, net

$ ( 4,252,471 )

$ ( 4,605,843 )

$ ( 338,050 )

Basic and diluted net (loss) income per ordinary share, Class A ordinary shares subject to possible redemption

Basic and diluted net (loss) income per ordinary share, Class A ordinary shares

Basic and diluted net (loss) income per ordinary share, Class B ordinary shares

Condensed Consolidated Statement of Operations for the nine months ended September 30, 2023

expense – debt discount

$ ( 3,815,529 )

$ ( 413,944 )

in fair value of subscription liability

$ ( 557,645 )

other (expense) income, net

$ ( 1,049,638 )

Basic and diluted net (loss) income per ordinary share, Class A ordinary shares subject to possible redemption

Basic and diluted net (loss) income per ordinary share, Class A ordinary shares

Basic and diluted net (loss) income per ordinary share, Class B ordinary shares

Condensed Consolidated Statement of Operations for the three months ended June 30, 2023

expense – debt discount

$ ( 1,045,564 )

$ ( 106,416 )

in fair value of subscription liability

$ ( 2,655,232 )

other (expense) income, net

$ ( 1,716,084 )

Basic and diluted net income per ordinary share, Class A ordinary shares subject to possible redemption

Basic and diluted net income per ordinary share, Class B ordinary shares

Unaudited Condensed Consolidated Statement of Operations for the six months ended June 30, 2023

Interest expense – debt discount

$ ( 1,348,033 )

$ ( 134,931 )

Change in fair value of subscription liability

$ ( 2,636,955 )

Total other (expense) income, net

$ ( 1,423,853 )

Net income (loss)

$ ( 1,423,853 )

Basic and diluted net income per ordinary share, Class A ordinary shares subject to possible redemption

Basic and diluted net income per ordinary share, Class B ordinary shares

Condensed Consolidated Statement of Operations for the three months ended March 31, 2023

expense – debt discount

$ ( 302,469 )

in fair value of subscription liability

other (expense) income, net

$ ( 712,278 )

$ ( 420,047 )

Basic and diluted net (loss) income per ordinary share, Class A ordinary shares subject to possible redemption

Basic and diluted net (loss) income per ordinary share, Class B ordinary shares

Condensed Consolidated Statement of Changes in Shareholders’ Deficit for the three months ended September 30, 2023

paid-in capital

$ ( 16,347,949 )

$ ( 13,504,009 )

Issuance of subscription

$ ( 4,605,843 )

$ ( 338,050 )

stockholders’ deficit

$ ( 10,942,649 )

$ ( 7,183,933 )

Condensed Consolidated Statement of Changes in Shareholders’ Deficit for the three months ended June 30, 2023

paid-in capital

$ ( 11,742,106 )

$ ( 1,423,853 )

$ ( 13,165,959 )

Issuance of subscription

$ ( 1,716,084 )

stockholders’ deficit

$ ( 5,252,495 )

$ ( 1,000,252 )

$ ( 6,252,747 )

Condensed Consolidated Statement of Changes in Shareholders’ Deficit for the three months ended March 31, 2023

paid-in capital

$ ( 16,010,590 )

$ ( 15,718,360 )

Issuance of subscription

$ ( 712,278 )

$ ( 420,047 )

stockholders’ deficit

$ ( 8,734,659 )

$ ( 8,185,793 )

Condensed Consolidated Statement of Cash Flows for the nine months ended September 30, 2023

expense – debt discount

$ ( 3,401,585 )

in fair value of subscription liability

$ ( 557,645 )

$ ( 1,049,638 )

Issuance of subscription

Condensed Consolidated Statement of Cash Flows for the six months ended June 30, 2023

expense – debt discount

$ ( 1,213,102 )

in fair value of subscription liability

$ ( 2,636,955 )

$ ( 1,423,853 )

Issuance of subscription

Condensed Consolidated Statement of Cash Flows for the three months ended March 31, 2023

expense – debt discount

$ ( 273,954 )

in fair value of subscription liability

$ ( 712,278 )

$ ( 420,047 )

Issuance of subscription

ACQUISITION CORP.

CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited)(As

of September 30, 2023

Previously Reported

current assets

held in Trust Account

( 4,372,334 )

$ ( 4,372,334 )

REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT

payable and accounts payable

to related party

promissory note - related party

Note - related party

( 9,191,162 )

liability, net of debt discount

current liabilities

( 8,131,050 )

underwriting commissions liabilities

( 8,131,050 )

AND CONTINGENCIES

Class A Ordinary shares subject to possible redemption, 3,255,593 and 31,921,634 shares at $ 10.78 and $ 10.15 redemption value as of September 30, 2023 and December 31, 2022, respectively

Stockholders’

Preferred stock, $ 0.0001 par value;

1,000,000 shares authorized;

none issued and outstanding

Class A ordinary shares, $ 0.0001 par value;

500,000,000 shares authorized;

7,980,409 and 0 shares issued and outstanding (excluding 3,255,593 and 31,921,634 shares subject to possible redemption) as of September 30, 2023 and December 31, 2022, respectively

Class B ordinary shares, $ 0.0001 par value;

50,000,000 shares authorized;

0 and 7,980,409 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively

paid-in capital

( 16,347,949 )

( 13,504,009 )

SHAREHOLDERS’ DEFICIT

( 10,942,649 )

( 7,183,933 )

LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT

$ ( 4,372,334 )

ACQUISITION CORP.

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

(Unaudited)(As Restated)

the three months ended September 30, 2023

Previously Reported

and operating costs

from operations

(expense) income:

in fair value of warrant liabilities

in fair value of subscription liability

( 2,079,310 )

in fair value of Forward Purchase Agreement

of Forward Purchase Agreement

of deferred underwriter fee payable

Expense - Debt Discount

( 2,467,496 )

income – trust account

other (expense) income, net

( 4,252,471 )

(loss) income

$ ( 4,605,843 )

$ ( 338,050 )

average shares outstanding, Class A ordinary shares subject to possible redemption

Basic and diluted net income per ordinary share, Class A ordinary shares subject to possible redemption

average shares outstanding, Class A ordinary shares subject to possible redemption

Basic and diluted net income per ordinary share, Class A ordinary shares

average shares outstanding, Class B ordinary shares

Basic and diluted net income per ordinary share, Class B ordinary shares

ACQUISITION CORP.

CONDENSED CONSOLIDATED

STATEMENT OF OPERATIONS (Unaudited)(As Restated)

the nine months ended September 30, 2023

Previously Reported

and operating costs

from operations

( 2,085,609 )

(expense) income:

in fair value of warrant liabilities

in fair value of subscription liability

in fair value of Forward Purchase Agreement

of Forward Purchase Agreement

of deferred underwriter fee payable

Expense - Debt Discount

( 3,815,529 )

income – trust account

other (expense) income, net

(loss) income

$ ( 1,049,638 )

average shares outstanding, Class A ordinary shares subject to possible redemption

Basic and diluted net income per ordinary share, Class A ordinary shares subject to possible redemption

average shares outstanding, Class A ordinary shares subject to possible redemption

Basic and diluted net income per ordinary share, Class A ordinary shares

average shares outstanding, Class B ordinary shares

Basic and diluted net income per ordinary share, Class B ordinary shares

ACQUISITION CORP.

CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited)(As

of June 30, 2023

Previously Reported

current assets

held in Trust Account

( 2,479,445 )

$ ( 2,479,445 )

REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT

payable and accounts payable

to related party

promissory note – related party

Note – related party

( 1,946,467 )

liability, net of debt discount

current liabilities

( 1,479,193 )

underwriting commissions liabilities

( 1,479,193 )

AND CONTINGENCIES

Class A Ordinary shares subject to possible redemption, 5,228,218 and 31,921,634 shares at $ 10.55 and $ 10.15 redemption value as of June 30, 2023 and December 31, 2022, respectively

Stockholders’

Preferred stock, $ 0.0001 par value;

1,000,000 shares authorized;

none issued and outstanding

Class A ordinary shares, $ 0.0001 par value;

500,000,000 shares authorized;

no shares issued and outstanding (excluding 5,228,218 and 31,921,634 shares subject to possible redemption) as of June 30, 2023 and December 31, 2022, respectively

Class B ordinary shares, $ 0.0001 par value;

50,000,000 shares authorized;

7,980,409 shares issued and outstanding as of June 30, 2023 and December 31, 2022

paid-in capital

( 11,742,106 )

( 1,423,853 )

( 13,165,959 )

SHAREHOLDERS’ DEFICIT

( 5,252,495 )

( 1,000,252 )

( 6,252,747 )

LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT

$ ( 2,479,445 )

ACQUISITION CORP.

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

(Unaudited)(As Restated)

the three months ended June 30, 2023

Previously Reported

and operating costs

from operations

(expense) income:

in fair value of warrant liabilities

in fair value of subscription liability

( 2,655,232 )

in fair value of Forward Purchase Agreement

of Forward Purchase Agreement

of deferred underwriter fee payable

Expense - Debt Discount

( 1,045,564 )

income – trust account

other (expense) income, net

( 1,716,084 )

(loss) income

$ ( 1,716,084 )

average shares outstanding, Class A ordinary shares subject to possible redemption

Basic and diluted net income per ordinary share, Class A ordinary shares subject to possible redemption

average shares outstanding, Class B ordinary

Basic and diluted net income per ordinary share, Class B ordinary shares

ACQUISITION CORP.

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

(Unaudited)(As Restated)

the six months ended June 30, 2023

Previously Reported

and operating costs

from operations

( 1,732,236 )

(expense) income:

in fair value of warrant liabilities

in fair value of subscription liability

( 2,636,955 )

in fair value of Forward Purchase Agreement

of Forward Purchase Agreement

of deferred underwriter fee payable

Expense – Debt Discount

( 1,348,033 )

income – trust account

other (expense) income, net

( 1,423,853 )

(loss) income

$ ( 1,423,853 )

average shares outstanding, Class A ordinary shares subject to possible redemption

Basic and diluted net income per ordinary share, Class A ordinary shares subject to possible redemption

average shares outstanding, Class B ordinary

Basic and diluted net income per ordinary share, Class B ordinary shares

ACQUISITION CORP.

CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited)(As

of March 31, 2023

Previously Reported

current assets

held in Trust Account

REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT

payable and accounts payable

to related party

promissory note - related party

Note - related party

liability, net of debt discount

Purchase Agreement liability

current liabilities

underwriting commissions liabilities

AND CONTINGENCIES

Class A Ordinary shares subject to possible redemption, 3,255,593 and 31,921,634 shares at $ 10.78 and $ 10.15 redemption value as of September 30, 2023 and December 31, 2022, respectively

AND SUBSIDIARIES

STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

THE YEARS ENDED DECEMBER 31, 2024 and 2023

Series A-2 Preferred Stock

Preferred Stock

Private Veea Common Stock

Comprehensive

Stockholders’

Preferred stock, $ 0.0001 par value;

1,000,000 shares authorized;

none issued and outstanding

Class A ordinary shares, $ 0.0001 par value;

500,000,000 shares authorized;

7,980,409 and 0 shares issued and outstanding (excluding 3,255,593 and 31,921,634 shares subject to possible redemption) as of September 30, 2023 and December 31, 2022, respectively

Class B ordinary shares, $ 0.0001 par value;

50,000,000 shares authorized;

0 and 7,980,409 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively

paid-in capital

( 16,010,590 )

( 15,718,359 )

SHAREHOLDERS’ DEFICIT

( 8,734,659 )

( 8,185,793 )

LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT

ACQUISITION CORP.

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

(Unaudited)(As Restated)

the three months ended March 31, 2023

Previously Reported

and operating costs

from operations

( 1,153,282 )

(expense) income:

in fair value of warrant liabilities

( 2,022,486 )

in fair value of subscription liability

in fair value of Forward Purchase Agreement

of Forward Purchase Agreement

of deferred underwriter fee payable

Expense – Debt Discount

income – trust account

other (expense) income, net

(loss) income

$ ( 712,278 )

$ ( 420,047 )

average shares outstanding, Class A ordinary shares subject to possible redemption

Basic and diluted net income per ordinary share, Class A ordinary shares subject to possible redemption

average shares outstanding, Class B ordinary

Basic and diluted net income per ordinary share, Class B ordinary shares

ACQUISITION CORP.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

(Unaudited)(As Restated)

A ordinary shares

B ordinary shares

Shareholders’

Previously Reported

as of December 31, 2022

$ ( 15,298,312 )

$ ( 15,297,513 )

of deferred underwriter fees

of Class A ordinary shares to redemption value

( 3,568,966 )

as of March 31, 2023

( 16,010,590 )

( 8,734,659 )

of Class A ordinary shares to redemption value

as of June 30, 2023

( 11,742,106 )

( 5,252,495 )

of class B shares to Class A shares

( 7,980,409 )

of Class A ordinary shares to redemption value

( 1,084,311 )

( 4,605,843 )

as of September 30, 2023

$ ( 16,347,949 )

$ ( 10,942,649 )

as of December 31, 2022

$ ( 15,298,312 )

Balance, December 31, 2022

$ 123,779,186

of deferred underwriter fees

of Class A ordinary shares to redemption value

of subscription shares (adjustment)

Income (adjustment)

as of March 31, 2023

$ ( 154,849,725 )

$ ( 30,297,723 )

of Class A ordinary shares to redemption value

of subscription shares (adjustment)

Income (adjustment)

Retroactive application of Business Combination (Note 1)

( 35,094,893 )

( 35,920,813 )

as of June 30, 2023

( 7,203,514 )

Balance, December 31, 2022, recasted

( 154,849,725 )

of class B shares to Class A shares

of Class A ordinary shares to redemption value

of subscription shares (adjustment)

Income (adjustment)

as of September 30, 2023

( 30,297,723 )

Conversion of convertible notes and accrued interest

Issuance of warrants in connection with term note

Conversion of promissory notes to Series A-2 Preferred Stock

Conversion of vendor payable to Series A-2 Preferred Stock

Series A-2 Preferred Stock Issuances, net of transaction costs

Common stock issued upon exercise of stock options

Stock based compensation due to common stock purchase options

Foreign currency translation (loss)

( 1,433,388 )

as of December 31, 2022

( 1,433,388 )

Change in ownership percentage of non-controlling interest

( 15,638,589 )

of deferred underwriter fees

of Class A ordinary shares to redemption value

( 15,638,589 )

Balance, December 31, 2023

( 170,282,750 )

of subscription shares (as restated)

loss (as restated)

as of March 31, 2023 (as restated)

( 11,467,130 )

Series A-2 Preferred Stock Issuances, net of transaction costs

Conversion of vendor payable to Series A-2 Preferred Stock

Common stock issued upon exercise of stock options

Stock based compensation for stock options

Common stock issued upon exercise of stock options, pre Business Combination

Exercise of Common Stock Warrants - related party

Issuance of Common Stock in exchange for services in connection with A-2 Preferred Stock Issuances, recasted

Issuance of Common Stock upon conversion of debt at Business Combination (Note 1)

Issuance of Common Stock upon conversion of Sponsor and related party notes and warrants at Business Combination (Note 1)

Issuance of Common Stock to Plum Sponsors and Investors at Business Combination (Note 1)

Issuance of Common Stock to Plum Shareholders at Business Combination (Note 1)

( 6,901,658 )

of Class A ordinary shares to redemption value

of subscription shares (as restated)

income (as restated)

as of June 30, 2023 (as restated)

( 6,901,598 )

Issuance of Common Stock related to new financing (Note 1)

Common Stock issued for services

Common stock issued upon exercise of stock options, post Business Combination

Warrant exercise

Common Stock issued as stock based compensation for restricted stock units

Settlement of convertible note agreement for shares issued

( 16,302,389 )

of class B shares to Class A shares

( 16,302,389 )

of Class A ordinary shares to redemption value

Foreign currency translation gain

( 47,547,768 )

of subscription shares (as restated)

loss (as restated)

as of September 30, 2023 (as restated)

Balance, December 31, 2024

( 217,830,518 )

( 17,024,824 )

accompanying notes are an integral part of these consolidated financial statements.

AND SUBSIDIARIES

STATEMENTS OF CASH FLOWS

THE YEARS ENDED DECEMBER 31, 2024 and 2023

For the year ended

Cash flows from operating activities

Adjustments to reconcile net loss to net cash used for operating activities:

Depreciation and amortization

Amortization of debt issuance costs

Loss on initial issuance of debt

Change in fair value of convertible note option liability

Change in fair value of warrant liabilities

Loss on initial issuance of Earn-out Share Liability

Change in fair value of Earn-out Share Liability

Impairment loss on investment

Stock based compensation

Provision for inventory obsolescence

Interest expense on convertibles notes converted

Unrealized foreign currency transaction (gain) loss

Amortization of operating lease right of use assets

Changes in operating assets and liabilities:

Accounts receivable

Prepaid and other current assets

Security deposit

Accounts payable

Accrued expenses

Accrued interest

Operating lease payments

Net cash used in operating activities

Cash flows from investing activities

Purchase of property and equipment

Purchase of intangible assets and trademarks

Net cash used in investing activities

Cash flows from financing activities

Proceeds from issuance of unrelated party convertible notes

Proceeds from term loan

Payment of unrelated party debt

Proceeds from revolving line of credit

Proceeds from notes - related party

Proceeds from reverse recapitalization

Proceeds from the exercise of stock options for common stock

Proceeds from prepaid investor subscriptions

Proceeds from the issuance of Class A common stock, net of transaction costs

Net cash provided by financing activities

Effect of exchange rate changes on cash

Net increase (decrease) in cash and cash equivalents

Cash and cash equivalents at beginning of year

Cash and cash equivalents at end of year

Non-cash activities

Initial measurement of debt discount on the convertible note

Initial measurement of the Contingent Financing Costs

Initial measurement of the convertible note option liability

Conversion of related party notes to Common Stock

Initial measurement of the convertible note option liability

Conversion of principal on related party notes to Common Stock

Conversion of interest on related party notes to Common Stock

Issuance of Common Stock related to convertible note payable

Conversion of vendor payable to Common Stock

Conversion of principal on convertible notes to preferred stock - Series A-1

Conversion of interest on convertible notes to preferred stock - Series A-1

Private Veea Warrants issued with term note payable

Conversion of notes payable to Series A-2 Preferred Shares

Supplemental cash flow information

Interest paid

accompanying notes are an integral part of these consolidated financial statements.

and Subsidiaries

Notes to the Consolidated Financial Statements

For the Years ended December 31, 2024 and 2023

- DESCRIPTION OF BUSINESS

Company is a provider of edge computing and communications devices (i.e., “VeeaHub®” devices), applications and services

hosted on its edge Platform-as-a-Service (“ePaaS”).

Veea Edge Platform ePaaS is an end-to-end platform that is both locally-

and cloud-managed.

VeeaHub® products are converged computing and communications (i.e., hyperconverged) indoor and outdoor devices,

about the size of a Wi-Fi Access Point (AP), that provide for networking and computing solutions for AI-assisted applications and solutions

at the edge where people, places, and things connect to the network.

Edge Platform™ provides for highly secure connectivity, computing, and IoT solutions through full stack platform for digital transformation

of industries as well as unserved or underserved communities that lack Internet connectivity and essential applications and services.

It further enables 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.

We have redefined and simplified edge computing and connectivity with Veea Edge Platform™,

easily deployable products that fully integrate hardware, system software, technologies, and edge applications.

We are demonstrating,

globally, that the Veea Edge Platform™ enables our partners and customers to champion digital transformations in multiple vertical

our innovative Veea Edge Platform, we have created a new product category that brings cloud capabilities close to the user, as an alternative

to cloud computing, with benefits in optimal latency, lower data transport costs, data privacy, security and ownership, Edge AI, “always-on”

availability at the edge for mission critical applications, and contextual awareness for people, devices and things connected to the

The Company was recognized in 2023 by Gartner as a Leading Smart Edge Platform for the innovativeness and capabilities of our

Veea Edge Platform and a Cool Vendor in Edge Computing in 2021.

