What changed in this filing

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Item 1A. Risk Factors

2026-04-15 compared with 2025-04-15 · 697 added, 603 removed, 1119 unchanged (54% of the section changed)

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Risk Factors ”

section of this Annual Report beginning on page 18.

section of this Annual Report.

Below is a summary of these risks.

Veea has not generated

significant revenue from product sales, has incurred significant losses in recent years, and anticipates that it will continue to

incur significant losses for the foreseeable future;

Veea will need to raise

substantial additional funding, which would dilute existing shareholders, and a failure to secure additional funding would force

the combined company to delay, reduce, or eliminate some of its product development programs or commercialization efforts;

The market for Veea’s

platform and products is relatively new and highly competitive and the estimates of market opportunity and forecasts of market growth

may prove to be inaccurate;

Veea may be unable to effectively

manage its growth;

If Veea does not develop

its services and introduce new services that achieve market acceptance, its growth, business, results of operations and financial

condition could be adversely affected;

Veea’s sales cycle

is often long and unpredictable;

Real or perceived errors,

failures, defects, or bugs in Veea’s platforms, or disruptions in Veea’s operations, could adversely affect its results

of operations and growth prospects;

Veea bears costs and risks

associated with relying on distribution and partnering arrangements;

Veea’s operations

are complex and rely on third party manufacturers, and any scarcity or unavailability of critical components used in Veea’s

products could damage its business;

Veea depends on its management

team and other key employees;

has significant operations in foreign countries which expose it to certain risks inherent in doing business internationally;

in international trade policies, tariffs, treaties customs, trade sanctions, trade embargoes and other barriers affecting importing/exporting

materials may have a material adverse effect on Veea’s ability to import or export goods in a cost-effective and timely manner.

Veea may not be able to

protect its intellectual property rights;

Veea may be subject to

claims that Veea’s employees, consultants or advisors have wrongfully used or disclosed alleged trade secrets of their current

or former employers or claims asserting ownership of what Veea regards as Veea’s own intellectual property;

Third-party claims of intellectual

property infringement, misappropriation or other violations against Veea or its collaborators may prevent or delay Veea’s products;

If Veea’s security

measures are breached or fail and unauthorized access is obtained to a customer’s data, Veea’s service may be perceived

as insecure, the attractiveness of its services to current or potential customers may be reduced, and Veea may incur significant

Cybersecurity incidents

may have a material adverse effect on Veea’s business, operations, financial performance, customer and vendor relationships,

reputation and brand;

Veea is subject to many

federal, state and local laws with which compliance is both costly and complex;

Potential health risks

related to radiofrequency electromagnetic fields may subject Veea to various product liability claims and result in regulatory changes;

We rely on third-party

telecommunications and internet service providers, including connectively to our cloud software, and any failure by these services

to provide reliable services may cause us to lose customers and subject us to claims for credits or damages, among other things;

Veea is an “emerging

growth company” within the meaning of the Securities Act, and, if Veea takes advantage of certain exemptions from disclosure

requirements available to emerging growth companies, this could make our securities less attractive to investors;

A portion of our total

outstanding shares are restricted from immediate resale but may be sold into the market in the near future;

Because there are no current

plans to pay cash dividends on the Common Stock for the foreseeable future, you may not receive any return on investment unless you

sell the Common Stock at a price greater than what you paid for it;

Veea’s business and

operations could be negatively affected if it becomes subject to any litigation or stockholder activism;

An active, liquid trading

market may not develop for the Common Stock;

The other risks and uncertainties

discussed in this “ Item 1A.

