What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-11-14 compared with 2025-08-19 · 154 added, 149 removed, 338 unchanged (47% of the section changed)

9 unchanged sentences

expressed or implied by such forward-looking statements as a result of various factors, including, but not limited to, those discussed

in the Company’s most recent Annual Report on Form 10-K filed with the SEC on April 15, 2025.

in the Company’s most recent Annual Report on Form 10-K filed with the SEC on April 15, 2025 (the “2024 10-K”).

Unless the context otherwise

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failure to maintain adequate operational and financial resources or raise additional capital or generate sufficient cash flows;

sell shares of Common Stock under the ELOC Common Stock Purchase Agreement;

risks related to its current growth strategy and the Company’s ability to generate revenue and become profitable;

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cybersecurity incidents, security vulnerabilities, and real or perceived errors, failures, defects, or bugs in its platforms or products;

the ability to maintain the listing of our Common Stock and the warrants on Nasdaq, and the potential liquidity and trading of such securities;

the ability to maintain the listing of our common stock and public

warrants on Nasdaq, and the potential liquidity and trading of such securities;

our public securities’ potential liquidity and trading;

the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably and retain its key employees;

our success in retaining or recruiting, or changes required in, our officers, key employees or directors following the completion of the Business Combination, and our ability to attract and retain key personnel;

our success in retaining or recruiting, or changes required in, our

officers, key employees or directors, and our ability to attract and retain key personnel;

macroeconomic conditions;

each of the other factors detailed under the section entitled “Risk Factors.”

each of the other factors detailed under the section

entitled “ Risk Factors .”

Forward-looking statements

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You should understand that the factors discussed under the heading “ Risk Factors ”

and elsewhere in this Quarterly Report and as disclosed on the Form 10-K filed with the SEC on April 15, 2025, could affect the future

results of the Company, and could cause those results or other outcomes to differ materially from those expressed or implied in the forward-looking

statements in this Quarterly Report.

and elsewhere in this Quarterly Report and as disclosed on the 2024 10-K, could affect the future results of the Company, and could cause

those results or other outcomes to differ materially from those expressed or implied in the forward-looking statements in this Quarterly

In addition, the risks described

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Recent Developments

Public Offering

On August 14, 2025, the Company closed a public

offering to purchase up to 9,189,096 shares of common stock and warrants to purchase up to 9,189,096 shares of common stock at a combined

offering price of $1.00 per share and accompanying warrant (the “Offering”).

The Company received aggregate cash gross process

of approximately $6.0 million, before deducting placement agent fees and other offering expenses.

The warrants have an exercise price

of $1.10 per share, are exercisable immediately and will expire five years from the original issuance date.

Included in the aggregate

securities issued are 3,239,096 shares of common stock and accompanying warrants that were issued to NLabs in consideration and satisfaction

of the NLabs 2025 Notes.

The Company intends to use the net proceeds from the Offering for investments in inventory and the Company’s

August 2025 Public Offering

On August 14, 2025, the Company closed a public offering of 9,189,096

shares of common stock and warrants to purchase up to 9,189,096 shares of common stock at a combined offering price of $1.00 per share

and accompanying warrant (the “August 2025 Public Offering”).

The Company received aggregate cash gross process of approximately

$6.0 million, before deducting placement agent fees and other offering expenses.

The warrants have an exercise price of $1.10 per share,

are exercisable immediately, and will expire five years from the original issuance date.

Included in the aggregate securities issued are

3,239,096 shares of common stock and accompanying warrants that were issued to NLabs Inc.

in consideration and satisfaction of the NLabs

The Company is using the net proceeds from the August 2025 Public Offering for investments in inventory and the Company’s

customer support infrastructure and for other working capital and general corporate purposes.

Supply Agreement

August 7, 2025, VeeaSystems Inc., a Delaware corporation (“VeeaSystems”), a wholly owned subsidiary of Veea Inc., a Delaware

corporation (the “Company”), entered into a certain Framework Agreement for the Licenses, Equipment and Services (the “Supply

Agreement”) with RadioMovil Dipsa, S.A.