Veea was named in Market Reports World’s in its research report

published in October 2023 as one of the top 10 Edge AI solution providers alongside of IBM, Microsoft, Amazon Web Services among others.

On September 13, 2024 Plum Acquisition Corp.

a special purpose acquisition company, Veea Inc., a Delaware corporation (“Private Veea”) consummated its previously announced

Business Combination, pursuant to that certain Business Combination Agreement, dated November 27, 2023 (as amended on June 13, 2024 and

September 13, 2024, the “Business Combination Agreement”), between Plum, Private Veea, and Plum Merger Sub, a Delaware corporation)

(“Plum Merger Sub”).

In connection with the consummation of the Business Combination (the “Closing”) (i) Plum

de-registered from the Register of Companies in the Cayman Islands by way of continuation out of the Cayman Islands and into the State

of Delaware, migrating to and domesticating as a Delaware corporation (the “Domestication”), and (ii) the merger (the “Merger”)

of Plum Merger Sub with and into Private Veea was completed and the separate corporate existence of Plum Merger Sub ceased, with Private

Veea as the surviving corporation becoming a wholly owned subsidiary of Plum.

Following the Closing Plum changed its name from “Plum

Acquisition Corp.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)(As Restated)

the nine months ended September 30, 2023

Flows from Operating Activities:

(loss) income

$ ( 1,049,638 )

to reconcile net loss to net cash used in operating activities:

earned on investments held in Trust Account

( 4,344,597 )

in fair value of warrant liabilities

of deferred underwriter fees

of Forward Purchase Agreement

in fair value of Forward Purchase Agreement

in fair value of subscription liability

expense - debt discount

( 3,401,585 )

in operating assets and liabilities:

to related party

payable and accrued expenses

cash used in operating activities

flows from Investing Activities:

payment deposit in Trust

( 1,095,000 )

withdrawn for redemptions

cash provided by investing activities

flows from Financing Activities:

from the subscription liability

from Trust Account for ordinary shares

( 294,254,572 )

from note payable-related party

cash (used in) provided by financing activities

( 292,443,628 )

I” to “Veea Inc.” (hereinafter “Veea” or “the Company” and Private Veea changed

its name from “Veea Inc.” to “VeeaSystems Inc.” See Note 4 “Recapitalization” for more information.

The Company has six 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, VeeaSystems SAS,

a French simplified joint stock company and Veea Systems Mexico, S.

de C.V., a limited liability company organized under the General

Mercantile Corporations law of Mexico (“VeeaSystems MX”).

VeeaSystems MX is 95 % owned by Veea Systems Inc.

and, due to local

law requirements, the remaining 5 % is held by Veea’s CEO The Company is headquartered in New York City with offices in the United

States, Mexico and Europe.

and Subsidiaries

Notes to the Consolidated Financial Statements

For the Years ended December 31, 2024 and 2023

– LIQUIDITY AND MANAGEMENT’S PLAN

Since our inception the Company has

incurred significant operating losses and negative cash flows.

To date, the Company has financed its operations primarily through private

placements of equity securities and debt.

As of December 31, 2024 and 2023, the Company had an accumulated deficit of $ 217.8 million and

$ 170.3 million, respectively.

As of December 31, 2024 and 2023, the Company had cash of $ 1.7 million and $ 6.0 million, respectively.

of December 31, 2024, the Company had $ 13.9 million outstanding debt, of which approximately $ 1.2 million was outstanding under the September

2024 Notes and $ 12.7 million was outstanding under our working capital facility.

The Company’s consolidated financial statements

have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets

and satisfaction of liabilities in the normal course of business.

The consolidated financial statements do not include adjustments to

reflect the possible future effects on the recoverability and classification of recorded assets or the amounts of liabilities that might

be necessary should the Company be unable to continue as a going concern.

Although we have incurred recurring

losses each year since our inception, we plan to fund our operations and capital funding needs through a combination of private and public

equity and debt offerings, or a combination thereof, including, (1) available cash proceeds from equity sales under the ELOC Program,

(2) cash proceeds from a substantial strategic investment anticipated to close in the second quarter of 2025, and (3) savings from planned

expense reduction measures.

Taking into account these plans as

well as (1) the expected cash tax refund of up to $ 2.0 million in respect of the Company’s UK subsidiary’s 2023 and 2024 research

and development activities, (2) the anticipated refund by June 30, 2025, of up to $ 5.0 million of the Company’s prepayment for purchased

inventory and (3) potential additional investments in the form of debt or equity to fund operating deficits from existing investors, including

related parties, which may include the Company’s CEO and his affiliates, the Company expects it will be able to fund its operations

over the next twelve months and has a reasonable basis to believe it has alleviated substantial doubt regarding its ability to continue

as a going concern.

Although management continues to pursue these plans, there is no assurance that the Company will be successful in

obtaining sufficient funding on terms acceptable to the Company, if at all.

- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of Consolidation

Company’s consolidated financial statement include the accounts of the Company and its wholly owned subsidiaries.

All significant

intercompany accounts and transactions have been eliminated in consolidation.

We consolidate any variable interest entity (“VIE”)

where we have determined we are the primary beneficiary.

The primary beneficiary is the entity which has both:

(i) the power to direct

the activities of the VIE that most significantly impact the VIE’s economic performance;

and (ii) the obligation to absorb losses

or receive benefits of the entity that could potentially be significant to the VIE.

During 2024, the Company had one VIE, VeeaSystems

Transactions with VeeaSystems MX were immaterial during all periods presented and are not separately disclosed.

of Presentation and Significant Accounting Policies

accompanying consolidated financial statements have been prepared in accordance with U.S.

generally accepted accounting principles (“U.S.

GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding annual financial

Any reference in these notes to applicable accounting guidance is meant to refer to the authoritative U.S.

GAAP included in

the Accounting Standards Codification (“ASC”), and Accounting Standards Update (“ASU”) issued by the Financial

Accounting Standards Board (“FASB”).

of the Company is required to make certain estimates, judgments, and assumptions during the preparation of its consolidated financial

statements in accordance with GAAP.

The Company believes that these estimates, judgments and assumptions are reasonable under the circumstances.

These estimates, judgments, and assumptions impact the reported amounts of assets, liabilities, revenue, and expenses, and the related

disclosure of contingent assets and liabilities.

Actual results could differ from these estimates.

Changes in such estimates could affect

amounts reported in future periods.

On an ongoing basis, the Company evaluates its estimates and judgments including those related to:

liquidity and going concern, the useful lives and recoverability of property and equipment and definite-lived intangible assets;

recoverability of goodwill and indefinite-lived intangible assets;

the carrying value of accounts receivable, including the determination

of the allowance for credit losses;

inventory, including the determination of allowances for estimated excess or obsolescence;

value of warrants;

the fair value of acquisition- related contingent consideration arrangements;

unrecognized tax benefits;

legal contingencies;

the incremental borrowing rate for the Company’s leases;

and the valuation of stock-based compensation, among others.

and Subsidiaries

Notes to the Consolidated Financial Statements

For the Years ended December 31, 2024 and 2023

Reclassification

amounts from prior period financial statements have been reclassified to align with the presentation used in the current consolidated

financial statements for comparative purposes.

These reclassifications had no material effect on the Company’s previously issued

financial statements.

Growth Company Status

Company is an emerging growth company, as defined in the JOBS Act.

Under the JOBS Act, emerging growth companies can delay adopting new

or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private

The Company has elected to use this extended transition period for complying with new or revised accounting standards that

have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth

company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act.

As a result, these

financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company

effective dates.

The Company complies with ASU 2023-07,

“Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures,” which improves reportable segment disclosure

requirements, primarily through enhanced disclosures about significant segment expenses among other disclosure requirements.

See Note 17 – Segment information for more information.

Fair Value Measurement

value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous

market in an orderly transaction between market participants on the measurement date.

Valuation techniques used to measure fair value

maximize the use of observable inputs and minimize the use of unobservable inputs.

The fair value hierarchy is based on three levels

of inputs, of which the first two are considered observable and the last is considered unobservable:

Level 1 - Observable

inputs obtained from independent sources, such as quoted market prices for identical assets

and liabilities in active markets.

Level 2 - Other

inputs, which are observable directly or indirectly, such as quoted market prices for similar

assets or liabilities in active markets, quoted market prices for identical or similar assets

or liabilities in markets that are not active, and inputs that are derived principally from

or corroborated by observable market data.

Level 3 - Unobservable

inputs for which there is little or no market data and require the Company to develop its

own assumptions, based on the best information available in the circumstances, about the

assumptions market participants would use in pricing the assets or liabilities.

Company issued common stock warrants classified as equity securities which do not require recurring fair value measurement.

11 – Warrants for the assumptions used in estimating the fair value of such common stock warrants .

and Subsidiaries

to the Consolidated Financial Statements

the Years ended December 31, 2024 and 2023

Fair Value Measurements

following methods and assumptions were used to estimate the fair value of each class of financial assets and liabilities for which it

is practicable to estimate fair value:

market funds - The carrying amount of money market funds approximates fair value and is classified within Level 1 because the fair value

is determined through quoted market prices.

Warrants - The carrying value of the warrants is classified within Level 2 because the fair value is determined through quoted

market prices, which are valued using the closing market price of the public warrants as the private placement warrants have terms and

provisions that are identical to those of the public warrants.

Note Option Liability - The initial measurement and carrying value of the conversion option is classified within Level 3 because the

fair value is determined through an option pricing model.

Share Liability - The initial measurement and carrying value is classified within Level 3 because the fair value is determined through

Monte Carlo simulation.

Company’s remaining financial instruments that are measured at fair value on a recurring basis consist primarily of cash, accounts

receivable, accounts payable, accrued expenses, and other current liabilities.

The Company believes their carrying values are representative

of their fair values due to their short-term maturities.

Company evaluates whether acquired net assets should be accounted for as a business combination or an asset acquisition by first applying

a screen test to determine whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable

asset or group of similar identifiable assets.

If so, the transaction is accounted for as an asset acquisition.

If not, the Company applies

its judgement to determine whether the acquired net assets meets the definition of a business by considering if the set includes an acquired

input, process, and the ability to create outputs.

Company accounts for business combinations using the acquisition method when it has obtained control.

The Company measures goodwill as

the fair value of the consideration transferred, including the fair value of any non-controlling interest recognized, less the net recognized

amount of the identifiable assets acquired and liabilities assumed, all measured at their fair value as of the acquisition date.

costs, other than those associated with the issuance of debt or equity securities, that the Company incurs in connection with a business

combination are expensed as incurred.

contingent consideration (i.e., earnout liabilities) is measured at fair value at the acquisition date.

For contingent consideration

that do not meet all the criteria for equity classification, such contingent consideration are required to be recorded at their initial

fair value at the acquisition date, and on each balance sheet date thereafter.

Changes in the estimated fair value of liability-classified

contingent consideration are recognized on the consolidated statements of operations in the period of change.

and Subsidiaries

to the Consolidated Financial Statements

the Years ended December 31, 2024 and 2023

the initial accounting for a business combination has not been finalized by the end of the reporting period in which the transaction

occurs, the Company reports provisional amounts.

Provisional amounts are adjusted during the measurement period, which does not exceed

one year from the acquisition date.

These adjustments, or recognition of additional assets or liabilities, reflect new information obtained

about facts and circumstances that existed at the acquisition date that, if known, would have affected the amounts recognized at that

and Cash Equivalents

balances are held in U.S.

and European banks.

Cash balances held in the U.S.

are insured by the Federal Deposit Insurance Corporation

subject to certain limitations.

The Company maintains its cash balances in highly rated financial institutions.

At times, cash balances

may exceed federally insurable limits.

Company is not subject to any contractual agreement that contains restrictions on the Company’s use or withdrawal of its cash or

cash equivalents.

Company recognizes revenue based on the satisfaction of distinct obligations to transfer goods and services to customers.

generates revenue from hardware sales and the sale of licenses and subscriptions.

The Company applies a five-step approach as defined

in ASC 606, Revenue from Contracts with Customers, in determining the amount and timing of revenue to be recognized:

(1) identify the

contract with a customer;

(2) identify the performance obligations in the contract;

(3) determine the transaction price;

the transaction price to the performance obligations in the contract;

and (5) recognize revenue when a corresponding performance obligation

is satisfied.

Most contracts with customers are to provide distinct products or services within a single contract.

However, if a contract

is separated into more than one performance obligation, the total transaction price is allocated to each performance obligation in an

amount based on the estimated relative standalone selling price.

Company earns revenue from the sale of its VeeaHub® devices, licenses and subscriptions.

The Company generated revenues of $ 141,760

and $ 9,072,130 during the years ended December 31, 2024 and 2023, respectively.

2023 revenue was generated from the license of

2024 revenue for all periods presented was generated principally from paid pilots.

licenses of technology, recognition of revenue is dependent upon whether the Company has delivered rights to the technology, and whether

there are future performance obligations under the contract.

Revenue from non-refundable upfront payments is recognized when the license

is transferred to the customer and the Company has no other performance obligations.

Revenue for licenses delivered under a subscription

model having terms between one and twelve-months are recognized over-time.

Subscription revenue is generated through sales of monthly

subscriptions.

Customers pay in advance for the licenses and subscriptions.

Revenue is initially deferred and is recognized using the

straight-line method over the term of the applicable subscription period.

from hardware sales is recognized at a point-in-time, which is generally at the point in time when products have been shipped, right

to payment has been obtained and risk of loss has been transferred.

Certain of the Company’s product’s performance obligations

include proprietary operating system software, which typically is not considered separately identifiable.

Therefore, sales of these products

and the related software are considered one performance obligation.

from all sales types is recognized at the transaction price - the amount management expects to be entitled to in exchange for transferring

goods or providing services.

Transaction price is calculated as selling price net of variable consideration which may include estimates

for future returns, price protection, warranties, and other customer incentive programs based upon the Company’s expectation and

historical experience.

Company contracts with customers under non-cancellable arrangements.

While customers, including resellers, may cancel master purchase

agreements under certain circumstances, customers may not cancel or modify purchase orders placed under the terms of such master purchase

Each purchase order is therefore a contract with the customer, i.e., the purchase of a quantity of any given, single product;

further, purchase orders do not commit the customer to purchase any further volumes over time.

Contract modifications do not carry revenue

recognition implications as revenue is not recognized until control over products, or intellectual property, as applicable, has transferred

to the customer.

Company has service arrangements where net sales are recognized over time.

These arrangements include a variety of post-contract support

service offerings, which are generally recognized over time as the services are provided, including maintenance and support services,

and professional services to help customers maximize their utilization of deployed systems.

and Subsidiaries

Notes to the Consolidated Financial Statements

For the Years ended December 31, 2024 and 2023

contract liability for deferred revenue is recorded when consideration is received or is unconditionally due from a customer prior to

transferring control of goods or services to the customer under the terms of a contract.

Deferred revenue balances typically result from

advance payments received from customers for product contracts or from billings in excess of revenue recognized on services arrangements.

Deferred revenue balances were not significant as of December 31, 2024 and 2023.

Disaggregation

The following tables summarize revenue from contracts with customers

for the years ended December 31, 2024 and 2023, respectively:

the year ended December 31,

Hardware, net

The Company accrues the estimated cost of product warranties at the

time of recognizing revenue.

The Company’s standard product warranty terms generally include post-sales support and repairs or replacement

of a product at no additional charge for a specified period of time.

The Company actively monitors and evaluates the quality of its component

The estimated warranty obligation is based on contractual warranty terms, repair costs, and the Company’s baseline experience.

The Company’s standard warranty terms are twelve months.

Warranty expense was not significant for the years ended December 31, 2024

accounts receivable are recognized and carried at billed amounts less an allowance for credit losses.

The Company adopted the Current

Expected Credit Losses (“CECL”) guidance effective January 1, 2023.

The Company maintains the allowance for estimated losses

resulting from the inability of the Company’s customers to make required payments.

The allowance represents the current estimate

of lifetime expected credit losses over the remaining duration of existing accounts receivable considering current market conditions

and supportable forecasts when appropriate.

The estimate is a result of the Company’s ongoing evaluation of collectability, customer

creditworthiness, historical levels of credit losses, and future expectations.

The allowance for credit losses were not significant as

of December 31, 2024 and 2023.

The Company values inventory at the lower of cost or net realizable

Cost is computed using standard cost which approximates actual cost on a first-in, first-out basis.

At each reporting period, the

Company assesses the value of its inventory and writes down the cost of inventory to its net realizable value, if required, for estimated

excess or obsolescence.

Factors influencing these adjustments include changes in future demand forecasts, market conditions, technological

changes, product life cycle and development plans, component cost trends, product pricing, physical deterioration, and quality issues.

The write down for excess or obsolescence is charged to the provision for inventory, in the Company’s consolidated statements of

operations and comprehensive loss.

At the point of the loss recognition, a new, lower cost basis for that inventory is established, and

subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis.

year ended December 31, 2024, the Company recorded $ 551,492 as a provision for inventory.

and Subsidiaries

Notes to the Consolidated Financial Statements

For the Years ended December 31, 2024 and 2023

of Goods Sold

of goods sold consists primarily of the cost of finished goods, components purchased for manufacturing, and freight.

Cost of goods sold

also includes third-party vendor costs related to cloud hosting fees.

Company considers shipping and handling to customers to represent activities performed in fulfilling the contract with the customer.

When shipping is charged to the customer, the Company nets such charges against actual shipping costs incurred.

Collected from Customers

imposed by governmental authorities on the Company’s revenue producing activities, such as sales taxes, are excluded from net sales.

and Development

and development (“R&D”) costs that do not meet the criteria for capitalization are expensed as incurred.

primarily consist of employee compensation, employee benefits, stock-based compensation related to technology developers and product

management employees, as well as fees paid for outside services and materials.

and Marketing

and marketing costs consist of compensation and other employee related costs for personnel engaged in selling and marketing, and sales

support functions.

Selling expenses also include marketing, and the costs associated with customer evaluations.

The Company does not

incur advertising costs.

and Administrative Expense

and administrative expense consists of compensation expense (including stock-based compensation expense), executive management, finance,

legal, tax, and human resources.

General and administrative expense also include transaction costs, expenses associated with facilities,

information technology, external professional services, legal costs and settlement of legal claims, unrealized foreign currency transaction

gain/loss and other administrative expenses.

and Subsidiaries

to the Consolidated Financial Statements

the Years ended December 31, 2024 and 2023

and Equipment, net

and equipment, net is stated at cost and depreciated on a straight-line basis of five to seven years for furniture and fixtures and five

years for computer equipment.

Leasehold improvements are capitalized and amortized over the shorter of their useful lives or remaining

Repair and maintenance costs are charged to operations in the periods incurred.

Upon retirement or sale, costs and related

accumulated depreciation or amortization are removed from the balance sheets and the resulting gain or loss is included in operating

expense in the Company’s consolidated statements of operations and comprehensive loss.

Goodwill represents the excess of the aggregate purchase consideration

over the fair value of the net assets acquired.

Goodwill is reviewed for impairment on an annual basis, or more frequently if events or

changes in circumstances indicate that the carrying amount of goodwill may be impaired.

In conducting its annual impairment test, the

Company first reviews qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is

less than its carrying amount.

If factors indicate that the fair value of the reporting unit is less than its carrying amount, the Company

performs a quantitative assessment, and the fair value of the reporting unit is determined by analyzing the expected present value of

future cash flows.

If the carrying value of the reporting unit continues to exceed its fair value, the fair value of the reporting unit’s

goodwill is calculated and an impairment loss equal to the excess is recorded.

The Company’s goodwill was recorded in connection

with an acquisition consummated in June 2018.

For each of the years ended December 31, 2024 and 2023, there were no events or indicators

that goodwill was impaired.

of Long-Lived Assets

assets with finite lives consist primarily of property and equipment, operating lease right-of-use assets, and intangible assets which

are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the undiscounted future

net cash flows expected to be generated by the asset.

If the carrying amount of an asset exceeds its estimated future undiscounted cash

flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset.