Risk Factors ” elsewhere in this Annual Report.

has not generated significant revenue from product sales, has incurred significant losses

in recent years, and anticipates that it will continue to incur significant losses for the

foreseeable future;

will need to raise substantial additional funding, which would dilute existing shareholders,

and a failure to secure additional funding may force the Company to delay, reduce, or eliminate

some of its product development programs or commercialization efforts;

market for Veea’s platform and products is relatively new and highly competitive and

the estimates of market opportunity and forecasts of market growth may prove to be inaccurate;

may be unable to effectively manage its growth;

Veea does not develop its services and introduce new services that achieve market acceptance,

its growth, business, results of operations and financial condition could be adversely affected;

sales cycle is often long and unpredictable;

or perceived errors, failures, defects or bugs in Veea’s platforms, or disruptions

in Veea’s operations, could adversely affect its results of operations and growth prospects;

bears costs and risks associated with relying on distribution and partnering arrangements;

operations are complex and rely on third party manufacturers, and any scarcity or unavailability

of critical components used in Veea’s products could damage its business;

depends on its management team and other key employees;

has significant operations in foreign countries which expose it to certain risks inherent

in doing business internationally;

in international trade policies, tariffs, treaties customs, trade sanctions, trade embargoes

and other barriers affecting importing/exporting materials may have a material adverse effect

on Veea’s ability to import or export goods in a cost-effective and timely manner.

may not be able to protect its intellectual property rights;

may be subject to claims that Veea’s employees, consultants or advisors have wrongfully

used or disclosed alleged trade secrets of their current or former employers or claims asserting

ownership of what Veea regards as Veea’s own intellectual property;

● Third-party

claims of intellectual property infringement, misappropriation or other violations against

Veea or its collaborators may prevent or delay Veea’s products;

Veea’s security measures are breached or fail and unauthorized access is obtained to

a customer’s data, Veea’s service may be perceived as insecure, the attractiveness

of its services to current or potential customers may be reduced, and Veea may incur significant

● Cybersecurity

incidents may have a material adverse effect on Veea’s business, operations, financial

performance, customer and vendor relationships, reputation and brand;

is subject to many federal, state and local laws with which compliance is both costly and

rely on third-party telecommunications and internet service providers, including connectively

to our cloud software, and any failure by these services to provide reliable services may

cause us to lose customers and subject us to claims for credits or damages, among other things;

is an “emerging growth company” within the meaning of the Securities Act, and,

if Veea takes advantage of certain exemptions from disclosure requirements available to emerging

growth companies, this could make our securities less attractive to investors;

portion of our total outstanding shares are restricted from immediate resale but may be sold

into the market in the near future;

there are no current plans to pay cash dividends on the common stock for the foreseeable

future, you may not receive any return on investment unless you sell the common stock at

a price greater than what you paid for it;

business and operations could be negatively affected if it becomes subject to any material

litigation or stockholder activism;

active, liquid trading market may not develop for our common stock;

other risks and uncertainties discussed in this “Item 1.

Risk Factors” elsewhere

in this Annual Report.

Related to Our Limited Operating History, Financial Position, and Capital Requirements

has incurred significant losses in recent years and anticipates that it will continue to incur significant losses in the near term.

has incurred significant losses in recent years and may continue to incur significant losses in the near term.

has suffered recurring losses from operations since its inception.

In addition, Veea will incur significant sales, marketing and manufacturing

expenses, in addition to the additional associated costs Veea will incur in connection with operating as a public company after the closing

of the Business Combination.

As a result, Veea expects to continue to incur significant operating losses over the next several years.

Because of the numerous risks and uncertainties associated with developing computing technology products, Veea is unable to predict the

extent of any future losses or when Veea will become profitable, if at all.

Even if Veea does become profitable, Veea may not be able

to sustain or increase its profitability on a quarterly or annual basis.

expenses, in addition to the additional associated costs Veea will continue incurring in connection with operating as a public company.

As a result, Veea may continue to incur significant operating losses in the near term.

Because of the numerous risks and uncertainties

associated with developing computing technology products, Veea is unable to predict the extent of any future losses or when Veea will

become profitable, if at all.