(“Telcel”), a Mexican wireless telecommunications company owned by América

Móvil, effective August 7, 2025.

The Supply Agreement was signed by the parties following the completion of an extensive certification

and homologation process with Telcel;

and the successful completion of trials with certain Telcel enterprise customers of the Company’s

VeeaHub STAX Ò -5G product,

incorporating Telcel SIM cards.

August 7, 2025, Private Veea entered into a Framework Agreement for the Licenses, Equipment and Services (the “Supply Agreement”)

with RadioMovil Dipsa, S.A.

(“Telcel”), a Mexican wireless telecommunications company owned by América Móvil,

effective August 7, 2025.

The Supply Agreement was signed by the parties following the completion of an extensive certification and homologation

process with Telcel;

and the successful completion of trials with certain Telcel enterprise customers of the Company’s VeeaHub STAX Ò

-5G product, incorporating Telcel SIM cards.

Supply Agreement sets forth the general guidelines, terms and conditions that govern the solution implementation and marketing, as well

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The parties have agreed to work together in the development of the marketing

strategy, branding and promotion of VeeaSystems’s services to Telcel’s customers in Mexico.

strategy, branding and promotion of Private Veea’s services to Telcel’s customers in Mexico.

The agreement provides for an

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Appointment of Acting Chief Financial Officer

On July 15, 2025, Randal V.

Stephenson was appointed

as the Company’s Acting Chief Financial Officer.

On July 15, 2025, Randal

Stephenson was appointed as the Company’s Acting Chief Financial Officer.

Appointment of Acting Chief Revenue Officer

On July 15, 2025, Mr.

Helder Antunes a current

member of the Company’s Board of Directors was appointed acting Chief Revenue Officer.

Asset Purchase Transaction with Crowdkeep,

Antunes, a current member of the Company’s Board of Directors, was appointed as the acting Chief Revenue Officer.

Acquisition of Assets of Crowdkeep, Inc.

Asset Purchase Agreement

On May 13, 2025, the Company

entered into an Asset Purchase Agreement (the “APA”) with Crowdkeep, Inc., a Delaware corporation (the “Seller”),

pursuant to which, subject to the terms and conditions set forth in the APA, the Company acquired, upon the closing (the “Crowdkeep

Closing”, and the date of such Crowdkeep Closing, the “Crowdkeep Closing Date”) certain assets of Seller relating to

Seller’s IoT technology platform business (collectively, the “Crowdkeep Assets”), free and clear of any liens other

than certain specified liabilities of Seller that are being assumed (collectively, the “Crowdkeep Liabilities” and such acquisition

of the Crowdkeep Assets and assumption of the Crowdkeep Liabilities together, the “Crowdkeep Transaction”) in consideration

for the issuance to the Seller of 4,065,689 shares of Common Stock (the “Purchase Price”).

The APA contains other customary

representations, warranties and covenants of the parties.

The foregoing summary of the APA is not complete and is qualified in its entirety

by reference to the full text of the APA, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

entered into an Asset Purchase Agreement with Crowdkeep, Inc., a Delaware corporation (the “Seller”), pursuant to which, subject

to the terms and conditions set forth in the APA, the Company acquired upon the closing certain assets of Seller relating to Seller’s

IoT technology platform business, free and clear of any liens other than certain specified liabilities of Seller that are being assumed

in consideration for the issuance to the Seller of 4,065,689 shares of common stock.

Note Purchase Agreements and Convertible Promissory

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The Crowdkeep

Convertible Notes have an aggregate principal amount of $1,000,000, and the interest under the Crowdkeep Convertible Notes accrues at

an annual rate of 8%.

The maturity date of the Crowdkeep Convertible Notes are April 17, 2026, and May 13, 2026, respectively.