Company accounts for stock-based compensation expense in accordance with ASC 718, Compensation-Stock Compensation (“ ASC

The Company measures and recognizes compensation expense for all stock-based awards based on estimated fair values on the

date of the grant, recognized over the requisite service period.

For awards that vest solely based on a service condition, the Company

recognizes stock-based compensation expense on a straight-line basis over the requisite service period.

The Company accounts for forfeitures

in the period in which they occur.

June 8, 2018, the Company converted from an S Corporation to a C Corporation for federal and state income tax purposes.

prior to the conversion to a C corporation, the Company did not record deferred tax assets or liabilities or have any net operating loss

carryforwards.

The Company is required to file tax returns in the U.S.

federal jurisdiction and various states and local municipalities.

The Companies non-US subsidiaries are required to files tax returns in the jurisdictions of their organization.

judgment is required in determining the Company’s uncertain tax positions.

It is not expected that there will be a significant

change in uncertain tax positions for the years ended December 31, 2024 and December 31, 2023, respectively.

Operations and Foreign Currency Translation

currency of the primary economic environment in which the operations of the Company and its U.S.

subsidiaries are conducted is the United

States dollar (“USD”).

Accordingly, the Company and all of its U.S.

subsidiaries use USD as their functional currency.

results of the Company’s non-U.S.

subsidiaries, whose functional currency are the local currencies of the economic environment

in which they operate, are translated into USD in accordance with GAAP.

and Subsidiaries

Notes to the Consolidated Financial Statements

For the Years ended December 31, 2024 and 2023

and liabilities are translated at year-end exchange rates, while revenues and expenses are translated at average exchange rates during

Differences resulting from translation are presented in equity as accumulated other comprehensive loss.

Transaction gains and

losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included

in the results of operations as incurred.

Foreign currency transaction (gain) loss, mainly related to intercompany transactions, is included

in the consolidated statements of operations.

For the years ended December 31, 2024 and 2023, transactions losses were $ 1,231,954 and

$ 1,433,388 , respectively.

Comprehensive

loss consists of two components, net loss and other comprehensive income (loss), net.

Other comprehensive income (loss), net is defined

as revenue, expenses, gains, and losses that under GAAP are recorded as an element of stockholders’ deficit but are excluded from

The Company’s other comprehensive loss consists of foreign currency translation adjustments that result from the consolidation

of its foreign subsidiaries and is reported net of tax effects.

Company holds non-marketable equity and other investments (“privately held investments”) which are included in noncurrent

assets in the Company’s consolidated balance sheet.

The Company monitors these investments for impairments and makes adjustments

in carrying values if management determines that an impairment charge is required based primarily on the financial condition and near-term

prospects of these investments.

Concentration

instruments that potentially subject the Company to a significant concentration of credit risk consist primarily of cash and cash equivalents,

and accounts receivable.

Cash balances may exceed the Federal Deposit Insurance Corporation (“FDIC”) insurance limit of $ 250,000 .

The Company has not experienced any losses in such accounts.

the year ended December 31, 2024, four customers accounted for 15 %, 20 %, 15 % and 15 %, respectively, of the Company’s revenue.

the year ended December 31, 2023 one customer accounted for 99 % of the Company’s revenue.

For the year ended December 31, 2024,

two vendors accounted for 37 % and 36 %, respectively, of the Company’s total vendor purchases.

For the year ended December 31, 2023,

one supplier accounted for 39 % of the Company’s total supplier purchases.

of December 31, 2024, three customers accounted for 11 %, 14 % and 17 % of the Company’s accounts receivable, and two vendors accounted

for 19 % and 13 % of the Company’s accounts payable balance.

As of December 31, 2023, two customers accounted for 36 % and 23 % of

the Company’s accounts receivable, and no vendor accounted for 10% or more of the Company’s accounts payable balance.

and Subsidiaries

Notes to the Consolidated Financial Statements

For the Years ended December 31, 2024 and 2023

per Share, recasted

net loss per share is calculated by dividing net loss attributable to common stockholders by the weighted-average number of shares of

common stock outstanding during the year.

Diluted net loss per share is based upon the diluted weighted-average number of shares outstanding

during the year.

Diluted net loss per share gives effect to all potentially dilutive common share equivalents, including stock options,

and warrants, to the extent they are dilutive.

See Note 15 - Earnings Per Share .

the Company issues convertible debt, it first evaluates the balance sheet classification of the convertible instrument in its entirety

to determine (1) whether the instrument should be classified as a liability under ASC 480, Distinguishing Liabilities from Equity, and

(2) whether the conversion feature should be accounted for separately from the host instrument.

A conversion feature of a convertible

debt instrument would be separated from the convertible instrument and classified as a derivative liability if the conversion feature,

were it a standalone instrument, meets the definition of a “derivative” in ASC 815, Derivatives and Hedging.

conversion feature meets the definition of an embedded derivative, it would be separated from the host instrument and classified as a

derivative liability carried on the consolidated balance sheet at fair value, with any changes in its fair value recognized currently

in the consolidated statements of operations.

See Note 7 “Debt” for further information.

Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s

specific terms and applicable authoritative guidance in FASB Accounting Standards Codification 480, “Distinguishing Liabilities

from Equity” (“ASC 480”) and ASC 815, “Derivatives and Hedging” (“ASC 815”).

The assessment

considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant

to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants

are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement”

in a circumstance outside of the Company’s control, among other conditions for equity classification.

This assessment, which requires

the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while

the warrants are outstanding.

issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component

of additional paid-in capital at the time of issuance.

For issued or modified warrants that do not meet all the criteria for equity classification,

the warrants are required to be recorded at their initial fair value on the date of issuance, and at their fair value on each balance

sheet date thereafter.

Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss in the Company’s

consolidated statements of operations.

Company accounts for the Public and Private warrants in accordance with guidance contained

in ASC 815-40.

Such guidance provides that because the Public warrants meet the criteria

for equity treatment.

Such guidance provides that because the Private warrants do not meet

the criteria for equity treatment thereunder, each warrant must be recorded as a liability

See Note 11 “Warrants” for further information.

and Subsidiaries

to the Consolidated Financial Statements

the Years ended December 31, 2024 and 2023

Pronouncements Recently Adopted

November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures”.

This ASU includes amendments that expand the existing reportable segment disclosure requirements and requires disclosure of (i) significant

expense categories and amounts by reportable segment as well as the segment’s profit or loss measure(s) that are regularly provided

to the chief operating decision maker (the “CODM”) to allocate resources and assess performance;

(ii) how the CODM uses each

reported segment profit or loss measure to allocate resources and assess performance;

(iii) the nature of other segment balances contributing

to reported segment profit or loss that are not captured within segment revenues or expenses;

and (iv) the title and position of the

individual or name of the group or committee identified as the CODM.

We adopted the ASU on January 1, 2024, and the adoption did not

have a material impact on the Company’s consolidated financial statements.

Accounting Pronouncements Not Yet Adopted

December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures”.

The ASU requires

that an entity disclose specific categories in the effective tax rate reconciliation as well as reconciling items that meet a quantitative

Further, the ASU requires additional disclosures on income tax expense and taxes paid, net of refunds received, by jurisdiction.

The new standard is effective for annual periods beginning after December 15, 2024 on a prospective basis with the option to apply it

retrospectively.

Early adoption is permitted.

The adoption of this guidance will result in the Company being required to include enhanced

income tax related disclosures.

The Company is currently evaluating the impact this standard will have on its consolidated financial

November 2024, the FASB issued ASU 2024-03, " Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures

(Subtopic 220-40):Disaggregation of Income Statement Expenses " ("ASU 2024-03").

The standard requires additional disclosure

of certain costs and expenses within the notes to the financial statements.

The provisions of the standard are effective for annual reporting

periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted.

This accounting standards update may be applied either prospectively or retrospectively.

The Company is currently evaluating the impact

this standard will have on its consolidated financial statements.

- REVERSE RECAPITALIZATION

As discussed in Note 1, “Organization and Business Operations”,

the Business Combination was consummated on September 13, 2024, which, for accounting purposes, was treated as the equivalent of Private

Veea issuing stock for the net assets of Plum, accompanied by an equity recapitalization of Private Veea.

Under this method of accounting,

Plum was treated as the acquired company for financial accounting and reporting purposes under GAAP.

This determination was primarily

based on the assumption that:

● Private Veea’s current shareholders will hold a majority of the

voting power of New Plum (“New Plum”) post Business Combination

● effective upon the Business Combination, the post-combination Board

will consist of seven (7) directors, including five (5) directors designated by Private Veea, one (1) director designated by Plum and

one (1) director mutually agreed upon by Plum and Private Veea;

and Subsidiaries

to the Consolidated Financial Statements

the Years ended December 31, 2024 and 2023

● Private Veea’s operations will substantially comprise the ongoing operations of New Plum;

● Private Veea’s senior management will comprise the senior management of New Plum.

determining factor was that Plum does not meet the definition of a “business” pursuant to ASC 805-10-55, Business Combinations

(“ASC 805”), and thus, for accounting purposes, the Business Combination will be accounted for as a reverse recapitalization,

within the scope of ASC 805.

The net assets of Plum will be stated at historical cost, with no goodwill or other intangible assets recorded.

Any excess of the fair value of shares issued to Plum over the fair value of Plum’s identifiable net assets acquired represents

compensation for the service of a stock exchange listing for its shares and is expensed as incurred.

Upon closing of the Business Combination, the Company received net

proceeds of $ 1.1 million from the Business Combination, offset by total transaction costs of $ 5.3 million.

The following table reconciles

the elements of the Business Combination to the consolidated statements of cash flows and the consolidated statement of changes in stockholders’

equity (deficit) for the year ended December 31, 2024:

Cash-trust and cash, net of redemptions

transaction costs

and professional fees, paid

( 5,345,222 )

Change in Cash

Beginning of period

End of period

investing and financing activities:

of Class A ordinary shares subject to possible redemption

of subscription shares

ACQUISITION CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)(As Restated)

the six months ended June 30, 2023

Flows from Operating Activities:

(loss) income

Net proceeds from the Business Combination

private placement warrant liabilities

( 1,041,119 )

to reconcile net loss to net cash used in operating activities:

earned on investments held in Trust Account

related party notes

( 2,205,497 )

accrued expenses

( 3,079,281 )

in fair value of warrant liabilities

of deferred underwriter fees

of Forward Purchase Agreement

in fair value of Forward Purchase Agreement

in fair value of subscription liability

deferred payables

( 1,749,723 )

expense - debt discount

prepaid expenses

Reverse recapitalization,

$ ( 6,901,598 )

in operating assets and liabilities:

to related party

payable and accrued expenses

cash used in operating activities

flows from Investing Activities:

payment deposit in Trust

withdrawn for redemptions

cash provided by investing activities

flows from Financing Activities:

from the subscription liability

from Trust Account for ordinary shares

The number of shares of common stock issued immediately following the

consummation of the Business Combination were:

Plum Class A common stock, outstanding

prior to the Business Combination

Redemption of

Plum Class A common stock

( 2,652,516 )

Class A common stock of Plum

Plum Class A common

stock, outstanding prior the Business Combination

Business Combination shares

Issuance of new financing shares

Conversion of debt for Common Stock

Conversion of Sponsor Notes for Common Stock

Common Stock issued

Stock immediately after the Business Combination

number of Veea shares was determined as follows:

Private Veea Series A-2 Preferred

Private Veea Series A-1 Preferred Stock

Private Veea Series A Preferred Stock

Private Veea Common Stock

and Subsidiaries

to the Consolidated Financial Statements

the Years ended December 31, 2024 and 2023

and private placement warrants

6,384,326 Public Warrants issued at the time of Plum’s initial public offering, and 6,256,218 warrants issued in connection with

private placement at the time of Plum’s initial public offering (the “Private Placement Warrants”) remained outstanding

and became warrants for the Company.

Share Liability

Following the closing of the Business Combination, holders of certain

capital stock of Private Veea immediately prior to the closing will have the contingent right to receive up to 4.5 million additional

shares of the Company’s common stock if certain trading-price based milestones of the Company’s common stock are achieved

or a change of control transaction occurs during the ten-year period following the Closing.

Under accounting principles, the Company’s

obligation to issue the earnout shares is recorded as a contingent liability (the “Earn-out Share Liability”) in the Company’s

financial statements and the initial value of the Earn-out Share Lability is recorded as a transaction cost within operating expense

in the Company’s financial statements.

For each subsequent reporting period, changes in the fair value of the Earn-out Share Liability

will be reported in the Company’s financial statements.

Transaction related expenses

below table represents the amount of Veea Inc.

related transaction expenses included in operating expenses for the year ended December

Legal expenses

Professional fees

Listing fee - NASDAQ

- BALANCE SHEET COMPONENTS

consists of the following:

Inventory allowance

( 1,145,548 )

from note payable-related party

cash (used in) provided by financing activities

Consigned parts

and Subsidiaries

Notes to the Consolidated Financial Statements

For the Years ended December 31, 2024 and 2023

and other current assets

and other current assets consists of the following:

Prepaid expenses

Inventory purchase deposit

Production deposit

Other current assets

In January 2024, the Company placed an

inventory order and paid a $ 5.0 million deposit against the order.

The inventory was to be delivered on or before June 30, 2024.

inventory was not delivered by such date;

and as a result, the Company is entitled to a refund of its deposit.

The Company was granted

a security interest in the purchased inventory.

Upon the return of the Company’s down payment, the order will terminate.

December 31, 2024, the deposit has not been returned.

The Company expects the return of the deposit before June 30, 2025.

and Equipment, net

and equipment, net consists of the following:

Furniture and fixtures

Computer equipment

Leasehold improvements

Total property and equipment

Less - Accumulated depreciation

( 1,209,401 )

Total property and equipment

depreciation expense for the years ended December 31, 2024 and 2023, totaled approximately $ 212,000 and $ 226,000 , respectively.

and Subsidiaries

to the Consolidated Financial Statements

the Years ended December 31, 2024 and 2023

Expenses and Other Current Liabilities

expenses and other current liabilities consist of the following:

Payroll and payroll related expenses

Rent expenses - related party

Legal expenses

Consulting expenses

Other accrued expenses

and current liabilities

Total accrued expenses

and other current liabilities

- GOODWILL AND INTANGIBLE ASSETS

following is a summary of activity in goodwill:

Balance at December 31, 2022

Foreign exchange transaction

Balance at December 31, 2023

Foreign exchange transactions

Balance at December 31, 2024

assets consist of the following:

of December 31, 2024

January 1, 2024

$ ( 6,765,407 )

Change in Cash

Beginning of period

End of period

investing and financing activities:

of Class A ordinary shares subject to possible redemption

of subscription shares

ACQUISITION CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)(As Restated)

the three months ended March 31, 2023

Flows from Operating Activities:

(loss) income

( 3,554,784 )

( 1,460,910 )

to reconcile net loss to net cash used in operating activities:

earned on investments held in Trust Account

intellectual assets

$ ( 11,289,469 )

$ ( 1,460,910 )

in fair value of warrant liabilities

of deferred underwriter fees

of Forward Purchase Agreement

in fair value of Forward Purchase Agreement

in fair value of subscription liability

expense - debt discount

in operating assets and liabilities:

to related party

payable and accrued expenses

cash used in operating activities

flows from Investing Activities:

payment deposit in Trust

withdrawn for redemptions

cash provided by investing activities

flows from Financing Activities:

from the subscription liability

from Trust Account for ordinary shares

and Subsidiaries

to the Consolidated Financial Statements

the Years ended December 31, 2024 and 2023

of December 31, 2023

$ ( 6,703,750 )

( 3,554,784 )

from note payable-related party

cash (used in) provided by financing activities

( 1,460,910 )

intellectual assets

$ ( 11,227,812 )

Change in Cash

Beginning of period

End of period

investing and financing activities:

of Class A ordinary shares subject to possible redemption

of subscription shares

3 — SIGNIFICANT ACCOUNTING POLICIES

of Presentation

accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United

States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”).

of Consolidation

accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Merger Sub I and

Merger Sub II.

There has been no intercompany activity since inception.

Growth Company

Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart

Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting

requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not

being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley

Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from

the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments

not previously approved.

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial

accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective

or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements

that apply to non-emerging growth companies but any such election to opt out is irrevocable.

The Company has elected not to opt out of

such extended transition period which means that when a standard is issued or revised and it has different application dates for public

or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies

adopt the new or revised standard.

This may make comparison of the Company’s consolidated financial statements with another public

company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition

period difficult or impossible because of the potential differences in accounting standards used.

preparation of the consolidated financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions

that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated

financial statements and the reported amounts of expenses during the reporting period.

estimates requires management to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect of

a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered

in formulating its estimate, could change in the near term due to one or more future confirming events.

One of the more significant accounting

estimates included in these consolidated financial statements is the determination of the fair value of the subscription and forward

purchase agreements and warrants liabilities.

Such estimates may be subject to change as more current information becomes available and

accordingly, the actual results could differ significantly from those estimates.

and Cash Equivalents

Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company did not have any cash equivalents as of December 31, 2023 and 2022.

Held in Trust Account

December 31, 2023 and 2022, funds held in the Trust Account include $ 35,555,976 and $ 323,911,642 , respectively, of investments held in

a money market fund characterized as Level 1 investments within the fair value hierarchy under ASC 820 (as defined below).

classifies its money market fund as trading securities in accordance with ASC 320 “Investments – Debt and Equity Securities.”

Promissory Note

Company accounts for its convertible promissory note under ASC 815, “Derivatives and Hedging” (“ASC 815”).

815-15-25, the election can be at the inception of a financial instrument to account for the instrument under the fair value option under

ASC 825, “Financial Instruments” (“ASC 825”).

The Company has made such election for its convertible promissory

Using fair value option, the convertible promissory note is required to be recorded at its initial fair value on the date of issuance

and each balance sheet date thereafter.

Differences between the face value of the note and fair value at issuance are recognized as either

an expense in the consolidated statements of operations (if issued at a premium) or as a capital contribution (if issued at a discount).

Changes in the estimated fair value of the notes are recognized as non-cash gains or losses in the consolidated statements of operations.

Concentration

of Credit Risk

instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution,

which, at times, may exceed the federal depository insurance coverage of $ 250,000 .

The Company has not experienced losses on these accounts

and management believes the Company is not exposed to significant risks on such accounts.

Ordinary Shares Subject to Possible Redemption

Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in FASB ASC Topic

480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified

as a liability instrument and are measured at fair value.

Conditionally redeemable Class A ordinary shares (including Class A

ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence

of uncertain events not solely within the Company’s control) are classified as temporary equity.

At all other times, Class A

ordinary shares are classified as shareholders’ equity.

The Company’s Class A ordinary shares features certain redemption

rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events.

Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’

deficit section of the Company’s consolidated balance sheets.

of December 31, 2023 and 2022, the ordinary shares subject to possible redemption reflected on the consolidated balance sheets are reconciled

in the following table:

shares subject to possible redemption, December 31, 2021

$ ( 1,460,910 )

Accretion adjustment of

carrying value to redemption value

shares subject to possible redemption, December 31, 2022

assets primarily consist of patents, patent applications, and in-process research and development (“IPR&D”) and other

identifiable intangible assets.

Intangible assets are generally amortized on a straight-line basis over the periods of benefit.

The Company’s

patents have estimated remaining economic useful lives ranging from 5 - 15 years.

Management reviews intangible assets for impairment when

events and circumstances warrant.

December 31, 2024 and 2023, no events have occurred that required additional impairment of intangible

asset amortization expense, for the years ended December 31, 2024 and 2023 totaled approximately $ 62,000 and $ 534,000 , respectively.

estimated amortization expense for the Company’s intangible assets is approximately as follows:

Future estimated

amortization as of December 31, 2024

outstanding debt of the Company is comprised of the following, including convertible notes and other related party debt:

Loan Facility

( 1,102,684 )

Redemptions of ordinary shares

$ ( 1,102,684 )

Accretion adjustment of

carrying value to redemption value

shares subject to possible redemption, December 31, 2023

Company complies with the requirements of ASC340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses

of Offering”.