Even if Veea does become profitable, Veea may not be able to sustain or increase its profitability on a

quarterly or annual basis.

amount of Veea’s future losses is uncertain, and Veea’s quarterly and annual operating results may fluctuate significantly

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limited to, the following:

Component supply constraints

and sudden, unanticipated price increases from Veea manufacturers, suppliers and vendors;

Veea’s inability

to accurately forecast product demand, resulting in increased inventory exposure and/or lost sales;

Slow or negative growth

in the networking, smart agriculture, smart building, smart retail and related technology markets;

Changes in U.S.

and international

trade policy that adversely affect customs, tax or duty rates and/or currency fluctuations;

Intense competition from

established and emerging players;

Rapid technological change

leading to product obsolescence;

Slowdown or changes in

market demand for technology products and services;

Reliance on a limited number

of customers or products for revenue;

Inability to raise additional

capital if needed;

Failure to effectively

manage and scale critical infrastructure;

Delays in product development

and manufacturing causing missed market opportunities.

cumulative effects of these factors could result in large fluctuations and unpredictability in Veea’s quarterly and annual operating

As a result, comparing Veea’s operating results on a period-to-period basis may not be meaningful.

This variability and

unpredictability could also result in Veea failing to meet the expectations of industry or financial analysts or investors for any period.

If Veea’s revenue or operating results fall below the expectations of analysts or investors or below any forecasts Veea may provide

to the market, or if the forecasts Veea provides to the market are below the expectations of analysts or investors, the price of Veea’s

Common Stock could decline substantially.

Such a stock price decline could occur even if Veea has met any previously publicly stated

guidance it may provide.

has not generated any significant revenue from product sales.

supply constraints and sudden, unanticipated price increases from Veea manufacturers, suppliers

inability to accurately forecast product demand, resulting in increased inventory exposure

and/or lost sales;

or negative growth in the networking, smart agriculture, smart building, smart retail and

related technology markets;

and international trade policy that adversely affect customs, tax or duty rates and/or

currency fluctuations;

competition from established and emerging players;

technological change leading to product obsolescence;

or changes in market demand for technology products and services;

on a limited number of customers or products for revenue;

to raise additional capital if needed;

to effectively manage and scale critical infrastructure;

in product development and manufacturing causing missed market opportunities.

The cumulative effects of these factors could result in large fluctuations

and unpredictability in Veea’s quarterly and annual operating results.

As a result, comparing Veea’s operating results on

a period-to-period basis may not be meaningful.

This variability and unpredictability could also result in Veea failing to meet the expectations

of industry or financial analysts or investors for any period.

If Veea’s revenue or operating results fall below the expectations

of analysts or investors or below any forecasts Veea may provide to the market, or if the forecasts Veea provides to the market are below

the expectations of analysts or investors, the price of Veea’s common stock could decline substantially.

Such a stock price decline

could occur even if Veea has met any previously publicly stated guidance it may provide.

has not generated any significant revenue from product sales since 2024.

ability to become profitable depends upon Veea’s ability to generate revenue.

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elsewhere herein, and including, but not limited to, Veea’s ability to:

Solve real problems for

its target market in a unique and compelling way and truly understand the needs of its customers;

Clearly articulate the

benefits and differentiation for Veea from its competitors;

Design, build and deliver

products and services that are reliable and effective and meet customer expectations;

Constantly innovate and

differentiate its products and services including adding additional features and functionalities;

Reach its target market

through the right sales efforts including the right channels and partners;

Utilize a clear and actionable

sales strategy to identify, qualify, and convert leads into paying customers;

Generate interest in Veea

products and services via effective marketing and publicity;

Price its products and

services to match the market’s perception of value of those products and services;

Maintain consistent design

and manufacturing of Veea products to match inventory with demand;

Continue to deliver high-quality

products and services on time and within budget for its customers;

Provide responsive and

helpful customer support that leaves a positive impression and builds loyalty;

Continuously improve all

Veea products, services and processes to enhance efficiency, reduce costs, and optimize performance.