Convertible Notes have an aggregate principal amount of $1,000,000, and the interest accrues at an annual rate of 8%.

The maturity dates

of the Crowdkeep Convertible Notes are April 17, 2026, and May 13, 2026, respectively.

Pursuant to the terms of

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The Company may prepay all or any portion of the Crowdkeep Convertible Notes at any time.

Crowdkeep Convertible Notes are convertible, in whole or in part, into shares of Common Stock (the “Crowdkeep Conversion Shares”)

Crowdkeep Convertible Notes are convertible, in whole or in part, into shares of the common stock (the “Crowdkeep Conversion Shares”)

at the option of the Crowdkeep Investor, at a price per share of $5.00 subject to certain equitable adjustments.

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customary terms and conditions.

The above description of

the Crowdkeep Note Purchase Agreements and Crowdkeep Convertible Notes are qualified in their entirety by the text of the Form of Note

Purchase Agreement and Form of Convertible Note, copies of which are attached hereto as Exhibit 10.2 and 10.3, respectively, and incorporated

herein by reference.

Lock-Up Agreements

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by the Seller to the Seller’s stockholders, pro rata based on their ownership of Seller, subject to certain conditions.

The foregoing description

of the Crowdkeep Lock-Up Agreement and Crowdkeep Noteholder Lock-Up Agreement do not purport to be complete and are qualified in its entirety

by the terms and conditions of the form of Crowdkeep Lock-Up Agreement and form of Crowdkeep Noteholder Lock-Up Agreement, copies of which

are attached hereto as Exhibit 10.4 and Exhibit 10.5, respectively, and are incorporated herein by reference.

Components of Results of Operations

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of financial results is not necessarily indicative of future results.

F or the three months ended June 30, 2025

compared to three months ended June 30, 2024 and the six months ended June 30, 2025 compared to three months ended June 30, 2024

F or the three months ended September 30,

2025 compared to three months ended September 30, 2024 and the nine months ended September 30, 2025 compared to three months ended September

The following table sets

forth Veea’s unaudited statements of operations data for the three and six months ended June 30, 2025 and 2024, respectively.

has prepared the data on a consistent basis with the audited consolidated financial statements as of and for the years ended December

31, 2024 and 2023, included in the Form 10-K filed with the SEC on April 15, 2025.

In the opinion of Veea’s management, the unaudited

three and six month financial information reflects all necessary adjustments, consisting only of normal recurring adjustments, necessary

for a fair presentation of this data.

forth Veea’s unaudited statements of operations data for the three and nine months ended September 30, 2025 and 2024, respectively.

Veea has prepared the data on a consistent basis with the audited consolidated financial statements as of and for the years ended December

31, 2024 and 2023, included in the 2024 10-K.

In the opinion of Veea’s management, the unaudited three and nine month financial

information reflects all necessary adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of

For the Three Months Ended

September 30,

Revenues, net

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General and administrative

Transaction costs including those incurred with contingent earn-out share liability

(55,038,544 )

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Loss from operations

(57,497,381 )

Other Income (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

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Total other income (expense)

Net income (loss)

(24,173,826 )

Net income (loss)

$ (33,323,555 )

For the Six Months Ended

For the Nine Months Ended

September 30,

Revenues, net

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General and administrative

Transaction costs including those incurred with contingent earn-out share liability

(55,013,544 )

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Other income, net

UK R&D tax credit

Loss on initial issuance of convertible note

Change in fair value of convertible note option liability

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Change in fair value of Earn-Out Share Liability

(11,230,000 )

Other expense

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The Company generated revenue

of $72,927 and $40,811 for the three months ended June 30, 2025 and 2024, and revenue of $87,168 and $57,581 for the six months ended

June 30, 2025 and 2024, respectively.

Revenue has been principally earned from paid pilots for our VeeaHub ® devices.

focus over the past several years has been on field testing and refining our product to meet customer needs as well as market developments.