Offering costs consist principally of professional and registration fees incurred through the balance sheet date

that are related to the Public Offering.

Offering costs are charged to shareholders’ deficit or the consolidated statements of

operations based on the relative value of the Warrants to the proceeds received from the Units sold upon the completion of the IPO.

Value of Financial Instruments

fair value of the Company’s assets and liabilities, (excluding the promissory note and Warrants) which qualify as financial instruments

under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates

the carrying amounts represented in the consolidated balance sheets.

Company accounts for the Warrants as either equity-classified or liability-classified instruments based on an assessment of the specific

terms of the Warrants and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards

Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging

The assessment considers whether the Warrants are freestanding financial instruments pursuant to ASC 480, meet

the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under ASC 815, including

whether the Warrants are indexed to the Company’s own ordinary shares and whether the holders of the Warrants could potentially

require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity

classification.

This assessment, which requires the use of professional judgment, is conducted at the time of issuance of the Warrants

and as of each subsequent quarterly period end date while the Warrants are outstanding.

For issued or modified warrants that meet all

of the criteria for equity classification, such warrants are required to be recorded as a component of additional paid-in capital at

the time of issuance.

For issued or modified warrants that do not meet all the criteria for equity classification, liability-classified

warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter.

in the estimated fair value of such warrants are recognized as a non-cash gain or loss on the consolidated statements of operations.

Company accounts for the Public and Private warrants in accordance with guidance contained in ASC 815-40.

Such guidance provides that

because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability (See Note 6).

Purchase Agreement

Company evaluated the forward purchase agreement (“FPA”) to determine if such instrument is a derivative or contain features

that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”).

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, will

be re-assessed at the end of each reporting period.

The 2,500,000 forward purchase securities were recognized as a derivative liability

in accordance with ASC 815.

Accordingly, the Company recognized the forward purchase securities as a liability at its fair value and

adjust the instrument to its fair value at each reporting period.

The liability will be subject to re-measurement at each balance sheet

date until exercised.

The fair value of the forward purchase securities is measured using a Probability Weighted Expected Return Model

that values the FPA based on future projections of various potential outcomes.

June 15, 2023, the Company received a termination notice (the “Notice”) from Sakuu Corporation (“Sakuu”),

that terminated, effective June 14, 2023, the Business Combination Agreement, dated March 2, 2023, and in light of the termination

of the Business Combination Agreement, the FPA was also terminated.

Company analyzed its Subscription Agreements (as described in Note 6 and Note 9) under ASC 480 “Distinguishing Liabilities from

Equity” and ASC 815 “Derivatives and Hedging” and concluded that, (i) the Subscription Shares issuable under the Subscription

Agreements are not required to be accounted for as a liability under ASC 480 or ASC 815, and (ii) bifurcation of a single derivative

that comprises all of the fair value of the Subscription Share feature(s) (i.e., derivative instrument(s)) is not necessary under ASC

815-15-25-7 through 25-10.

As a result, all debt proceeds received from Polar and Palmeira have been recorded using the relative fair

value method of accounting under ASC 470 “Debt”.

As of December 31, 2023, the Sponsor received an aggregate of $ 2,359,975

under the Subscription Agreements of which $ 1,960,944 was funded to the Company.

to ASC 470, the Company recorded the fair value of the subscription liability on the consolidated balance sheets using the relative fair

value method and the related amortization of the debt discount on its consolidated statements of operations.

The initial fair value of

the subscription liability at issuance was estimated using a Black Scholes and Probability Weighted Expected Return Model.

Value Measurements

ASC Topic 820 “Fair Value Measurements and Disclosures” (“ASC 820”) defines fair value, the methods used to measure

fair value and the expanded disclosures about fair value measurements.

Fair value is the price that would be received to sell an asset

or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date.

In determining fair

value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair

ASC 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing

the asset or liability.

These inputs are further defined as observable and unobservable inputs.

Observable inputs are those that buyer

and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company.

inputs reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability

developed based on the best information available in the circumstances.

fair value hierarchy is categorized into three levels based on the inputs as follows:

Valuations based

on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.

adjustments and block discounts are not being applied.

Since valuations are based on quoted prices that are readily and regularly

available in an active market, valuation of these securities does not entail a significant degree of judgment.

Valuations based on (i) quoted

prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical

or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived

principally from or corroborated by market through correlation or other means.

Valuations based on inputs

that are unobservable and significant to the overall fair value measurement.

fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value

Measurements and Disclosures,” approximates the carrying amounts represented in the consolidated balance sheets.

The fair values

of cash and cash equivalents, prepaid assets, accounts payable and accrued expenses, and promissory note to related parties are estimated

to approximate the carrying values as of December 31, 2023 and 2022 due to the short maturities of such instruments.

for additional information on assets and liabilities measured at fair value.

Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” ASC Topic

740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions

taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more likely than not to be

sustained upon examination by taxing authorities.

The Company’s management determined that the Cayman Islands is the Company’s

major tax jurisdiction.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

As of December 31, 2023 and 2022, there were no unrecognized tax benefits and no amounts accrued for interest and penalties.

is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its

Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently

not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States.

As such, the Company’s

tax provision was zero for the periods presented.

The Company’s management does not expect that the total amount of unrecognized

tax benefits will materially change over the next twelve months.

(Loss) Income Per Ordinary Share

Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” The Company has two

classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares.

Earnings and losses are shared

pro rata between the two classes of shares.

The potential 12,640,544 ordinary shares for outstanding warrants to purchase the Company’s

shares were excluded from diluted earnings per share for the year ended December 31, 2023 and 2022 because the warrants are contingently

exercisable, and the contingencies have not yet been met.

As a result, diluted net (loss) income per ordinary share is the same

as basic net (loss) income per ordinary share for the period.

The table below presents a reconciliation of the numerator and denominator

used to compute basic and diluted net (loss) income per share for each class of ordinary share:

the Year Ended December 31, 2023

ordinary share

of net (loss)

Weighted Average Shares Outstanding including common stock subject to redemption

Basic and diluted net (loss) income per shares

For the Year Ended

December 31, 2022

ordinary share

of net income

Weighted average shares outstanding

Basic and diluted net income per share

Accounting Standards

December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (ASU 2023-09), which requires

disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among

other disclosure requirements.

ASU 2023-09 is effective for fiscal years beginning after December 15, 2024.

Early adoption is permitted.

The Company’s management does not believe the adoption of ASU 2023-09 will have a material impact on its consolidated financial

statements and disclosures.

does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect

on the Company’s consolidated financial statements.

INITIAL PUBLIC OFFERING

March 18, 2021, the Company sold 30,000,000 Units, at a purchase price of $ 10.00 per Unit.

Each Unit consists of one Class A

ordinary share, and one-fifth of one redeemable warrant.

Each whole warrant entitles the holder thereof to purchase one Class A

ordinary share at a price of $ 11.50 per share, subject to adjustment (see Note 6).

April 14, 2021, the Company sold an additional 1,921,634 Units at a purchase price of $ 10.00 per Unit, each consisting of one Class A

ordinary share and one-fifth of one redeemable warrant.

of the 31,921,634 Class A ordinary share sold as part of the Units in the IPO contain a redemption feature which allows for the

redemption of such public shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in

connection with the Business Combination and in connection with certain amendments to the Company’s certificate of incorporation.

In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption

provisions not solely within the control of the Company require ordinary share subject to redemption to be classified outside of permanent

Class A ordinary share is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified

in ASC480-10-S99.

If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes

in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will

become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately

as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period.

Company recognizes changes in redemption value immediately as they occur.

Immediately upon the closing of the IPO, the Company recognized

the accretion from initial book value to redemption amount value.

The change in the carrying value of redeemable ordinary share resulted

in charges against additional paid-in capital and accumulated deficit.

PRIVATE PLACEMENTS

Simultaneously

with the closing of the IPO, the Sponsor purchased an aggregate of 6,000,000 Private Placement Warrants at a price of $ 1.50 per Private

Placement Warrant, for an aggregate purchase price of $ 9,000,000 , in a private placement.

Simultaneously with the issuance and sale of

the Units on April 14, 2021, the Company consummated the private placement with the Sponsor for an aggregate of 256,218 warrants

to purchase Class A Ordinary Shares for $ 1.50 per warrant generating total proceeds of $ 384,327 .

A portion of the proceeds from

the private placements were added to the proceeds from the IPO held in the Trust Account.

If the Company does not complete a Business

Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption

of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

Private Placement Warrants have terms and provisions that are identical to those of the warrants sold as part of the units in the IPO.

The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants)

will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination (except pursuant

to limited exceptions to the Company’s officers and directors and other persons or entities affiliated with the initial purchasers

of the Private Placement Warrants) and they will not be redeemable by the Company so long as they are held by the Sponsor or its permitted

The Sponsor, or its permitted transferees, has the option to exercise the Private Placement Warrants on a cashless basis.

the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants

will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the warrants included

in the units sold in the IPO.

RELATED PARTY TRANSACTIONS

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

for 8,625,000 Class B ordinary shares, par value $ 0.0001 per share (the “Founder Shares”).

Up to 1,125,000 Founder Shares

were subject to forfeiture to the extent that the over-allotment option was not exercised in full by the underwriter.

2021 the underwriter partially exercised its over-allotment option buying 1,921,634 Units thus reducing the total number of share

subject to forfeiture to 644,591 .

On May 2, 2021 the underwriter’s over-allotment option expired and 644,591 Founder Shares

were forfeited to the Company.

Sponsor and the Company’s directors and executive officers have agreed not to transfer, assign or sell any of their Founder Shares

until earliest of (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial

Business Combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $ 12.00 per share (as adjusted

for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading

day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes

a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Public Shareholders having

the right to exchange their ordinary shares for cash, securities or other property (the “Lock-up”).Any permitted transferees

would be subject to the same restrictions and other agreements of the Sponsor and the directors and executive officers with respect to

any Founder Shares.

Note — Related Party

January 13, 2021, the Sponsor agreed to loan the Company up to $ 300,000 to cover expenses related to the IPO pursuant to a promissory

This loan is non-interest bearing and payable on the earlier of November 30, 2021 or the completion of the IPO.

As of December

31, 2023 and 2022, the Company has no borrowings under the Note.

Borrowings under this note are no longer available.

March 16, 2023, Plum issued an unsecured promissory note in the total principal amount of up to $ 250,000 (the “Promissory

Note”) to Mr.

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

Roy funded the initial principal

amount of $ 250,000 on March 14, 2023.

The Promissory Note does not bear interest and matures upon the consummation of Plum’s

initial business combination with one or more businesses or entities.

In the event Plum does not consummate a business combination, the

Promissory Note will be repaid upon Plum’s liquidation only from amounts remaining outside of Plum’s trust account,

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

principal balance of the Promissory Note and all other sums payable with regard to the Promissory Note becoming immediately

due and payable.

As of December 31, 2023 and 2022, the Company has $ 250,000 and $ 0 borrowings under the Note.

Capital Loans

addition, in order to finance transaction costs in connection with an intended Business Combination, the Sponsor or an affiliate of the

Sponsor, or certain of the Company’s officers and directors, and third parties have committed to loan the Company funds as may

be required (“Working Capital Loans”).

If the Company completes a Business Combination, the Company will repay the Working

Capital Loans out of the proceeds of the Trust Account released to it.

In the event that a Business Combination does not close, the Company

may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the

Trust Account would be used to repay the Working Capital Loans.

Up to $ 1,500,000 of the Working Capital Loans may be convertible into

Private Placement Warrants of the post Business Combination entity at a price of $ 1.50 per warrant at the option of the lender.

warrants would be identical to the Private Placement Warrants.

Except as set forth above, the terms of such Working Capital Loans, if

any, have not been determined and no written agreements exist with respect to such loans.

Prior to the completion of the initial Business

Combination, the Company does not expect to seek loans from parties other than the Sponsor its affiliates or any members of the Company’s

management team as the Company does not believe third parties will be willing to loan such funds and provide a waiver against any and

all rights to seek access to funds in the Company’s Trust Account.

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

Mike Dinsdale (the “Payee”).

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

initial Business Combination.

The Company may draw on the 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 Note shall not be repaid and all amounts owed under it will be forgiven.

Upon the consummation of a

Business Combination, the Payee shall have the option, but not the obligation, to convert the principal balance of the 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.

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

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

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

to Ursula Burns (the “Second Payee”).

The Note does not bear interest and is repayable in full upon consummation of

the Company’s initial Business Combination.

Up to fifty percent ( 50 %) of the principal of the 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

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 $ 50,000 .

If the Company does not complete a Business Combination, the Second Note shall not be repaid and all amounts

owed under it will be forgiven.

Upon the consummation of a Business Combination, the Second Payee shall have the option, but not the

obligation, to convert the principal balance of the Second Note, in whole or in part, into private placement warrants, at a price of

$ 1.50 per private placement warrant.

The Second Note is subject to customary events of default, the occurrence of which automatically

trigger the unpaid principal balance of the Second Note and all other sums payable with regard to the Second Note becoming

immediately due and payable.

Note and Second Note are reported at cost in the consolidated financial statements as the fair value adjustment associated

with the conversion is deemed to be immaterial.

In 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.

March 16, 2023, the Sponsor entered into a Subscription Agreement with Investor, pursuant to which Investor agreed to pay the

Sponsor an aggregate of $ 480,000 to fund the Company’s working capital requirements during the Articles Extension and the Sponsor

agreed to assign to Investor, effective as of the Closing Date or the earlier termination of the Business Combination Agreement in accordance

with its terms or otherwise, an aggregate of 360,000 Founder Shares.

Investor paid $ 480,000 to the Sponsor on March 17, 2023

(see Note 9 for further details).

Subsequently,

on May 23, 2023, Investor agreed to pay the Sponsor an aggregate of $ 270,000 to fund the Company’s working capital requirements

during the Articles Extension and the Sponsor agreed to assign to Investor, effective as of the Closing Date or the earlier termination

of the Business Combination Agreement in accordance with its terms or otherwise, an aggregate of 202,500 Founder Shares.

Investor paid

$ 270,000 to the Sponsor on May 23, 2023.

July 14, 2023, the Company entered into an amended and restated subscription agreement (“A&R Subscription Agreement”)

with Investor and Sponsor, which amends and restates the subscription agreement entered into by the Parties on March 16, 2023.

of the A&R Subscription Agreement remains for the Sponsor to raise up to $ 1,500,000 from the Investor to fund the Articles Extension

and to provide working capital to the Company during the Articles Extension.

Investor paid $ 160,000 to the Sponsor on July 14, 2023.

July 25, 2023, the Company entered into a second subscription agreement (“Second Subscription Agreement”) with the Investor

and Sponsor, the purpose of which is for the Sponsor to raise up to $ 1,090,000 from the Investor to fund the Extension and to provide

working capital to the Company during the Extension.

In consideration of the funds, Sponsor will transfer 1 share of a Class A ordinary

share for each dollar the Investor funds (the “Subscription Shares”) to the Investor at the closing of the Business Combination.

Investor paid $ 750,000 to the Sponsor on July 25, 2023.

October 18, 2023, the parties to the A&R Subscription Agreement entered into Amendment No.

1 to the A&R Subscription Agreement,

in which the parties amended the consideration of a Capital Call made pursuant to the A&R Subscription Agreement to the following:

(a) 431,735 shares of Class A Common Stock of the SPAC (the “Initial Shares”) free and clear of any liens or other encumbrances,

other than pursuant to the Letter Agreement and the Investor shall not be subject to forfeiture, surrender, claw-back, transfers, disposals,

exchanges, or earn-outs for any reason on the Initial Shares;

(b) 71,956 shares of Class A Common Stock of the SPAC that must be held

by the Investor until the VWAP of the Class A Common Stock equals or exceeds $ 12.50 for any 20 trading days within any 30 days trading

period within 10 years from the consummation of the De-SPAC (the “$ 12.50 Shares”);

and (c) 71,956 shares of Class A Common

Stock of the SPAC that must be held by the Investor until the VWAP of the Class A Common Stock equals or exceeds $ 15.00 for any 20 trading

days within any 30 days trading period within 10 years from the consummation of the De-SPAC (the “$ 15 Shares” and together

with the Initial Shares and the $ 12.50 Shares, the “Subscription Shares”).

October 18, 2023, the parties to the Second Subscription Agreement entered into Amendment No.

1 to the Second Subscription Agreement,

in which the parties (a) limited the total amount of the Investor’s Capital Commitment that may be called subject to the Second

Subscription Agreement to $ 750,000 and (b) amended the consideration of a Capital Call made pursuant to the Second Subscription Agreement

to the following:

(a) 448,169 shares of Class A Common Stock of the SPAC (the “Initial Shares”) free and clear of any liens

or other encumbrances, other than pursuant to the Letter Agreement and the Investor shall not be subject to forfeiture, surrender, claw-back,

transfers, disposals, exchanges, or earn-outs for any reason on the Initial Shares;

(b) 74,695 shares of Class A Common Stock of the

SPAC that must be held by the Investor until the VWAP of the Class A Common Stock equals or exceeds $ 12.50 for any 20 trading days within

any 30 days trading period within 10 years from the consummation of the De-SPAC (the “$ 12.50 Shares”);

and (c) 74,695 shares

of Class A Common Stock of the SPAC that must be held by the Investor until the VWAP of the Class A Common Stock equals or exceeds $ 15.00

for any 20 trading days within any 30 days trading period within 10 years from the consummation of the De-SPAC (the “$ 15 Shares”

and together with the Initial Shares and the $ 12.50 Shares, the “Subscription Shares”).

November 16, 2023, the Company entered into a subscription agreement (“Fourth Subscription Agreement”) with Palmeira Investment

Limited (the “Palmeira”) and Sponsor and, together with the Company and Palmeira, the “Parties”, the purpose

of which is for the Sponsor to raise up to $ 800,000 from Palmeira to fund the Extension and to provide working capital to the Company

during the Extension (“Investor’s Capital Commitment”).

Palmeira paid $ 249,975 and $ 250,000 to the Sponsor on November

21, 2023 and November 27, 2023, respectively.

The Sponsor agreed to assign to Palmeira, effective as of the Closing Date or the earlier

termination of the Business Combination Agreement in accordance with its terms or otherwise, an aggregate of 281,236 Founder Shares

of December 31, 2023, Polar and Palmeira (collectively the “Investors”) have paid the Sponsor an aggregate of $ 2,359,975

to fund the Company’s working capital requirements during the Articles Extension and the Sponsor agreed to assign to Investors,

effective as of the Closing Date or the earlier termination of the Business Combination Agreement in accordance with its terms or otherwise,

an aggregate of 1,341,140 Founder Shares.

Administrative

Support Agreement

Company will pay the Sponsor or an affiliate of the Sponsor $ 10,000 per month for office space, secretarial and administrative

services provided to members of the management team.

Upon completion of the initial Business Combination or its liquidation, the Company

will cease paying these monthly fees.

In addition, the Company reimburses the Sponsor for the reasonable costs of salaries and other

services provided to the Company by the employees, consultants and or members of the Sponsor or its affiliates.

For the year ended December

31, 2023, the Company incurred $ 120,000 , in fees for office space, secretarial and administrative services, of which such amounts are

included in the due to related party in the accompanying consolidated balance sheets.

For the year ended December 31, 2023, the

Company incurred $ 215,094 , in fees for reimbursement of costs of salaries, respectively.

For the year ended December 31, 2022,

the Company incurred $ 120,000 , in fees for office space, secretarial and administrative services, of which such amounts are included

in the due to related party in the accompanying balance sheets and incurred $ 549,198 for reimbursement of costs of salaries and

other services.

