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Item 1A. Risk Factors

2025-11-14 compared with 2025-08-19 · 64 added, 4 removed, 8 unchanged (89% of the section changed)

2 unchanged sentences

Risk factors that may affect our business and

financial results are discussed within Item 1A “Risk Factors” of our annual report on Form 10-K filed with the SEC on April

15, 2025 (“2025 Form 10-K”).

There have been no material changes to the disclosures relating to this item from those set forth

in our 2025 Form 10-K.

financial results are discussed within Item 1A “Risk Factors” of our annual report on the 2024 10-K.

There have been no material

changes to the disclosures relating to this item from those set forth in our 2024 10-K, other than as set forth below.

Our failure to meet

the listing standards of the Nasdaq Stock Market LLC ("Nasdaq") could result in the delisting of our common stock and publicly

traded warrants (the “Public Warrants”).

Delisting could adversely affect the liquidity of our common stock and the market

price of our common stock could decrease, and our ability to obtain sufficient additional capital to fund our operations and to continue

to operate as a going concern would be substantially impaired.

On September 29, 2025, we

received a notice from the Listing Qualifications Department (the “Staff”) of Nasdaq, notifying us that, because the closing

bid price for its common stock has fallen below $1.00 per share for 30 consecutive business days, we no longer comply with the minimum

bid price requirement for continued listing on the Nasdaq Global Market under Nasdaq Lising Rule 5550(a)(2) (the “Minimum Bid Price

Requirement”).

The notice has no immediate effect on the listing of our common stock and Public Warrants on the Nasdaq Global Market

and the common stock and the Public Warrants will continue to trade on The Nasdaq Global Market under the symbols “VEEA” and

“VEEAW,” respectively, at this time.

Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), we have been provided an initial compliance

period of 180 calendar days, or until March 30, 2026, to regain compliance with the Minimum Bid Price Requirement.

To regain compliance,

the closing bid price of our common stock must meet or exceed $1.00 per share for a minimum of 10 consecutive business days prior to March

provided, however, pursuant to Nasdaq Listing Rule 5810 (c)(3)(H), Nasdaq may, in its discretion, require us to satisfy the

Minimum Bid Price Requirement for a period in excess of ten consecutive business days, but generally not more than 20 consecutive business

days, before determining that we have demonstrated an ability to maintain long-term compliance with the Minimum Bid Price Requirement.

On September 29, 2025, we

received a notice from the Staff notifying us that, based on the market value of publicly held shares for the previous 30 consecutive

business days, the listing of our listed securities was not in compliance with Nasdaq Listing Rule 5450(b)(2)(C) to maintain a minimum

market value of publicly held shares of $15,000,000 (the “MVPHS Rule”).

The notice has no immediate effect on the listing

of our securities on The Nasdaq Global Market and the securities will continue to trade on The Nasdaq Global Market at this time.

to Nasdaq Listing Rule 5810(c)(3)(D), we have been provided a period of 180 calendar days, or until March 30, 2026, to regain compliance

with the MVPHS Rule.

To regain compliance during this 180-day compliance period, the minimum market value of publicly held shares must

close at $15,000,000 or more for a minimum of 10 consecutive business days.

On September 29, 2025, we

received a deficiency letter from the Staff notifying the Company that, for at least 30 consecutive business days, our Market Value of

Listed Securities (“MVLS”) was below the $50 million minimum requirement for continued inclusion on The Nasdaq Global Market

pursuant to Nasdaq Listing Rule 5450(b)(2)(A) (the “MVLS Requirement”).

The notice has no immediate effect on the listing

of our securities on The Nasdaq Global Market and the securities will continue to trade on The Nasdaq Global Market at this time.

to Nasdaq Listing Rule 5810(c)(3)(C), we have been provided a period of 180 calendar days, or until March 30, 2026, to regain compliance

with the MVLS Requirement.

If at anytime during this compliance period our MVLS closes at $50 million or more for a minimum of ten consecutive

business days, Nasdaq will provide us written confirmation of compliance.

If we do not regain compliance with the MVLS Requirement, its

securities will be subject to delisting.

There can be no assurance

that we will continue to meet the Bid Price Requirement, the MVPHS Rule, the MVLS Requirement or any other Nasdaq continued listing requirements,

in the future.

If we fail to meet any of these requirements, including the Bid Price Requirement, the MVPHS Rule or the MVLS Requirement,

Nasdaq may again notify us that we have failed to meet the minimum listing requirements and initiate the delisting process.

If our common

stock were delisted from Nasdaq, trading of our common stock and Public Warrants could be conducted in the over-the-counter market or

on an electronic bulletin board established for unlisted securities such as the Pink Sheets or the OTC Bulletin Board, but there can be

no assurance that our common stock and Public Warrants will be eligible for trading on such alternative exchange or market.

Additionally,

if our common stock were delisted from Nasdaq, the liquidity of our common stock would be adversely affected, the market price of our

common stock could decrease, our ability to obtain sufficient additional capital to fund our operations and to continue to operate as

a going concern would be substantially impaired and transactions in our common stock could lose federal preemption of state securities

Furthermore, there could also be a further reduction in our coverage by securities analysts and the news media and broker-dealers

may be deterred from making a market in or otherwise seeking or generating interest in our common stock, which could cause the price of

our common stock to decline further.

Moreover, delisting may also negatively affect our collaborators’, vendors’, suppliers’

and employees’ confidence in us and employee morale.

Unregistered Sales of Equity Securities

4 unchanged sentences

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 1A. Risk Factors