As a result of these efforts, we expect revenue to grow over the next several quarters through the sales of our hardware, licenses and

subscriptions.

of $144,926 and $50,683 for the three months ended September 30, 2025 and 2024, and revenue of $232,094 and $108,264 for the nine months

ended September 30, 2025 and 2024, respectively.

Revenue has been principally earned from paid pilots for our VeeaHub ®

Our focus over the past several years has been on field testing and refining our product to meet customer needs as well as market

developments.

As a result of these efforts, we expect revenue to grow over the next several quarters through the sales of our hardware,

licenses and subscriptions.

We are especially focused in four principal market opportunities:

1) Digital Equity and Inclusion, 2) Energy and Sustainability

solutions for Smart Buildings and Climate Smart Agriculture, 3) Convergence of Fixed, Wireless, and 5G Networks, and 4) Smart Retail and

Smart Warehouses.

1) Digital Equity and Inclusion, 2) Energy

and Sustainability solutions for Smart Buildings and Climate Smart Agriculture, 3) Convergence of Fixed, Wireless, and 5G Networks, and

4) Smart Retail and Smart Warehouses.

Cost of Goods Sold

Cost of goods sold decreased

by $26,119, or 85%, in the three months ended June 30, 2025, compared to the three months ended June 30, 2024.

Cost of goods sold decreased

by $37,540, or 88%, in the six months ended June 30, 2025, compared to the six months ended June 30, 2024.

The decrease is primarily related

to earning more service based revenue in the quarter as opposed to paid pilots for our VeeaHub ® devices.

Cost of goods sold increased

by $38,009, or 253%, in the three months ended September 30, 2025, compared to the three months ended September 30, 2024.

Cost of goods

sold stayed flat for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024.

The disparity is

primarily related to an increase in service-based revenue in the quarter.

Product Development Expense

Product development expense

decreased by $648,529, or 92%, in the three months ended June 30, 2025 compared to the three months ended June 30, 2024 and decreased

by $625,101, or 79%, in the six months ended June 30, 2025 compared to the six months ended June 30, 2024.

The decrease in product development

expenses was due to decreased internal development and costs incurred by outside contractors related to products manufactured during the

decreased by $356,761 or 100%, in the three months ended September 30, 2025 compared to the three months ended September 30, 2024 and

decreased by $988,052 or 86%, in the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.

in product development expenses was due to decreased internal development costs during the period.

Sales and Marketing Expense

Sales and marketing expense

decreased by $251,625, or 86%, in the three months ended June 30, 2025 compared to the three months ended June 30, 2024 and sales and

marketing expense increased by $11,362, or 3%, in the six months ended June 30, 2025 compared to the six months ended June 30, 2024.

decrease is primarily due both a reduction in unpaid customer pilots and costs incurred from an outside consulting service.

decreased by $65,382 or 81%, in the three months ended September 30, 2025 compared to the three months ended September 30, 2024 and sales

and marketing expense decreased by $94,485, or 21%, in the nine months ended September 30, 2025, compared to the nine months ended September

The decrease is primarily due to a reduction in unpaid customer pilots.

General and Administrative Expense

General and administrative

expense decreased by $1,034,307, or 18%, in the three months ended June 30, 2025 compared to the three months ended June 30, 2024 and

decreased by $1,114,771, or 10%, in the six months ended June 30, 2025 compared to the six months ended June 30, 2024.

The decrease for

the quarter is primarily related to the Company’s continued cost reduction measures.

expense increased by $2,533,495, or 127%, in the three months ended September 30, 2025 compared to the three months ended September 30,

2024 and increased by $1,440,379, or 11%, in the nine months ended September 30, 2025, compared to the nine months ended September 30,

The increase is primarily related to certain non-capitalized expenses associated with the August 2025 Public Offering, and increased

costs of additional personnel, resources, and administrative costs associated with the Company’s sales activities.