Public Warrants will become exercisable at $ 11.50 per share, subject to adjustment, at any time commencing 30 days after the completion

of the initial Business Combination;

provided that the Company has an effective registration statement under the Securities Act covering

the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available (or the

Company permits holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement) and

such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of

The warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

Company has agreed that as soon as practicable, but in no event later than twenty business days after the closing of the initial

Business Combination, it will use commercially reasonable efforts to file with the SEC a registration statement for the registration,

under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially

reasonable efforts to cause the same to become effective within 60 business days after the closing of the initial Business Combination,

and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares

until the warrants expire or are redeemed, as specified in the warrant agreement, provided that if the Class A ordinary shares are

at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered

security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants

who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities

Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, but the

Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an

exemption is not available.

If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants

is not effective by the 60 th day after the closing of the initial Business Combination, warrant holders may, until such time

as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration

statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or

another Exemption, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue

sky laws to the extent an exemption is not available.

In such event, each holder would pay the exercise price by surrendering the warrants

for that number of Class A ordinary shares equal to the lesser of (A) the quotient obtained by dividing (x) the product

of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value”

(as defined below) less the exercise price of the warrants by (y) the fair market value and (B) 0.361.

The “fair market

value” as used in this paragraph shall mean the volume weighted average price of the Class A ordinary shares for the 10 trading days

ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent.

no event will the Company be required to net cash settle any warrant.

In the event that a registration statement is not effective for

the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for

the Class A ordinary share underlying such unit.

of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $ 18.00

Loan Facility

related party debt (Note 11)

and Subsidiaries

to the Consolidated Financial Statements

the Years ended December 31, 2024 and 2023

Loan Facility

In June 2021, the Company entered into

a revolving loan agreement (the “2021 Revolving Loan Agreement”)with First Republic Bank , which was subsequently acquired

by JPMorgan Chase, (the “Bank”) providing up to $ 14,000,000 of advances (collectively, the “Loan”).

accrues interest at a variable rate based on an index rate established by reference to the average 12 -month trailing one-year US treasuries

plus a spread of 1.80 % per annum and a minimum floor rate of 1.5 % per annum.

Interest is payable monthly in cash.

The Company was not

required to provide collateral for the advances or comply with any covenants.

The advances were secured by a lien on certain personal

assets of the CEO.

In consideration for the security provided by the CEO, the Company issued common stock warrants (the “Related

Party Common Stock Warrants”) to NLabs a significant shareholder of the Company (“NLabs”) in consideration for the

CEO’s guaranteeing the advances.

See Note 12 – Related Party Transactions, Common Stock Warrants .

2023, the Company repaid $ 5,000,000 of the principal balance of the Loan.

Following the acquisition of First Republic the Loan was transferred

As of December 31, 2024, the outstanding principal amount of the Loan was $ 12.7 million and $ 1.3 million is available for

Simultaneously with the closing of

the Business Combination, the Company and Private Veea issued convertible notes under note purchase agreements (the “Note Purchase

Agreements”) with certain accredited investors unaffiliated with the Company and Private Veea (each, an “Investor”)

for the sale of unsecured subordinated convertible promissory notes (the “September 2024 Notes”) as part of a private placement

offering of up to $ 15 million in purchase price for such September 2024 Notes in the aggregate (the “Financing Closing”).

The Company received $1.45 million in proceeds from the issuance of its convertible promissory note with a commitment from a convertible

note purchaser for the remaining unfunded amount of $ 13.6 million, which is to be funded on or prior to November 15, 2024, subsequently

extended to December 15, 2024.

In addition to a September 2024 Note, each Investor received as a transfer from NLabs immediately prior

to the Financing Closing a number of shares of Private Veea’s Series A-1 Preferred Stock that upon the Closing became a number of

registered shares of our common stock equal to such Investors’ original principal note loan amount under their respective notes

divided by $ 7.50 (the “Transferred Shares”).

2,000,000 Transfer Shares were delivered to Investors at the Financing Closing.

The Note Purchase Agreements include customary registration rights.

The Transferred Shares were recorded at a fair value of $ 21.6 million

on the Company’s consolidated financial statements, which reflected a significant discount to the face amount of the September 2024

Notes, In addition to the cash received at the Financing Closing, one of the Investors committed to purchase approximately $ 13.6 million

(the “Commitment Amount”) of September 2024 Notes, on or prior to November 15, 2024, which date was subsequently extended

to December 15, 2024.

On December 31, 2024, the Company and the Investor entered into a mutual Settlement and Release Agreement pursuant

to which the Company agreed to terminate the Investor’s obligation to purchase a note in the Commitment Amount and provided for

a mutual release of claims, in exchange for a payment to the Company of an aggregate amount of approximately $ 5.4 million, which amount

includes payments previously made to the Company in respect of the Commitment Amount.

As the Company received approximately $ 1.5 million

of the total expected $ 15 million proceeds at the Financing Closing, a proportional amount (approximately $ 19.5 million) of the substantial

discount had been deferred and recorded as a deferred financing asset on the Company’s consolidated financial statements.

31, 2024, the deferred financing assets was reversed on the Company’s consolidated financial statements.

Company and Private Veea are co-borrowers under each September 2024 Note (together, the “Borrowers”) and are jointly responsible

for the obligations to each Investor thereunder.

Each September 2024 Note has a maturity date of 18 months after the Financing Closing

but is prepayable in whole or in part by the Borrowers at any time without penalty.

The outstanding obligations under each September

2024 Note accrues interest at a rate equal to the Secured Overnight Financing Rate plus 2 % per annum, adjusted quarterly, but interest

is only payable upon the maturity date of the September 2024 Note as long as there is no event of default thereunder.

Each September

2024 Note is unsecured and expressly subordinated to any senior debt of the Borrowers.

The September 2024 Notes and the Note Purchase

Agreements do not include any operational or financial covenants for the Borrowers.

Each September 2024 Note includes customary events

of default for failure to pay amounts due on the maturity date, for failure to otherwise comply with the Borrowers’ covenants thereunder

or for Borrower insolvency events, in each case, with customary cure periods, and upon an event of default, the Investor may accelerate

all obligations under its September 2024 Note and the Borrowers will be required to pay for the Investor’s reasonable out-of-pocket

collection costs.

and Subsidiaries

Notes to the Consolidated Financial Statements

For the Years ended December 31, 2024 and 2023

The outstanding obligations under each September 2024 Note are convertible

in whole or in part into shares of our common stock (the “Conversion Shares”) at a conversion price of $ 7.50 per share (subject

to equitable adjustment for stock splits, stock dividends and the like with respect to our common stock after the Financing Closing) (the

“Conversion Price”) at any time after the Financing Closing at the sole election of the Investor.

The outstanding obligations

under each September 2024 Note will automatically convert at the Conversion Price if (i) the Company or its subsidiaries consummate one

or more additional financings for equity or equity-linked securities for at least $ 20 million in the aggregate or makes one or more significant

acquisitions valued in the aggregate (based on the consideration provided by the Company and its subsidiaries) to be at least $ 20 million,

(ii) the Investors holding a majority of the aggregate outstanding obligations under the September 2024 Notes expressly agree to convert

all obligations under the September 2024 Notes or (iii) the our common stock trades with an average daily VWAP of at least $ 10.00 (subject

to equitable adjustment for stock splits, stock dividends and the like with respect to our common stock after the Financing Closing) for

ten (10) consecutive trading days .

The obligations under each September 2024 Note will also automatically convert in connection with a

Brokerage Transfer, as described below.

The September 2024 Notes and the Conversion Shares are subject to a

lock-up for a period of 6 months after the Financing Closing (subject to early release for a liquidation, merger, share exchange or other

similar transaction that results in all of the Company’s stockholders having the right to exchange their equity holdings in the

Company for cash, securities or other property, and subject to customary permitted transfer exceptions).

The Transferred Shares are not

be subject to any lock-up restrictions, but for a period of 6 months after the Closing they will be separately designated by the Transfer

Agent and kept as book entry shares on the Transfer Agent’s records and will not be eligible to be held by DTC without the Investor

first notifying the Company of its intent to transfer any such Transferred Shares to a brokerage account and/or to be held by DTC or another

nominee (a “Brokerage Transfer”).

If the Investor provides such notice or otherwise has any Transferred Shares subject to

a Brokerage Transfer within 6 months after the Closing, a portion of the outstanding obligations under such Investor’s Note will

automatically convert into a number of Conversion Shares equal to the number of Transferred Shares subject to such Brokerage Transfer,

and the lock-up period for such Conversion Shares will be extended for an additional 6 months to 12 months after the Financing Closing.

As of December 31, 2024, $ 250,000 in aggregate principal amount of the September 2024 Notes, together with associated interest, had automatically

converted upon the occurrence of a Brokerage Transfer.

Company reviewed the conversion feature granted in the notes under ASC 815 and concluded that the conversion price was based on a variable

(enterprise value) that was not an input to the fair value of a “fixed-for-fixed” option as defined under FASB ASC Topic

815 – 40 and is therefore considered a conversion option liability that should be bifurcated from the debt host.

value of the conversion option liability exceeded the net proceeds received, in accordance with ASC 470-20, the Company recorded the

conversion option liability at fair value with the excess of the fair value over the net proceeds received recognized as a loss in earnings.

See Note 14 “Fair Value Measurements” for further information.

- INVESTMENTS

Company accounts for its private company investments without readily determinable fair values under the cost method.

These investments,

for which the Company is not able to exercise significant influence over any one individual investee, are measured and accounted for

using an alternative measurement basis of a) the security’s carrying value at cost, b) less any impairment and c) plus or minus

any qualifying observable price changes.

Observable price changes or impairments recognized on the Company’s private company investments

would be classified as a Level 3 financial instrument within the fair value hierarchy based on the nature of the fair value inputs.

adjustments to the carrying values are recognized in other income, net in the Company’s consolidated statements of operations and

comprehensive loss.

As of December 31, 2024, the Company performed the qualitative assessment for impairment of its investments.

on this qualitative assessment, impairment indicators were present for one of its investments;

therefore, the Company performed an analysis

to estimate its current fair value and subsequently recognized an impairment loss of $ 216,278 , as it was determined that the investment

was fully impaired.

As of December 31, 2024 and 2023, the carrying value of the Company’s private company investments, including

impairment, was $ 235,596 and $ 451,874 , respectively, and were included in investments on the Company’s consolidated balance sheet

as these investments did not have a stated contractual maturity date.

and Subsidiaries

Notes to the Consolidated Financial Statements

For the Years ended December 31, 2024 and 2023

– STOCKHOLDERS’ EQUITY

On September 13, 2024, the Company

consummated the Business Combination which was accounted for as a reverse recapitalization.

See Note 4 – Reverse Recapitalization

for more information .

In connection with the consummation of the Business Combination (i) the Company de-registered from the Register

of Companies in the Cayman Islands by way of continuation out of the Cayman Islands and into the State of Delaware, migrating to and domesticating

as a Delaware corporation (the “Domestication”) and (ii) restated our certificate of incorporation (“Restated Certificate

of Incorporation”).

In connection with the Domestication, each share of outstanding Class A ordinary shares were converted by operation

of law into shares of common stock, on a one-for-one basis.

Upon filing of the Restated Certificate of Incorporation, each issued and

outstanding share of Class B stock outstanding immediately prior to the filing of the Restated Certificate of Incorporation was converted

in shares of common stock on a one-for-one basis.

Under the Restated Certificate of Incorporation, the Company is authorized to issue

551,000,000 shares of capital stock, consisting of (a) 550,000,000 shares of Common Stock with a par value of $ 0.0001 per share, (b) 1,000,000

shares of preferred stock with a par value of $ 0.0001 per share, and (c) 1,000,000 shares of preferred stock with a par value of $ 0.0001

Holders of our common stock are entitled vote on all matters submitted

to the stockholders vote or approval, other than on any amendment to the Restated Certificate of Incorporation (including any certificate

of designations relating to any series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred

Stock if the holders of such affected series are entitled, either separately or together as a class with the holders of one or more other

such series, to vote thereon pursuant to the Restated Certificate of Incorporation (including any certificate of designations relating

to any series of Preferred Stock).

Holders of our common stock are entitled to one vote per share on all matters submitted to the stockholders

for their vote or approval.

Equity Line of Credit

On December 2, 2024, the Company entered into a common stock purchase

agreement (“Common Stock Purchase Agreement”) and related registration rights agreement (the “White Lion Registration

Rights Agreement”) with White Lion Capital, LLC (“White Lion”) .

Pursuant to the Common Stock Purchase Agreement,

the Company had the right, but not the obligation, to direct White Lion to purchase up to 25,000,000 shares of our common stock, subject

to certain limitations and conditions as described below (the "ELOC Program") at a purchase price equal to (i) 96.5 % of the

volume weighted average stock price for the three consecutive business days after a purchase notice is given, (ii) 98 % of the volume weighted

average stock price on the day a notice is delivered, or (iii) the lowest traded price for a given purchase date.

Company controls the timing and amount of any sales to White Lion, which depend on a variety of factors including, among other things,

market conditions, the trading price of the Company’s common stock, and determinations by the Company as to appropriate sources

of funding for its business and operations.

However, White Lion’s obligation to purchase shares is subject to certain conditions,

including the daily trading volume of the Company’s stock.

In all instances, the Company may not sell shares of its common stock

under the Purchase Agreement if it would result in White Lion and its affiliate beneficially owning more than 4.99 % of its outstanding

voting power or shares of common stock at any one point in time, or the aggregate number of shares of common stock would not exceed 19.99 %

of the voting power of the issued and outstanding common stock.

and Subsidiaries

Notes to the Consolidated Financial Statements

For the Years ended December 31, 2024 and 2023

- STOCK INCENTIVE PLANS

In September 2014, the Private Veea’s Board of Directors adopted

the Max2 Inc.

Equity Incentive Plan (“2014 Plan”).

Upon adoption of the 2014 Plan, the aggregate number of shares of common

stock reserved for awards under the Plan were 1,250,000 .

In September 2018, Private Veea’s Board of Directors adopted the Veea Inc.

2018 Equity Incentive Plan (“2018 Plan” and collectively with the 2014 Plan, the “Private Veea Plans”).

Upon adoption

of the 2018 Plan, 4,900,000 shares of the Company’s common stock were reserved for the issuance of incentive awards.

2021, the 2018 Plan was amended to increase the total number of authorized shares reserved for issuance to 12,492,910 .

Under the Private

Veea Plans, option awards were generally granted with an exercise price equal to the fair market value of the Company’s stock at

the date of grant;

those option awards generally vested with a range of one to four years of continuous service and had ten-year contractual

Certain option awards provided for accelerated vesting if there was a change in control, as defined in the Private Veea Plans.

The Private Veea Plans also permitted the granting of restricted stock and other stock-based awards.

Unexercised options were cancelled

upon termination of employment and became available for reissuance under the Private Veea Plans.

On June 4, 2024, the stockholders of the Company approved the Veea

2024 Incentive Award Plan (the “2024 Incentive Plan”, collectively with the Private Veea Plans, the “Plans”),

which became effective upon the Closing.

The Company initially reserved 4,460,437 shares of common stock for the issuance of awards under

the 2024 Incentive Plan (“Initial Limit”).

The Initial Limit represents 10 % of the aggregate number of shares of the Company’s

common stock outstanding immediately after the Closing plus the number of shares of common stock issuable under the 2014 Plan and the

2016 Plan and is subject to increase each year over a ten-year period.

The 2024 Incentive Plan provides for the grant of stock options,

which may be ISOs or non-statutory stock options (“NSOs”), stock appreciation rights (“SARs”), restricted shares,

restricted stock units and other stock or cash-based awards that the Administrator determines are consistent with the purpose of the 2024

Incentive Plan.

As of December 31, 2024, the Company had approximately 213,000 shares available for grant.

June 4, 2024, the stockholders of the Company approved Veea Inc.

2024 Employee Stock Purchase Plan (the “ESPP”), which become

effective upon the Closing.

An aggregate of 1,070,603 shares of the Company’s Common Stock has been reserved for issuance or transfer

pursuant to rights granted under the ESPP (“Aggregate Number”).

The Aggregate Number represents 3 % of the aggregate number

of shares of the Company’s common stock outstanding immediately after the Closing and is subject to increase each year over a ten-year

The ESPP provides eligible employees with an opportunity to purchase common stock from the Company at a discount through accumulated

payroll deductions.

The ESPP will be implemented through a series of offerings of purchase rights to eligible employees.

Under the ESPP,

the Company’s Board of Directors may specify offerings but generally provides for a duration of 12 months.

The purchase price will

be specified pursuant to the offering, but cannot, under the terms of the ESPP, be less than 85 % of the lower of the fair market value

per share of the Company’s common stock on either the offering date or on the purchase date.

As of December 31, 2024, there have

not yet been any offering periods available to purchase common stock under the ESPP.

In connection with the Business Combination, each Private Veea option

that was outstanding immediate prior to Closing, whether vested or unvested, was exchanged for a stock option under the 2024 Plan (each

an “Exchanged Option”) to acquire a number of shares of common stock equal to the product of (i) the number of shares of Private

Veea’s common stock subject to such Private Veea option immediately prior to the Business Combination and (ii) the Exchange Ratio,

at an exercise price per share equal to (A) the exercise price per share of such Private Veea option immediately prior to the consummation

of the Business Combination, divided by (B) the Exchange Ratio.

Following the Business Combination, each Exchanged Option will continue

to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding former

Private Veea option immediately prior to the consummation of the Business Combination.

Unvested Private Veea options did not accelerate

nor vest on the consummation of the Business Combination.

All stock option activity was retroactively restated to reflect the effect of

the Exchange Ratio.

Generally, stock options vest 25 % on the first anniversary of the vesting commencement date and then quarterly thereafter

for 12 quarters, or pursuant to another vesting schedule as approved by the Board and set forth in the option agreement.

Stock options

have a maximum term of ten years from the date of grant.

and Subsidiaries

to the Consolidated Financial Statements

the Years ended December 31, 2024 and 2023

option activity under the Plan was as follows for the year ended December 31, 2024:

Options Weighted-

Exercise Price

per Share Weighted-

Outstanding at December 31, 2023, recasted 1,202,724 $ 0.55 5.85

Granted 3,063,139 1.78 -

Exercised ( 60,454 ) - -

Forfeited ( 9,127 ) 0.54 -

Outstanding at December 31, 2024 4,196,282 1.04 5.98

Exercisable at December 31, 2024 4,145,552

aggregate intrinsic value is the fair market value on the reporting date less the exercise price for each option.

The fair value of each stock option award is estimated on the date

of the grant using the Black-Scholes option-pricing model.

For options granted during the year ended December 31, 2024 and December 31,

2023, the weighted average estimated fair value using the Black-Scholes option pricing model was $ 1.49 and $ 0.46 per option, respectively.

compensation expense related to the common stock options outstanding for the years ended December 31, 2024 and 2023, was approximately

$ 5.5 million and $ 0.5 million, respectively, which is included in general and administrative expense, net in the Company’s consolidated

statements of operations.

Total unrecognized expense related to unvested options outstanding as of December 31, 2024, was approximately

$ 161,000 which will be recognized over a weighted average period of 1.70 years.

The Company estimates the fair value of each stock option award on

the grant date using the Black-Scholes option-pricing model.

The assumptions used to calculate the fair value of the options granted during

the years ended December 31, 2024 are as follows:

Stock Price $ 3.89

Expected term (years) 2.0

Volatility 75.0 %

Risk-Free Rate 4.25 %

and Subsidiaries

Notes to the Consolidated Financial Statements

For the Years ended December 31, 2024 and 2023

Stock Unit Activity

stock unit activity under the Plan was as follows for the year ended December 31, 2024:

Outstanding at September 12, 2024

Outstanding at December 31, 2024

Company recorded stock-based compensation expense of $ 1,250,000 related to the RSUs granted during the year ended December 31, 2024.

There were no RSUs granted during the year ended December 31, 2023.

The grant date fair value of the RSUs granted in 2024 was calculated

based on the average closing price of the Company’s common stock for the ten-day period prior to the grant date.

part of Plum’s initial public offering (“IPO”), Plum issued warrants to third-party investors where each whole

warrant entitles the holder to purchase one share of the Company’s common stock at an exercise price of $ 11.50 per share (the “Public

Simultaneously with the closing of the IPO, Plum completed the private sale of warrants (the “Private Placement

Warrants” and together with the Public Warrants, the “Warrants”) where each Private Placement Warrant allows the holder

to purchase one share of the Company’s common stock at $ 11.50 per share.

At December 31, 2024, there are 6,384,326 Public Warrants

and 5,256,218 to Private Placement Warrants outstanding.

The Public Warrants become exercisable at $ 11.50 per share, subject

to adjustment, at any time commencing 30 days after the completion of the Business Combination;

provided that the Company has an effective

registration statement under the Securities Act covering the shares of the Company’s common stock issuable upon exercise of the

Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a

cashless basis under the circumstances specified in the warrant agreement) and such shares are registered, qualified or exempt from registration

under the securities, or blue sky, laws of the state of residence of the holder.

The warrants will expire five years after the completion

of the Business Combination or earlier upon redemption or liquidation.

The Company has agreed that as soon as practicable, but in no event

later than twenty business days after the closing of the Business Combination, it will use commercially reasonable efforts to file with

the SEC a registration statement for the registration, under the Securities Act, of the shares of common stock issuable upon exercise

of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business

days after the closing of the Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus

relating to those shares of common stock until the warrants expire or are redeemed, as specified in the warrant agreement, provided that

if the shares of common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they

satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option,

require holders of the Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section

3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration

statement, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws

to the extent an exemption is not available.

If a registration statement covering the shares of common stock issuable upon exercise of

the warrants is not effective by the 60th day after the closing of the Business Combination, warrant holders may, until such time as there

is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement,

exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but

the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent

an exemption is not available.

In such event, each holder would pay the exercise price by surrendering the warrants for that number of

shares of common stock equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of shares of common

stock underlying the warrants, multiplied by the excess of the “fair market value” (as defined below) less the exercise price

of the warrants by (y) the fair market value and (B) 0.361 .

The “fair market value” as used in this paragraph shall mean the

volume weighted average price of the shares of common stock for the 10 trading days ending on the trading day prior to the date on which

the notice of exercise is received by the warrant agent.

In no event will the Company be required to net cash settle any warrant.

In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant

will have paid the full purchase price for the unit solely for the shares of common stock underlying such Warrant.

and Subsidiaries

to the Consolidated Financial Statements

the Years ended December 31, 2024 and 2023

of Warrants When the Price per Share of Common Stock Equals or Exceeds $ 18.00

the Warrants become exercisable, the Company may redeem the outstanding Warrants (except with respect to the Private Placement Warrants):

2 unchanged sentences

● upon not less than 30 days’ prior written notice of redemption to each warrant holder;

● if, and only if, the last reported sale price of the Class A ordinary shares equals or exceeds $ 18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30 -trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders.

of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $ 10.00

● if, and only if, the last reported sale price of our common stock equals

or exceeds $ 18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant)

for any 20 trading days within a 30 -trading day period ending three trading days before the Company sends the notice of redemption to

the warrant holders.

of Warrants When the Price per Share of Common Stock Equals or Exceeds $ 10.00

the Warrants become exercisable, the Company may redeem the outstanding Warrants:

● in whole and not in part;

● at $ 0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares, based on the redemption date and the “fair market value” of our Class A ordinary shares (as defined above);

● if, and only if, the closing price of the Class A ordinary shares equals or exceeds $ 10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within the 30 -trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders;

● if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $ 18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above.

addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes

in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $ 9.20 per

ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors

and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor

or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds

from such issuances represent more than 60 % of the total equity proceeds, and interest thereon, available for the funding of the initial

Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume

weighted average trading price of our Class A ordinary shares during the 20 trading day period starting on the trading day prior

to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $ 9.20

per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115 % of the higher of the Market

Value and the Newly Issued Price, the $ 18.00 per share redemption trigger price described above will be adjusted (to the nearest cent)

to be equal to 180 % of the higher of the Market Value and the Newly Issued Price, and the $ 10.00 per share redemption trigger price described

above will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

RECURRING FAIR VALUE MEASUREMENTS

Held in Trust Account

As of December

31, 2023 and 2022, the investments in the Company’s Trust Account consisted of approximately $ 35.6 million and $ 323.9 million

Money Market funds, respectively.

The Company considers all investments with original maturities of more than three months

but less than one year to be short-term investments.

values of the Company’s investments are classified as Level 1 utilizing quoted prices (unadjusted) in active markets for identical

● at $ 0.10 per warrant upon a minimum of 30 days’ prior written

notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive

that number of shares, based on the redemption date and the “fair market value” (as defined above) of our common stock;

● if, and only if, the closing price of our common stock equals or exceeds

$ 10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant)

for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to

the warrant holders;

● if the closing price of our common stock for any 20 trading days within

a 30 -trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant

holders is less than $ 18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price

of a warrant), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public

Warrants, as described above.

Private Placement Warrants were initially issued in the same form as the Public Warrants with the exception that the Private Warrants:

(i) would not be redeemable by the Company and (ii) may be exercised for cash or on a cashless baseless so long as they are held by the

initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by the holders

on the same basis as the Public Warrants.

and Subsidiaries

Notes to the Consolidated Financial Statements

For the Years ended December 31, 2024 and 2023

Public Warrants were initially classified as a derivative liability instrument.

Upon the closing of the Business Combination, the Public

Warrants in accordance with the guidance contained in ASC 815 are no longer precluded from equity classification.

Equity-classified contracts

are initially measured at fair value (or allocated value).

Subsequent changes in fair value are not recognized as long as the contracts

continue to be classified in equity.

The Company continues to recognize the Private Placement Warrants as

liabilities at fair value as of the Closing Date with an offsetting entry to additional paid-in capital and adjusts the carrying value

of the instruments to fair value through other income (expense) on the consolidated statement of operations at each reporting period until

they are exercised.

As of December 31, 2024, the Private Placement Warrants are presented within warrant liabilities on the consolidated

balance sheet.

See Note 14, Fair Value Measurements , for additional information

on the Company’s measurements with respect to the warrants issued in connection with the foregoing transactions.

Private Veea Warrants

Upon the closing of the Business Combination, the Related Party Common

Stock Warrants were exercised in whole, on a net basis, for 3,880,000 shares of common stock of Private Veea at a conversion price of

$ 0.01 per share for an aggregate purchase price of $ 38,800 .

A total of 21,798 shares of common stock were surrendered in payment of the

purchase price.

In connection with the Business Combination, the Company’s equity-classified

Preferred stock warrants were exchanged for common stock warrants of the Company (each an “Exchanged Warrant”) to purchase

a number of shares of common stock, after adjustment for anti-dilutive shares, equal to the product of (i) the number of shares of Private

Veea’s common stock subject to such Preferred Stock warrant immediately prior to the Business Combination and (ii) the Exchange

Ratio, at an exercise price per share equal to (A) the exercise price per share of such Preferred Stock warrant immediately prior to the

consummation of the Business Combination, divided by (B) the Exchange Ratio.

On November 6, 2024, the warrant holder exercised warrants

to purchase 79,654 shares of common stock at an exercise price of $ 0.05 per share for an aggregate purchase price of $ 3,983 .

The outstanding

Exchanged Warrants are exercisable at the option of the holder until September 28, 2028 for an exercise price of $ 10.19 per share.

of December 31, 2024, there are 159,307 Exchanged Warrants outstanding.

and Subsidiaries

to the Consolidated Financial Statements

the Years ended December 31, 2024 and 2023

- RELATED PARTY TRANSACTIONS

On March 1, 2014, Private Veea entered into a sublease agreement with NLabs

Inc., an affiliate of the Company’s CEO that held approximately 26 % of the Company’s outstanding capital stock at December

31, 2024, for office space for an initial term of five years .

In 2018, Private Veea renewed the sublease for an additional five-year term,

with all other terms and conditions of the sublease remaining the same.

The renewal term expired February 28, 2024 and was subsequently

extended to June 30, 2025.

Rent for the office space is accrued and not paid in cash.

The Company recognized rent expense of approximately

$ 244,000 and $ 237,000 , respectively, for the years ended December 31, 2024 and 2023, all of which is classified as general and administrative

expenses, net in the Company’s consolidated statements of operations.

Accrued and unpaid rent expense included in the Company’s

consolidated balance sheets were $ 1,713,600 and $ 1,468,800 , respectively, as of December 31, 2024 and 2023.

In April 2017, Private Veea entered into

a lease agreement with 83 rd Street LLC to lease office space for an initial term of two years .

The sole member of 83 rd Street

is the Salmasi 2004 Trust.

At December 31, 2024, the Salmasi 2004 Trust held approximately 8 % of Veea’s outstanding capital stock.

Veea’s CEO is the grantor of the Salmasi 2004 Trust.

In 2018, Private Veea renewed the lease for an additional five-year term,

with all other terms and conditions of the lease remaining the same.

The renewal term expired February 28, 2024 and was subsequently extended

to June 30, 2025.

Rent for the office space is accrued and not paid in cash.

The Company recognized rent expense of approximately $ 281,000

and $ 247,000 , respectively, in each of the years ended December 31, 2024 and 2023, all of which is classified as general and administrative

expenses, net in the Company’s consolidated statements of operations.

Accrued and unpaid rent expense included in the Company’s

consolidated balance sheet were $ 1,944,000 and $ 1,656,000 , respectively, as of December 31, 2024 and 2023.

In 2021 and 2022, NLabs made loans to the Company evidenced by promissory

notes aggregating $ 9,500,000 (the “Bridge Notes”).

Interest on the outstanding principal amount of the Bridge Notes accrued

at a rate of 10 % per annum, calculated on the basis of a 365-day year.

Principal and accrued interest was payable on the maturity date

of the Bridge Notes.

The original maturity date of the Bridge Notes was December 31, 2022, which was extended to December 31, 2023, and

was subsequently extended to September 30, 2024.

The Company accounted for the extension as a modification of the Bridge Notes.

Interest expense for the years ended December 31, 2024 and 2023 was $ 195,155 and $ 237,500 , respectively.

and Subsidiaries

to the Consolidated Financial Statements

the Years ended December 31, 2024 and 2023

In 2022 and 2023, NLabs made loans

to the Company evidenced by promissory notes in the aggregate principal amount of $ 3,098,000 (the “Promissory Notes” and collectively

with the Bridge Notes, the “Related Party Notes”).

Interest on the outstanding principal amount of the Promissory Notes accrued

at a rate of 10 % per annum, calculated on the basis of a 365-day year.

Principal and interest on the Promissory Notes was repayable upon

the earlier of demand and December 31, 2023.

The Promissory Notes remained outstanding as of December 31, 2023 and was subsequently extended

to September 30, 2024.

Interest expense for the years ended December 31, 2024 and 2023 was $ 63,709 and $ 78,087 , respectively.

At the Closing, the Related Party

Notes were converted into shares of common stock at a price of $ 5.00 per share of common stock, which shares were not considered Private

Veea Shares and were in addition to the shares of common stock issued to holders of Private Veea Shares.

See Note 4 “Recapitalization”

for further information regarding the conversion of the Related Party Notes.

In March and April 2025, the Company’s CEO and NLabs made loans

to the Company in the aggregate amount of $ 826,000 .

Interest on the loan accrues at a rate of 10 % per annum, calculated on the basis of

a 365-day year.

Principal and accrued interest is payable on the earlier of demand or June 30, 2025.

- COMMITMENTS AND CONTINGENCIES

Commitments with Contract Manufacturers and Suppliers

of June 30, 2024, the Company did not have any unconditional purchase obligations for the purchase of goods or services from suppliers

and contract manufacturers.

Unconditional purchase obligations are obligations that are enforceable and legally binding on the Company

and specify all significant terms, including quantities to be purchased, fixed, minimum, or variable price provisions and the approximate

timing of the transaction.

Unconditional purchase obligations exclude agreements that are cancellable without penalty.

The Company leases office space in the U.S., including office space

from related parties as disclosed in Note 12 - Related Party Transactions .

These leases expire at various dates through

Under the terms of the various lease agreements, the Company may bear certain costs such as maintenance, insurance, and taxes.

agreements may provide for increasing rental payments at fixed intervals.

The Company’s CEO has guaranteed the obligations under

the office space leased in New Jersey.

The Company also leases offices in the United Kingdom and France and Mexico under short-term

arrangements of twelve months or less.

and Subsidiaries

Notes to the Consolidated Financial Statements

For the Years ended December 31, 2024 and 2023

ended December 31,

Operating lease costs

related parties

Short-term lease cost

Other than related parties

Variable lease cost

Other than related parties

Total lease cost

Year Ended December 31,

Cash paid for amounts included in the measurement of lease liabilities

Operating lease costs

Other than related parties $ 269,915 $ 354,691

Related parties - -

Total $ 269,915 $ 354,691

Weight-average remaining lease term-operating leases

Other than related parties 0.4 years 1.3 years

Related Parties - years 0.2 years

Aggregate 0.4 years 1.2 years

Weight-average discount rate-operating leases

Other than related parties 1.79 % 1.79 %

Related Parties N/A 10.00 %

Aggregate 1.79 % 3.07 %

and Subsidiaries

Notes to the Consolidated Financial Statements

For the Years ended December 31, 2024 and 2023

lease liabilities are based on the net present value of the remaining lease payments over the remaining lease term.

In determining the

net present value of its lease payments, the Company used an estimated incremental borrowing rate that is applicable to the Company based

on the information available at the later of the lease commencement date, lease modification date, or the date of adoption of ASC 842.

As of December 31, 2024, the maturities of the Company’s operating lease liabilities were as follows:

Total lease payments

imputed interest

Present values of lease

Operating lease liabilities current

Operating lease liabilities

Company accrues the estimated cost of product warranties at the time of recognizing revenue.

The Company’s standard product warranty

terms generally include post-sales support and repairs or replacement of a product at no additional charge for a specified period of

The Company engages in product quality programs and processes, including actively monitoring and evaluating the quality of its

component suppliers.

The estimated warranty obligation is based on contractual warranty terms, repair costs, current period product shipments

and product failure rates.

Warranty terms are generally limited to twelve months.

Indemnifications

the normal course of business, the Company has indemnification obligations to other parties, including customers, lessors, and parties

to other transactions with us, with respect to certain matters.

The Company has agreed to indemnify against losses arising from a breach

of representations or covenants or out of intellectual property infringement or other claims made against certain parties.

These agreements

may limit the time or circumstances within which an indemnification claim can be made and the amount of the claim.

is not possible to determine the maximum potential amount for claims made under the indemnification obligations due to uncertainties

in the litigation process, coordination with and contributions by other parties and the defendants in these types of cases, and the unique

facts and circumstances involved in each particular case and agreement.

To date, the Company has made no indemnity payments.

the Company has entered into indemnification agreements with its officers and directors, and its Amended and Restated Bylaws contain

similar indemnification obligations to its agents.

and Subsidiaries

to the Consolidated Financial Statements

the Years ended December 31, 2024 and 2023

the normal course of business, the Company may become involved in various lawsuits and legal proceedings.

While the ultimate results

of these matters cannot be predicted with certainty, management does not expect them to have a material adverse effect on the financial

position or results of operations of the Company.

In connection with the Business Combination transaction, Veea agreed

to pay certain legal expenses contingent upon the closing of the Business Combination, certain of which expenses were mutually agreed

to be deferred to periods after the Closing.

As of December 31, 2024, the amount of the deferred fees totaled approximately $ 1,750,000 .

- FAIR VALUE MEASUREMENTS

Company’s permitted investments consist of U.S.

Money Market funds.

Fair values of these investments are determined by Level 1

inputs utilizing quoted prices (unadjusted) in active markets for identical assets.

The Company’s initial value of the warrant

liability was based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with

less volume and transaction frequency than active markets and classified as level 3.

The subsequent measurement of the Public Warrants

is classified as Level 1 due to the use of an observable market price of these warrants.

The subsequent measurement of the Private

Warrants is classified as Level 2 because these warrants are economically equivalent to the Public warrants, based on the terms

of the Private Warrant agreement, and as such their value is principally derived by the value of the Public Warrants.

Significant deviations

from these estimates and inputs could result in a material change in fair value.

For the year ended December 31, 2023, there were no

transfers amongst level 1, 2, and 3 values during the period.

At December 31, 2021, the Company reclassified the Public Warrants

and Private Warrants from Level 3 to Level 1 and Level 2, respectively.

FPA liability is measured at fair value using a probability weighted expected return model based on future projections of various potential

The FPA liability is considered to be a Level 3 financial instrument.

On June 15, 2023, the Company received a termination

notice from Sakuu, that terminated, effective June 14, 2023, the Business Combination Agreement, dated March 2, 2023.

of the termination of the Business Combination Agreement, the FPA was also terminated.

As of December 31, 2023 and 2022 there was no

FPA liability outstanding.

conversion feature of the Convertible Promissory Notes, in connection with the Subscription Purchase Agreement, is measured at fair value

using a Monte Carlo model that fair values the compound option.

The fair value of the conversion feature of the Convertible Promissory

Notes was $ 0 as of December 31, 2023.

following table presents fair value information as of December 31, 2023 and 2022, of the Company’s financial assets and liabilities

that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company

utilized to determine such fair value.

held in Trust Account—U.S.

warrant liability

Sponsor loan conversion option

held in Trust Account—U.S.

$ 323,911,642

warrant liability

Fair Value Measurements

Company’s initial value of the warrant liability was based on a valuation model utilizing management judgment and pricing inputs

from observable and unobservable markets with less volume and transaction frequency than active markets and classified as level 3.

subsequent measurement of the Private Warrants is classified as Level 2 because these warrants are economically equivalent to the Public

Warrants, based on the terms of the Private Warrant agreement, and as such their value is principally derived by the value of the Public

Significant deviations from these estimates and inputs could result in a material change in fair value.

For the year ended

December 31, 2024, there were no transfers amongst level 1, 2, and 3 values during the period.

The conversion feature of the September 2024 Notes is measured at fair

value using a Monte Carlo model that fair values the conversion option.

The following table presents fair value information as of December

31, 2024 and 2023 of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and

indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

warrant liability

and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register

or qualify the underlying securities for sale under all applicable state securities laws.

Purchase Agreement Liability

estimated fair value of the FPA liability on March 1, 2023 (initial measurement) is determined using Level 3 inputs.

term was based on management assumptions regarding the timing and likelihood of completing a business combination.

The FPA liability

is discounted to net present values using risk free rates.

Discount rates were based on current risk-free rates based on the estimated

June 15, 2023, the Company received a termination notice from Sakuu, that terminated, effective June 14, 2023, the Business

Combination Agreement, dated March 2, 2023.

In light of the termination of the Business Combination Agreement, the FPA was also

As of December 31, 2023 and 2022 there was no FPA liability outstanding.

following table presents the changes in the fair value of the forward purchase agreement (“FPA”) liability:

Fair value as of January 1, 2023

Issuance of FPA liability

note option liability

Earn-out Share Liability

December 31, 2023

Money Market Funds

and Subsidiaries

Notes to the Consolidated Financial Statements

For the Years ended December 31, 2024 and 2023

Note Option Liability

The Company established the initial fair value for the Convertible

Note Option Liability as of September 13, 2024, which was the date of the Financing Closing .

On December 31, 2024, the fair value was

remeasured using an option pricing model.

The option pricing model was used to value the Convertible Note Option liability for the initial

period and subsequent measurement periods.

Convertible Note Option liability was classified within Level 3 of the fair value hierarchy at the initial measurement date and as of

and December 31, 2024, due to the use of unobservable inputs.

The key inputs into the option pricing model for the Convertible Note Option

liability were as follows at September 13, 2024 initial value and at December 31, 2024:

September 13,

Expected term (years)

Risk-Free Rate

Interest rate

Balance at January 1, 2024 $

Initial value, September 13,

Change in fair value

Fair value as of December 31, 2023

in the fair value of the forward purchase agreement liability for the year ended December 31, 2023, is $ 308,114 .