Depreciation and Amortization

Depreciation and amortization

increased by $76,142, or 111%, in the three months ended June 30, 2025 compared to the three months ended June 30, 2024 and increased

by $67,282, or 49%, in the six months ended June 30, 2025 compared to the six months ended June 30, 2024.

The increase was due to additional

amortization for the Crowdkeep technology.

increased by $148,704 or 220%, in the three months ended September 30, 2025 compared to the three months ended September 30, 2024 and

increased by $215,985 or 105%, in the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.

was due to additional amortization for the technology assets acquired from Crowdkeep, Inc.

Other income, net

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to immaterial non-operating transactions incurred during the period.

These amounts were immaterial for the three months ended June 30,

2025 and 2024 and six months ended June 30, 2025 and 2024.

These amounts were immaterial for the three months ended September

30, 2025 and 2024 and nine months ended September 30, 2025 and 2024.

Change in fair value of derivative liabilities

Change in fair value of derivative

liabilities is comprised of the fair value adjustment to the conversion option, Private Warrants, and earn-out shares at balance sheet

The gain on the change in fair value of conversion note option liability of $59,730 for the six months ended June 30, 2025, was

determined using a Black-Scholes option pricing model.

The gain on the change in fair value of warrant liabilities of for the six months

ended June 30, 2025, was determined based on the trading value of the public warrants.

Change in fair value of derivative liabilities

is comprised of the fair value adjustments to the convertible note option liability, SPAC Private Placement Warrants, the Earn-Out Share

Liability, and the 2025 Investors Warrants at balance sheet date.

The gain on the change in fair value of conversion note option liability

of $270 for the nine months ended September 30, 2025, was determined using a Black-Scholes option pricing model.

The gain on the change

in fair value of the SPAC Private Placement Warrant of $555,498 for the nine months ended September 30, 2025, was determined based on

the trading value of the Public Warrants and the Black-Scholes option pricing model.

The gain on the change in fair value of the Earn-Out

Share Liability of $8,800,000 for the six months ended June 30, 2025, was determined using a Monte Carlo simulation.

A significant driver

of the changes in fair value was due to the decline in the Company’s stock price.

Share Liability of $4,720,000 for the nine months ended September 30, 2025, was determined using a Monte Carlo simulation.

A significant

driver of the changes in fair value was due to the decline in the Company’s stock price.

Other expense

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immaterial non-operating expenses incurred during the period.

These amounts were immaterial for the three months ended June 30, 2025 and

2024 and six months ended June 30, 2025 and 2024.

These amounts were immaterial for the three months ended September 30, 2025

and 2024 and nine months ended September 30, 2025 and 2024.

Interest expense

Interest expense decreased

by $11,076, or 2%, in the three months ended June 30, 2025 compared to the three months ended June 30, 2024.

Interest expense increased

by $478,639, or 53%, in the six months ended June 30, 2025 compared to the six months ended June 30, 2024.

The increase was due to additional

draws on our revolving line of credit.

by $9,014 or 2%, in the three months ended September 30, 2025 compared to the three months ended September 30, 2024.

Interest expense

increased by $469,625, or 35%, in the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.

was due to additional draws on our revolving line of credit and new related party notes entered into during the nine months ended September

Liquidity and Capital Resources

During the three months ended

June 30, 2025 and 2024, the Company incurred operating losses of $4.9 million and $6.8 million, respectively, and during the six months

ended June 30, 2025 and 2024, the Company incurred operating losses of $10.7 million and $12.4 million, respectively, and had an accumulated

deficit of $220.9 million as of June 30, 2025.

Since its inception, the Company has incurred significant operating losses and negative

September 30, 2025 and 2024, we incurred operating losses of $4.7 million and $57.5 million, respectively, and during the nine months

ended September 30, 2025 and 2024, we incurred operating losses of $15.3 million and $69.9 million, respectively, and had an accumulated

deficit of $219.6 million as of September 30, 2025.