COMMITMENTS AND CONTINGENCIES

holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans

(and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon

conversion of Working Capital Loans) will be entitled to registration rights pursuant to a registration and shareholder rights agreement

to be signed prior to or on the effective date of the IPO.

The holders of these securities are entitled to make up to three demands,

excluding short form demands, that the Company registers such securities.

In addition, the holders have certain “piggy-back”

registration rights with respect to registration statements filed subsequent to the Company’s completion of its initial Business

However, the registration and shareholder rights agreement provide that the Company will not permit any registration statement

filed under the Securities Act to become effective until termination of the applicable Lock-up period, which occurs (i) in the case

of the Founder Shares, as described in Note 5, and (ii) in the case of the Private Placement Warrants and the respective Class A

ordinary shares underlying such warrants, 30 days after the completion of the initial Business Combination.

The Company will bear

the expenses incurred in connection with the filing of any such registration statements.

Company granted the underwriter a 45 -day option from March 18, 2021 to purchase up to an additional 4,500,000 Units to

cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions.

The underwriter partially exercised

the over-allotment option and, on April 14, 2021, the underwriter purchased 1,921,634 Units.

March 18, 2021, the Company paid the underwriter’s fee of $ 6,000,000 upon the closing of the IPO.

Upon partial exercise

of the over-allotment option, the Company paid $ 384,327 to the underwriter.

addition, the Underwriting Agreement provides $ 11,172,572 to be payable to the underwriter for deferred underwriting commissions.

However, the underwriter, Goldman Sachs, waived any entitlement it has to such commissions under the Underwriting Agreement.

of Deferred Underwriting Discount

January 16, 2023, Goldman Sachs, the underwriter of the Company’s initial public offering, waived any entitlement it had to

its deferred underwriting discount in the amount of $ 11,172,572 .

In doing so, Goldman Sachs did not forfeit or waive any claim or right

it otherwise has under the Underwriting Agreement dated March 15, 2021.

Provider Agreements

time to time the Company has entered into and may enter into agreements with various services providers and advisors, including investment

banks, to help us identify targets, negotiate terms of potential Business Combinations, consummate a Business Combination and/or provide

other services.

In connection with these agreements, the Company may be required to pay such service providers and advisors fees in connection

with their services to the extent that certain conditions, including the closing of a potential Business Combination, are met.

If a Business

Combination does not occur, the Company would not expect to be required to pay these contingent fees.

There can be no assurance that

the Company will complete a Business Combination.

Combination Agreement

March 2, 2023, the Company entered into a Business Combination Agreement by and among the Company, Sakuu Corporation, a Delaware

corporation (the “Sakuu”), Merger Sub I, and Merger Sub II.

The Business Combination Agreement with Sakuu was terminated

on June 14, 2023.

November 27, 2023, the Company, 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.

disclosed in the definitive proxy statement filed by the Company on February 24, 2023 (the “Proxy Statement”), relating

to the extraordinary general meeting of shareholders (the “Shareholder Meeting”), the Sponsor agreed that if the Extension

Amendment Proposal (as defined below) is approved, it or one or more of its affiliates, members or third-party designees (the “Lender”)

will deposit into the Trust Account the lesser of (A) $ 480,000 or (B) $ 0.12 for each Class A ordinary share, par value

$ 0.0001 per share (each a “Public Share”) remaining after the holders of the Company’s Public Shares elected to redeem

all or a portion of their Public Shares (the “Redemption”), in exchange fora non-interest bearing, unsecured promissory

note issued by the Company to the Lender.

addition, in the event that the Company has not consummated an initial business combination by the Articles Extension Date (defined below),

without approval of the Company’s public shareholders, the Company may, by resolution of the Board, if requested by the Sponsor,

and upon five days’ advance notice prior to the applicable Termination Date (as defined below), extend the Termination Date

up to nine times, each by one additional month (for a total of up to nine additional months to complete a Business Combination),

provided that the Lender will deposit into the Trust Account for each such monthly extension, the lesser of (A) $ 160,000 or

(B) $ 0.04 for each Public Share remaining after the Redemption, in exchange for a non-interest bearing, unsecured promissory

note issued by Plum to the Lender.

on March 16, 2023, the Company entered into a subscription agreement (“Subscription Agreement”) with Polar Multi-Strategy

Master Fund (the “Investor”) and the Sponsor (collectively, the “Parties”), the purpose of which is for the Sponsor

to raise up to $ 1,500,000 from the Investor to fund the Articles Extension (defined below) and to provide working capital to the Company

during the Articles Extension (“Investor’s Capital Commitment”).

As such, subject to, and in accordance with the terms

and conditions of the Subscription Agreement, the Parties agreed,

(a) from time to time, the Company will request funds from the Sponsor for working capital purposes or for the Sponsor to fund an extension payment pursuant to the Company’s Amended and Restated Memorandum and Articles of Association (each a “Drawdown Request”).

The Sponsor, upon on at least five (5) calendar days’ prior written notice (“Capital Notice”), may require a drawdown against the Investor’s Capital Commitment under a Drawdown Request (each a “Capital Call”);

(b) in consideration of the Capital Calls, Sponsor will transfer 0.75 of a Class A ordinary share for each dollar the Investor funds pursuant to the Capital Call(s) (the “Subscription Shares”) to the Investor at the closing of the Business Combination (the “Business Combination Closing”).

The Subscription Shares shall be subject to the Lock-Up Period as defined in section 5 of the Sponsor Letter Agreement dated March 2, 2023 (the “Letter Agreement”).

The Subscription Shares shall not be subject to any additional transfer restrictions or any additional lock-up provisions, earn outs, or other contingencies and shall promptly be registered pursuant to the first registration statement filed by the Company or the surviving entity in relation to the Business Combination;

(c) each member of the Sponsor has the right to contribute any amount requested under each Drawdown Request (“Sponsor Capital Contribution”), provided that such Sponsor Capital Contributions will be made on terms no more favorable than the Investor’s Capital Commitment.

In addition, the Company and Sponsor maintain the ability to enter into other agreements with each other or with other parties which shall provide for funding of the Company (through the issuance of equity, entry into promissory notes, or otherwise) outside of Drawdown Requests, provided that the terms of any such agreement between the Company or Sponsor with each other or any party or parties will be no more favorable than the terms under this Agreement;

(d) any amounts funded by the Sponsor to the Company under a Drawdown Request shall not accrue interest and shall be promptly repaid by the Company to the Sponsor upon the Business Combination Closing.

Following receipt of such sums from the Company, and in any event within 5 business days of the Business Combination Closing, the Sponsor or Company shall pay to the Investor, an amount equal to all Capital Calls funded under the Subscription Agreement (the “Business Combination Payment”).

The Investor may elect at the Business Combination Closing to receive such Business Combination Payment in cash or Class A ordinary shares at a rate of 1 Class A ordinary share for each $10 of the Capital Calls funded under the Subscription Agreement.

If the Company liquidates without consummating the Business Combination, any amounts remaining in the Sponsor or Company’s cash accounts, not including monies held in Trust Account, will be paid to the Investor within five (5) days of the liquidation;

(e) on the Business Combination Closing, the Sponsor will pay the Investor an amount equal to the reasonable attorney fees incurred by the Investor in connection with the Subscription Agreement not to exceed $ 5,000 .

July 14, 2023, the Company entered into an amended and restated subscription agreement (“A&R Subscription Agreement”)

with Investor and Sponsor, which amends and restates the subscription agreement entered into by the Parties on March 16, 2023.

purpose of the A&R Subscription Agreement remains for the Sponsor to raise up to $ 1,500,000 from the Investor to fund the Articles

Extension (defined below) and to provide working capital to the Company during the Articles Extension (“Investor’s Capital

Commitment”).

As such, subject to, and in accordance with the terms and conditions of the A&R Subscription Agreement, the Parties

(b) in consideration of the Capital Calls, Sponsor will transfer (i) 0.75 shares of Class A ordinary share for each dollar the Investor funds pursuant to the Capital Call(s) in respect of the initial contribution, and (ii) 1 share of Class A ordinary share for each dollar the Investor funds pursuant to the Capital Call(s) in respect of the second contribution (together, the “Subscription Shares”) to the Investor at the closing of the Business Combination (the “Business Combination Closing”).

The Subscription Shares shall be subject to the Lock-Up Period as defined in section 5 of the Sponsor Letter Agreement dated March 2, 2023 (the “Letter Agreement”).

Following receipt of such sums from the Company, and in any event within 5 business days of the Business Combination Closing, the Sponsor or Company shall pay to the Investor, an amount equal to all Capital Calls funded under the A&R Subscription Agreement (the “Business Combination Payment”).

If the Company liquidates without consummating the Business Combination, any amounts remaining in the Sponsor or Company’s cash accounts, not including the Company’s Trust Account, will be paid to the Investor within five (5) days of the liquidation;

(e) on the Business Combination Closing, the Sponsor will pay the Investor an amount equal to the reasonable attorney fees incurred by the Investor in connection with the A&R Subscription Agreement not to exceed $ 5,000 ;

(f) an amount that is up to $ 160,000 (being the total and final amount that the Sponsor can call as the second contribution) may be requested by the Sponsor in one or more Capital Notices before July 31, 2023.

July 25, 2023, the Company entered into a subscription agreement (“Second Subscription Agreement”) with Investor and

Sponsor, the purpose of which is for the Sponsor to raise up to $ 1,090,000 from the Investor to fund the Extension (defined below) and

to provide working capital to the Company during the Extension (“Investor’s Capital Commitment”).

As such, subject

to, and in accordance with the terms and conditions of the Second Subscription Agreement, the Parties agreed,

An amount of up to $ 750,000 of the Investor’s Capital Commitment was deemed the subject of a Capital Call concurrently with the execution of the Second Subscription Agreement, and an amount that is up to the balance of the Investor’s Capital Commitment may be called upon the filing of a registration statement by the SPAC or the surviving entity in relation to the business combination.

in consideration of the Capital

Calls, Sponsor will transfer 1 share of Class A ordinary share for each dollar the Investor funds pursuant to the Capital Call(s) in

respect of the second contribution (together, the “Subscription Shares”) to the Investor at the closing of the Business

Combination (the “Business Combination Closing”).

The Subscription Shares shall be subject to the Lock-Up Period as defined

in section 5 of the Sponsor Letter Agreement dated March 2, 2023 (the “Letter Agreement”).

The Subscription Shares

shall not be subject to any additional transfer restrictions or any additional lock-up provisions, earn outs, or other contingencies

and shall promptly be registered pursuant to the first registration statement filed by the Company or the surviving entity in relation

to the Business Combination;

each member of the Sponsor

has the right to contribute any amount requested under each Drawdown Request (“Sponsor Capital Contribution”), provided

that such Sponsor Capital Contributions will be made on terms no more favorable than the Investor’s Capital Commitment.

addition, the Company and Sponsor maintain the ability to enter into other agreements with each other or with other parties which

shall provide for funding of the Company (through the issuance of equity, entry into promissory notes, or otherwise) outside of Drawdown

Requests, provided that the terms of any such agreement between the Company or Sponsor with each other or any party or parties will

be no more favorable than the terms under the Second Subscription Agreement;

Following receipt of such sums from the Company, and in any event within 5 business days of the Business Combination Closing, the Sponsor or Company shall pay to the Investor, an amount equal to all Capital Calls funded under the Second Subscription Agreement (the “Business Combination Payment”).

(e) on the Business Combination Closing, the Sponsor will pay the Investor an amount equal to the reasonable attorney fees incurred by the Investor in connection with the Second Subscription Agreement not to exceed $ 5,000 .

connection with the Second Subscription Agreement, the Company issued an unsecured promissory note, dated as of July 25, 2023, in

the principal amount of up to $ 1,090,000 to Sponsor, which may be drawn down by the Company from time to time prior to the consummation

of the Company’s Business Combination.

As noted, an initial draw in the amount of $ 750,000 occurred on July 25, 2023.

note does not bear interest, matures on the date of consummation of the Business Combination and is subject to customary events of default.

The note 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.

October 18, 2023, the parties to the A&R Subscription Agreement entered into Amendment No.

1 to the A&R Subscription Agreement,

in which the parties amended the consideration of a Capital Call made pursuant to the A&R Subscription Agreement to the following:

(a) 431,735 shares of Class A Common Stock of the SPAC (the “Initial Shares”) free and clear of any liens or other encumbrances,

other than pursuant to the Letter Agreement and the Investor shall not be subject to forfeiture, surrender, claw-back, transfers, disposals,

exchanges, or earn-outs for any reason on the Initial Shares;

(b) 71,956 shares of Class A Common Stock of the SPAC that must be held

by the Investor until the VWAP of the Class A Common Stock equals or exceeds $ 12.50 for any 20 trading days within any 30 days trading

period within 10 years from the consummation of the De-SPAC (the “$ 12.50 Shares”);

and (c) 71,956 shares of Class A Common

Stock of the SPAC that must be held by the Investor until the VWAP of the Class A Common Stock equals or exceeds $ 15.00 for any 20 trading

days within any 30 days trading period within 10 years from the consummation of the De-SPAC (the “$ 15 Shares” and together

with the Initial Shares and the $ 12.50 Shares, the “Subscription Shares”).

October 18, 2023, the parties to the Second Subscription Agreement entered into Amendment No.

1 to the Second Subscription Agreement,

in which the parties (a) limited the total amount of the Investor’s Capital Commitment that may be called subject to the Second

Subscription Agreement to $ 750,000 and (b) amended the consideration of a Capital Call made pursuant to the Second Subscription Agreement

to the following:

(a) 448,169 shares of Class A Common Stock of the SPAC (the “Initial Shares”) free and clear of any liens

or other encumbrances, other than pursuant to the Letter Agreement and the Investor shall not be subject to forfeiture, surrender, claw-back,

transfers, disposals, exchanges, or earn-outs for any reason on the Initial Shares;

(b) 74,695 shares of Class A Common Stock of the

SPAC that must be held by the Investor until the VWAP of the Class A Common Stock equals or exceeds $ 12.50 for any 20 trading days within

any 30 days trading period within 10 years from the consummation of the De-SPAC (the “$ 12.50 Shares”);

and (c) 74,695 shares

of Class A Common Stock of the SPAC that must be held by the Investor until the VWAP of the Class A Common Stock equals or exceeds $ 15.00

for any 20 trading days within any 30 days trading period within 10 years from the consummation of the De-SPAC (the “$ 15 Shares”

and together with the Initial Shares and the $ 12.50 Shares, the “Subscription Shares”).

November 16, 2023, the Company entered into a subscription agreement (“Fourth Subscription Agreement”) with Palmeira Investment

Limited (“Palmeira”) and Sponsor and, together with the Company and Palmeira, the “Parties”, the purpose of which

is for the Sponsor to raise up to $ 800,000 from Palmeira to fund the Extension and to provide working capital to the Company during the

Extension (“Investor’s Capital Commitment”).

Palmeira paid $ 249,975 and $ 250,000 to the Sponsor on November 21, 2023,

and November 27, 2023, respectively.

The Sponsor agreed to assign to Palmeira, effective as of the Closing Date or the earlier termination

of the Business Combination Agreement in accordance with its terms or otherwise, an aggregate of 281,236 Founder Shares

of December 31, 2023, Polar and Palmeira (collectively the “Investors”) have paid the Sponsor an aggregate of $ 2,359,975

to fund the Company’s working capital requirements during the Articles Extension and the Sponsor agreed to assign to Investors,

effective as of the Closing Date or the earlier termination of the Business Combination Agreement in accordance with its terms or otherwise,

an aggregate of 1,341,140 Founder Shares.

Purchase Agreement

to the execution of the Business Combination Agreement, the Company and Polar entered into a letter agreement dated March 1, 2023

(the “Forward Purchase Agreement”), pursuant to which Polar will purchase (either in the open market, or from the Company)

up to 2,500,000 shares of (i) prior to the Closing, Class A common stock of the Company and (ii) after the Closing (such

shares, the “FPA Shares”).

Seller may not beneficially own greater than 9.9 % of the FPA Shares on a pro forma basis.

has agreed to waive any redemption rights with respect to any FPA Shares and separate shares in connection with the Business Combination.

Forward Purchase Agreement provides that at Closing, the Company will pay to Polar, out of funds held in Trust Account, an amount equal

to the sum of (x) the Public Shares (as defined in the Forward Purchase Agreement) multiplied by the Redemption Price (as defined

in the Amended and Restated Certificate of Incorporation), and (y) the proceeds of the Private Shares (as defined in the Forward

Purchase Agreement) purchased by Polar (collectively, such amount, the “Prepayment Amount”), to Polar.

the maturity of the Forward Purchase Agreement, which will be one year from the Closing unless accelerated or deferred (but up to

two years) by Seller, the Company will repurchase the Public and Private Shares then held by Seller for a price equal to the Redemption

Price plus $ 0.60 (which amount will be increased by another $ 0.60 per year for each year by which the maturity is deferred

by Seller), The Prepayment Amount will be credited against this repurchase price.

Prior to maturity, if Seller sells these shares for

over $ 10.00 per share, it will repay $ 10.00 per share to Plum.

June 15, 2023, the Company received a termination notice from Sakuu, that terminated, effective June 14, 2023, the Business

Combination Agreement, dated March 2, 2023.

In light of the termination of the Business Combination Agreement, the FPA was also

October 31, 2022, the Company entered into a termination agreement with a potential party to a business combination (“Target”),

pursuant to which the Company and Target agreed to release each other from any obligations and claims related to a certain Amended and

Restated Non-Binding Term Sheet, dated as of June 22, 2022 (“Term Sheet”), and related Term Sheet Extension Letter Agreements,

dated July 18, 2022, July 22, 2022, August 1, 2022, and August 8, 2022.

SHAREHOLDERS’ DEFICIT

Shares — The Company is authorized to issue 1,000,000 preference shares at par value of $ 0.0001 , with such designations,

voting and other rights and preferences as may be determined from time to time by the Company’s board of directors.

31, 2023 and 2022, there were no preference shares issued or outstanding.

Ordinary Shares — The Company is authorized to issue a total of 500,000,000 Class A Ordinary Shares at par value of

$ 0.0001 per share.

At December 31, 2023 and 2022, there were 7,980,409 and no Class A Ordinary Shares outstanding excluding 3,255,593

and 31,921,634 shares of Class A Ordinary Shares subject to possible redemption, respectively.

Ordinary Shares — The Company is authorized to issue a total of 50,000,000 Class B Ordinary Shares at par value of

$ 0.0001 per share.

Holders are entitled to one vote for each Class B ordinary share.

With the underwriter’s over-allotment

option expiring in May 2021 partially unexercised, the initial shareholders forfeited 644,591 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.

In connection with the vote to approve the Second Extension Amendment Proposal, the Sponsor, as the sole holder of Class B Ordinary Shares,

voluntarily elected to convert all Class B Ordinary Shares to Class A Ordinary Shares on a one-for-one basis in accordance with the Memorandum

and Articles of Association.

As of December 31, 2023 and 2022, there were 0 and 7,980,409 shares of Class B Ordinary Shares issued

and outstanding, respectively.

of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters

submitted to a vote of the Company’s shareholders, except as required by law.

Unless specified in the Company’s amended and

restated memorandum and articles of association, or as required by applicable provisions of the Companies Act or applicable stock exchange

rules, the affirmative vote of a majority of the Company’s ordinary shares that are voted is required to approve any such matter

voted on by its shareholders.

Class B ordinary shares will automatically convert into Class A ordinary shares (which such Class A ordinary shares delivered

upon conversion will not have redemption rights or be entitled to liquidating distributions from the Trust Account if the Company does

not consummate an initial Business Combination) at the time of the initial Business Combination or earlier at the option of the holders

thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in

the aggregate, on an as-converted basis, 20 % of the sum of (i) the total number of ordinary shares issued and outstanding upon completion

of the IPO, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise

of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation

of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible

into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any Private

Placement Warrants issued to the Sponsor, its affiliates or any member of the Company’s management team upon conversion of Working

Capital Loans.

In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one .

QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

further described in Note 2, the previously reported financial information for the quarters ended March 31, 2023, June 30, 2023, and

September 30, 2023, have been restated.

As part of the restatement, the Company recorded adjustments to correct the uncorrected misstatements

in the impacted periods.

The unaudited interim financial statements reflect all adjustments which are, in the opinion of management,

necessary for a fair statement of the results for the interim periods presented.

following tables summarize the Company’s unaudited quarterly financial information for the impacted periods.

herein is expanded disclosure of the restatements of the quarterly information for the three months ended March 30, 2023, three and six-months

ended June 30, 2023, and three and nine-months ended September 30, 2023.

PLUM ACQUISITION

CONSOLIDATED BALANCE SHEETS

and cash equivalents

current assets

held in Trust Account

Redeemable Ordinary Shares and Stockholders’ Deficit

payable and accounts payable

to related party

promissory note -related party

Note - related party

liability, net of debt discount

Purchase Agreement liability

current liabilities

and Contingencies

Class A Common Stock subject to possible redemption, 5,228,218 , 5,228,218 and 3,255,593 shares at $ 10.40 , $ 10.55 and $ 10.78 redemption value as of March 31, 2023, June 30, 2023 and September 30, 2023, respectively

Stockholders’

Preferred stock, $ 0.0001 par value;

1,000,000 shares authorized;

none issued and outstanding

Class A ordinary shares, $ 0.0001 par value;

500,000,000 shares authorized;

0 , 0 and 799 shares issued and outstanding (excluding 5,228,218, 5,228,218 and 3,255,593 shares subject to possible redemption) as of March 31, 2023, June 30, 2023 and September 30, 2023, respectively.

Class B ordinary shares, $ 0.0001 par value;

50,000,000 shares authorized;

7,980,409 , 7,980,409 and 0 shares issued and outstanding as of March 31, 2023, June 30, 2023 and September 30, 2023.

paid-in capital

( 15,718,359 )

( 13,165,959 )

( 13,504,009 )

stockholders’ deficit

( 8,185,793 )

( 6,252,747 )

Balance at December 31, 2024

and Subsidiaries

to the Consolidated Financial Statements

the Years ended December 31, 2024 and 2023

Share Liability

Following the closing of the Business Combination, holders of certain capital

stock of Private Veea immediately prior to the closing will have the contingent right to receive up to 4.5 million additional shares of

the Company’s common stock if certain trading-price based milestones of the Company’s common stock are achieved or a

change of control transaction occurs during the ten-year period following the Closing.

The Company’s obligation to issue the earnout

shares is recorded as a contingent liability (the “Earn-Out Share Liability”) in the Company’s financial statements.

The initial value of the contingent earnout share liability of $ 53.6 million is recorded as a transaction cost within operating expenses

for the year ended December 31, 2024.

The fair value of the Earn-out Share Liabilities was estimated using Monte Carlo simulation utilizing

assumptions related to the contractual term of the instruments, estimated volatility, the price of our common stock, and the risk-free

A significant driver of the value of the Earn-out Share Liability at the close of the Business Combination was our closing stock

price on September 13, 2024, which was $ 12.00 .

The following table presents the changes

in fair value of the earnout liabilities:

Liability at January 1, 2024

Initial value, September 13, 2024

Change in fair value

( 38,040,000 )

Liabilities, Redeemable Ordinary Shares and Stockholders’ Deficit

ACQUISITION CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS

the three months ended

March 31, 2023

the three months ended

the six months ended

the three months ended

September 30,

the nine months ended

Balance as of December 31, 2024

key inputs for the Earn-out Share Liability were as follows at September 13, 2024 initial value, and at December 31, 2024:

September 13,

and operating costs

from operations

( 1,153,282 )

( 1,732,236 )

( 2,085,609 )

(expense) income:

in fair value of warrants liabilities

( 2,022,486 )

in fair value of Forward Purchase Agreement

Issuance of Forward

Purchase Agreement

of deferred underwriter fee payable

Expense – Debt Discount

income – trust account

other (expense) income, net

(loss) income

$ ( 420,047 )

$ ( 338,050 )

average shares outstanding, Class A ordinary shares subject to possible redemption

Basic and diluted net income per ordinary share, Class A ordinary shares subject to possible redemption

average shares outstanding, Class A ordinary shares subject to possible redemption

Basic and diluted net income per ordinary share, Class A ordinary shares

average shares outstanding, Class B ordinary shares

Basic and diluted net income per ordinary share, Class B ordinary shares

ACQUISITION CORP.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

A ordinary shares

B ordinary shares

Shareholders’

as of December 31, 2022

$ ( 15,298,312 )

$ ( 15,297,513 )

of deferred underwriter fees

of Class A ordinary shares to redemption value

( 3,568,966 )

Issuance of subscription

as of March 31, 2023 (As Restated)

$ ( 15,718,359 )

$ ( 8,185,793 )

of Class A ordinary shares to redemption value

Issuance of subscription

as of June 30, 2023 (As Restated)

$ ( 13,165,959 )

$ ( 6,252,747 )

of class B shares to Class A shares

( 7,980,409 )

of Class A ordinary shares to redemption value

Expected term (years)

Risk-Free Rate

- EARNINGS PER SHARE

As described in Note 4 - Reverse Recapitalization , the Company accounted

for the Business Combination as a reverse recapitalization.

Earnings per share calculations for all periods prior to the Closing have

been retrospectively adjusted by the Exchange Ratio for the equivalent number of shares of Common Stock outstanding immediately after

the Closing to effect the reverse recapitalization.

Subsequent to the Closing, earnings per share is calculated based on the weighted

average number of shares of Common Stock outstanding.

and Subsidiaries

Notes to the Consolidated Financial Statements

For the Years ended December 31, 2024 and 2023

– INCOME TAXES

loss for the years ended December 31, 2024 and 2023, was as follows:

$ ( 41,380,390 )

$ ( 9,557,067 )

Issuance of subscription

as of September 30, 2023 (As Restated)

( 6,167,378 )

( 6,081,522 )

PLUM ACQUISITION

CONSOLIDATED STATEMENTS OF CASH FLOWS

the six months ended

September 30,

Cash flows from Operating Activities:

$ ( 47,547,768 )

Adjustments to reconcile net loss to net cash

used in operating activities:

Interest earned on cash held in Trust Account

$ ( 15,638,589 )

for income taxes for the years ended December 31, 2024 and 2023, consisted of the following:

Current tax provision

State and local

Total current tax provision

Deferred tax provision Federal

State and local

Total deferred tax provision

Total provision for income taxes

tax assets (liabilities) consist of the following:

Deferred tax assets

Stock options issued for services

Net Operating Loss Carryforwards

Section 174 Expenditures

R&D Tax Credits

Interest carryforward

Total gross deferred tax assets

Less Valuation Allowance

( 47,011,175 )

( 35,566,934 )

Reduction of deferred underwriter fees

Changes in fair value of warrant liabilities

Issuance of FPA

Change in fair value of FPA

Interest expense - debt discount

Prepaid assets

Due to related party

Accounts payable and

accrued expenses

cash used in operating activities

Cash flows from Investing

Extension payment deposit in Trust

Net deferred tax assets

Deferred tax liabilities

Right of Use Asset

Unrealized Fx gain (loss)

Total gross deferred tax liabilities

$ ( 472,288 )

Cash withdrawn for redemptions

cash used in investing activities

Cash flows from Financing

Redemption of ordinary shares

Net deferred tax liabilities

In assessing the realizability of deferred tax

assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.

The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which

those temporary differences become deductible.

Due to the uncertainty of the Company’s ability to realize the benefit of the deferred

tax assets, the net deferred tax assets are fully offset by a valuation allowance at December 31, 2024 and 2023.

The valuation allowance

for the year ending December 31, 2024 and 2023 was $ 47,011,175 and $ 35,566,934 , respectively.

and Subsidiaries

Notes to the Consolidated Financial Statements

For the Years ended December 31, 2024 and 2023

reconciliation of federal statutory income tax rate to our effective income tax rate is as follows for the years ended December 31:

Federal income tax at the Statutory Rate

Earnout-Share Liability

Permanent Items

Return to Provision

Change in valuation allowance

Total tax benefit

As of December 31, 2024, the Company had gross federal net operating

loss carryforwards of approximately 109,644,085 , resulting in a tax effected benefit of $ 23,025,258 , which will be carried forward indefinitely.

In addition, the Company has gross state net operating loss carryforwards of approximately $ 72,622,999 with an expected net tax impact

$ 4,984,749 .

The state NOLs have varying expiration dates as determined by each state.

The Company also has net operating losses in foreign

jurisdictions that can be utilized to offset future taxable income in the United Kingdom, France, or Mexico based on the jurisdiction

of generation.

The gross value of these NOLs is 28,276,145 with an anticipated future tax benefit of $ 7,069,870 .

The expiration of the

foreign NOLs are also based on the law in each respective jurisdiction, with the earliest of these being 2034.

As of December 31, 2024, the Company has federal

R&D credit carryforwards of $ 4,092,749 , these credits will begin to expire in 2038.

The Company has also reduced the anticipated future

benefit of these credits by recording an uncertain tax benefit equal to 30 % of the credit claimed.

IRC Section 382 imposes limitations on the use

of net operating loss carryovers when the stock ownership of one or more 5% shareholders (shareholders owning 5% or more of the Company’s

outstanding capital stock) has increased on a cumulative basis by more than 50 percentage points.

As of December 31, 2024, the Company

has not completed an analysis on the 382 limitation.

A 382 limitation calculation will be considered prior to the usage of tax attributes.

The Company's effective tax rate could also fluctuate

due to changes in the valuation of its deferred tax assets or liabilities, or by changes in tax laws, regulations, and accounting principles.

The Company has evaluated both positive and negative

evidences and determined that all of its worldwide deferred tax assets will not be realized for the foreseeable future.

As a result, the

valuation allowance is recorded against all existing deferred tax assets.

The current business operations and resulting need for a valuation

analysis will be considered annually.

Beginning on January 1, 2022, the Tax Cuts and

Jobs Act (the "Tax Act”) eliminated the option to deduct research and development expenditures in the current year and requires

taxpayers to capitalize such expenses pursuant to Internal Revenue Code (“IRC”) Section 174.

The capitalized expenses are

amortized over a five-year period for domestic expenses.

As a result of this provision of the Tax Act, deferred tax assets related

to capitalized research expenses increased by $ 6,114,653 in 2024, partially offset by amortization on research expenses.

and Subsidiaries

Notes to the Consolidated Financial Statements

For the Years ended December 31, 2024 and 2023

- SEGMENTATION

ASC Topic 280, “Segment Reporting,”

establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic

areas, and major customers.

Operating segments are defined as components of an enterprise that engage in business activities from which

it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by

the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance.

The Company’s chief operating

decision maker (“CODM”) has been identified as the CEO, who reviews the assets, operating results, and financial metrics for

the Company as a whole to make decisions about allocating resources and assessing financial performance.

Accordingly, management has determined

that there is only one reportable segment.

The CODM assesses the performance of and

decides how to allocate resources for the one segment based on consolidated net loss.

Further, EBITDA (earnings before interest taxes,

depreciation and amortization), which is not presented on the face of the Company’s Consolidated Statements of Operations, is used

to assist with the measurement of segment performance and allocate resources.

The CODM also uses net loss and adjusted EBITDA, to decide

the level of investment in various operating activities and other capital allocation activities.

The measure of segment assets is reported

on the Company’s Consolidated Balance Sheets as Total Assets.

The following table presents the Company’s

segment results for the years ended December 31, 2024 and 2023:

For the years ended

Cost of goods sold

Segment Gross profit

Operating Expenses:

Product development

Sales and marketing

General and administrative (A)

Transaction costs including those incurred with contingent Earn-out Share Liability

Depreciation and amortization

Impairment on investment

Stock-based compensation

Inventory impairment

Other income, net

UK R&D tax credit

( 1,251,243 )

Loss on initial issuance of convertible note

Change in fair value of convertible note option liability

Change in fair value of warrant liabilities

Change in fair value of Earn-out Share Liability

( 38,040,000 )

Proceeds from note payable-related party

Proceeds from subscription

cash provided by financing activities

Other expense

Interest income

Interest expense

( 5,318,817 )

Segment and Consolidated Net loss

$ ( 47,547,768 )

$ ( 15,638,589 )

Net Change in Cash

Cash, Beginning of

Cash, End of period

Non-Cash investing

and financing activities:

of Class A ordinary shares subject to possible redemption

Issuance of Subscription Shares

(A)-net of depreciation, amortization share-based compensation, provisions and impairments.

For Year Ended

Total Consolidated Assets

Capital Expenditures

and Subsidiaries

to the Consolidated Financial Statements

the Years ended December 31, 2024 and 2023

- EMPLOYEE 401(k) PLAN

Company sponsors a 401(k) plan (the “Plan”) to provide retirement benefits for its employees.

allowed under Section 401(k) of the Internal Revenue Code, the Plan provides for tax-deferred salary contributions and after-tax contributions

for eligible employees.

The Plan provides for tax-deferred salary contributions and after-tax contributions for eligible employees.

contributions are limited to a maximum annual amount as set periodically by the Internal Revenue Code.

The Company matches pretax and

Roth employee contributions up to 4 % of eligible earnings that are contributed by employees.

All matching contributions vest immediately.

The Company’s matching contributions to the Plan for the years ended December 31, 2024 and 2023 totaled $ 164,098 and $ 159,562 ,

respectively.

SUBSEQUENT EVENTS

Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the consolidated

financial statements were issued.

Based upon this review, the Company did not identify any subsequent events that would have required

adjustment or disclosure in the consolidated financial statements.

January 13, 2024, Rigrodsky Law P.A.

sent a demand letter to the Company, purportedly on behalf of a stockholder of the Company, alleging

deficiencies in the draft registration statement on Form S-4 filed by the Company, with the U.S.

Securities and Exchange Commission on

The Company evaluated subsequent events from December 31, 2024, the

date of these financial statements, through the date on which the financial statements were issued (the “Issuance Date”),

for events requiring recording or disclosure in the financial statements as of and for the year ended December 31, 2024.

The Company concluded

that no events have occurred that would require recognition or disclosure in the financial statements, except as described below.

Combination Agreement, dated November 27, 2023, between Plum Acquisition Corp.

and Plum SPAC Merger Sub, Inc.

December 1, 2023

and Restated Certificate of Incorporation

September 24, 2024

and Restated Bylaws

September 24, 2024

Promissory Note, dated September 12, 2024

January 10, 2025

January 31, 2024, the Company received a notice from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”)

stating that the Company failed to hold an annual meeting of shareholders within twelve months of the end of its fiscal year ended December

31, 2022, as required by Nasdaq Listing Rule 5620(a).

In accordance with Nasdaq Listing Rule 5810(c)(2)(G), the Company has 45 calendar

days (or until March 16, 2024) to submit a plan to regain compliance and, if Nasdaq accepts the plan, Nasdaq may grant the Company up

to 180 calendar days from its fiscal year end (or until June 28, 2024) to regain compliance.

The Company intends to submit a compliance

plan within the specified period.

While the plan is pending, the Company’s securities will continue to trade on Nasdaq.

February 10, 2024, the Audit Committee of the Company concluded, after discussion with the Company’s management and accounting

professionals, that the Company’s previously-issued unaudited interim financial statements included in the Company’s Quarterly

Report on Form 10-Q for the periods ended March 31, 2023, June 30, 2023, and September 30, 2023, filed with the SEC on May 23, 2023,

August 21, 2023, and November 22, 2023, respectively (each an “Affected Period” and, collectively, the “Affected Periods”),

should be restated and no longer be relied upon due to misstatements in (i) debt discount subscription liability, additional paid-in

capital and accumulated deficit in the Company’s condensed balance sheet as of March 31, 2023, June 30, 2023, and September 30,

2023, and (ii) change in fair value of subscription liability and interest expense – debt discount on the Company’s condensed

statements of operations for the three months ended March 31, 2023, three and six months ended June 30, 2023, and three and nine months

ended September 30, 2023.

Description of the Company's Securities

2 to Business Combination Agreement, dated September 11, 2024, by and among Plum Acquisition Corp.

I, Plum SPAC Merger Sub, Inc.,

and Veea Inc.

September 12, 2024

to Promissory Note, dated September 11, 2024, by and between Plum Acquisition Corp.

Michael Dinsdale.

September 12, 2024

to Promissory Note, dated September 11, 2024, by and between Plum Acquisition Corp.

Ursula Burns.

September 12, 2024

to Promissory Note, dated September 11, 2024, by and between Plum Acquisition Corp.

Kanishka Roy.

September 12, 2024

to Promissory Note, dated September 11, 2024, by and between Plum Acquisition Corp.

I and Plum Partners LLC.

September 12, 2024

Letter Agreement, dated November 27, 2023, between Plum Acquisition Corp.

I, Plum Partners LLC, and Veea Inc.

of Stockholder Support Agreement, dated November 27, 2023, between Plum Acquisition Corp.

I, Veea Inc., and the other parties thereto

Agreement, dated September 13, 2024, between Plum Acquisition Corp.

and Plum SPAC Merger Sub, Inc.

September 24, 2024

and Restated Registration Rights Agreement, dated September 13, 2024, between Plum Acquisition Corp.

I, Veea Inc., Plum Partners

LLC and certain stockholders of Veea Inc.

September 24, 2024

of Lock-Up Agreement, dated September 13, 2024, between Veea Inc.

and certain stockholders

September 24, 2024

of Note Conversion Agreement, dated September 13, 2024, between Plum Acquisition Corp.

and certain note holders

September 24, 2024

to Polar Lock-Up Agreement, dated September 13, 2024, between Plum Acquisition Corp.

I and Polar Multi-Strategy Fund

September 24, 2024

to Cohen Lock-Up Agreement, dated September 13, 2024, between Plum Acquisition Corp.

September 24, 2024

Incentive Equity Plan

September 24, 2024

Employee Stock Purchase Plan

September 24, 2024

Stock Purchase Agreement, dated as of December 2, 2024, by and between White Lion Capital, LLC and the Company

Rights Agreement, dated as of December 2, 2024, by and between White Lion Capital, LLC and the Company

December 6, 2024

and Release Agreement, dated December 31, 2024, between the Company and Harmonic Partners.

January 2, 2025

Code of Ethics

from Marcum LLP to the Securities Exchange Commission

September 24, 2024

Insider Trading Policy

Subsidiaries of Veea Inc.

January 10, 2025

Consent of PKF O’Connor Davies, LLP, independent registered public accounting firm.

Power of Attorney (included on signature page to this Registration Statement).

Certification

of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted

pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification

of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted

pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification

of the Principal Executive Officer pursuant to 18 U.S.C.

1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Certification

of the Principal Financial Officer pursuant to 18 U.S.C.

1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Compensation Clawback Policy

of Restricted Stock Unit Agreement

of Stock Option Agreement

XBRL Instance Document

XBRL Taxonomy Extension

Schema Document

XBRL Taxonomy

Extension Calculation Linkbase Document

XBRL Taxonomy

Extension Definition Linkbase Document

Cover Page Interactive

Data File (formatted as Inline XBRL and contained in Exhibit 101).

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned, thereunto duly authorized.

Allen Salmasi

Chief Executive Officer

(Principal Executive Officer)

April 15, 2025

Interim Chief Financial Officer and Chief Operating

(Principal Financial Officer and

Principal Accounting Officer)

April 15, 2025

Allen Salmasi

Chief Executive Officer

April 15, 2025

Allen Salmasi

(principal executive officer)

Chief Financial Officer

April 15, 2025

(principal financial officer

and principal accounting officer)

April 15, 2025

Douglas Maine

April 15, 2025

Helder Antunes

April 15, 2025

Michael Salmasi

April 15, 2025

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 9A. Controls and Procedures