Since our inception, we have incurred significant operating losses and negative cash

The Company expects to continue to incur net losses as it continues to grow and scale its business.

As of June 30, 2025, the

Company had cash of $238,008 and outstanding debt of $20.2 million, of which $750,000 was outstanding under the September 2024 Notes (as

defined below), $1.0 million was outstanding under the Crowdkeep Convertible Notes (as defined below), $14.0 million was outstanding under

the working capital facility, $2,626,000 was related party debt outstanding under the NLabs 2025 Notes (as defined below), and $1.8 million

was outstanding under a notes payable with an inventory vendor.

Although the Company has had recurring losses

each year since inception, the Company plans to fund its operations and capital funding needs for the next 12 months through a combination

of private and public equity and debt offerings, or a combination thereof, including (1) cash proceeds of approximately $6.0 million from

the Offering (as defined below), (2) the ELOC Program (as defined below) (3) the expected cash tax refund of up to $1.0 million in respect

of the Company’s UK subsidiary’s 2023 and 2024 research and development activities and (4) potential additional investments

in the form of debt or equity to fund operating deficits from existing and/or new investors, including related parties, which may include

the Company’s CEO and his affiliates.

The Company has a reasonable basis to believe it has alleviated substantial doubt regarding

its ability to continue as a going concern.

Since January 1, 2025, the Company has received approximately $3.2 million in additional loans

from related parties and $1.0 million in loans from unrelated parties in connection with the consummation of the acquisition of Crowdkeep.

See Note 13 for additional information.

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.

As of September 30, 2025, we

had cash of $1,071,151 and outstanding debt of $17.5 million, of which $750,000 was outstanding under the September 2024 Notes, $1.0 million

was outstanding under the unsecured convertible promissory notes issued by the Company to the majority stockholder of Crowdkeep in May

2025, $14.0 million was outstanding under the working capital facility, and $1.8 million was outstanding under a notes payable with an

inventory vendor.

Although the Company has

had recurring losses each year since inception, the Company plans to fund its operations and capital funding needs for the next 12 months

with revenue generated from operations and through a combination of private and public equity offerings including, without limitation,

anticipated revenue generated under the Supply Agreement entered into with Telcel, the proceeds of the August 2025 Public Offering completed

on August 14, 2025, receipt of the cash tax refund of approximately $1.2 million in respect of the Company’s UK subsidiary’s

2023 and 2024 research and development activities, and potential additional investments in the form of debt or equity to fund operating

deficits from existing and/or new investors, including related parties, which may include the Company’s CEO and his affiliates.

Based in part on the above-referenced opportunities and initiatives,

the Company 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.

Non-GAAP Financial Measures

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a reconciliation of net loss to adjusted EBITDA to net loss for the periods presented:

For the three Months

For the three Months Ended

September 30,

ADJUSTED EBITDA:

$ (7,410,858 )

Net income (loss)

$ (33,323,555 )

UK R&D tax credit

Interest expense

Depreciation and amortization

(34,055,187 )

Other income, net

Other expense

Loss of initial issuance of convertible note

Change in fair value of conversion note option liability

1 unchanged sentence

Change in fair value of Earn Out Shares Liability

Share-based compensation

(24,750,000 )

Transaction costs

Share-based compensation

ADJUSTED EBITDA

$ (4,127,015 )

For the six Months

$ (2,331,722 )

For the nine Months Ended

September 30,

ADJUSTED EBITDA:

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$ (46,620,619 )

UK R&D tax credit

Interest expense

1 unchanged sentence

(46,313,928 )

Other income, net

Other expense

Loss of initial issuance of convertible note

Change in fair value of conversion note option liability

Change in fair value of warrant liabilities

Change in fair value of Earn Out Shares Liability

Share-based compensation

Change in fair value of Earn-Out Share Liability

(13,520,000 )

(24,750,000 )

Transaction costs

Share-based compensation

ADJUSTED EBITDA

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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-Q

Item 2. Management’s Discussion and Analysis