real problems for its target market in a unique and compelling way and truly understand the

needs of its customers;

articulate the benefits and differentiation for Veea from its competitors;

build and deliver products and services that are reliable and effective and meet customer

expectations;

innovate and differentiate its products and services including adding additional features

and functionalities;

its target market through the right sales efforts including the right channels and partners;

a clear and actionable sales strategy to identify, qualify, and convert leads into paying

interest in Veea products and services via effective marketing and publicity;

its products and services to match the market’s perception of value of those products

and services;

consistent design and manufacturing of Veea products to match inventory with demand;

to deliver high-quality products and services on time and within budget for its customers;

responsive and helpful customer support that leaves a positive impression and builds loyalty;

● Continuously

improve all Veea products, services and processes to enhance efficiency, reduce costs, and

optimize performance.

Veea does not achieve one or more of these factors in a timely manner or at all, Veea could experience significant delays or an inability

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Market conditions and disruptions in the market (such as due to economic downturn, and geopolitical developments such as

the war in Ukraine) may make equity and debt financing more difficult to obtain and may have a material adverse effect on Veea’s

the war in Ukraine and Iran) may make equity and debt financing more difficult to obtain and may have a material adverse effect on Veea’s

ability to meet its fundraising needs.

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private and public equity offerings, debt financings, collaborations, strategic alliances and licensing arrangements.

Veea does not have

any committed external source of funds.

The terms of any financing may adversely affect the holdings or the rights of Veea’s stockholders

and the issuance of additional securities, whether equity or debt, by Veea or the possibility of such issuance, may cause the market

price of Veea’s shares to decline.

To the extent that Veea raises additional capital through the sale of common stock or securities

convertible or exchangeable into common stock, your ownership interest will be diluted, and the terms of those securities may include

liquidation or other preferences that may materially adversely affect your rights as a stockholder.

Debt financing, if available, would

increase Veea’s fixed payment obligations and may involve agreements that include covenants limiting or restricting Veea’s

ability to take specific actions, such as incurring additional debt, acquiring, selling or licensing intellectual property rights, and

making capital expenditures, declaring dividends or other operating restrictions that could adversely impact Veea’s ability to

conduct its business.

Veea could also be required to meet certain milestones in connection with debt financing and the failure to achieve

such milestones by certain dates may force Veea to relinquish rights to some of its technologies or products or otherwise agree to terms

unfavorable to Veea which could have a material adverse effect on Veea’s business, operating results and prospects.

No additional borrowing

capacity remains under Veea’s current unsecured line of credit.

The terms of any financing may adversely affect the holdings or

the rights of Veea’s stockholders and the issuance of additional securities, whether equity or debt, by Veea or the possibility

of such issuance, may cause the market price of Veea’s shares to decline.

To the extent that Veea raises additional capital through

the sale of common stock or securities convertible or exchangeable into common stock, your ownership interest will be diluted, and the

terms of those securities may include liquidation or other preferences that may materially adversely affect your rights as a stockholder.

Debt financing, if available, would increase Veea’s fixed payment obligations and may involve agreements that include covenants

limiting or restricting Veea’s ability to take specific actions, such as incurring additional debt, acquiring, selling or licensing

intellectual property rights, and making capital expenditures, declaring dividends or other operating restrictions that could adversely

impact Veea’s ability to conduct its business.

Veea could also be required to meet certain milestones in connection with debt financing

and the failure to achieve such milestones by certain dates may force Veea to relinquish rights to some of its technologies or products

or otherwise agree to terms unfavorable to Veea which could have a material adverse effect on Veea’s business, operating results

and prospects.

also could be required to seek funds through arrangements with collaborators or distributors or otherwise at an earlier stage than otherwise

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reliance on third-party manufacturers also exposes Veea to the following risks over which it has limited control:

unexpected increases in

manufacturing and repair costs;

inability to control the

timing, quality and reliability of finished products;

inability to control delivery

liability for expenses

incurred by third-party manufacturers in reliance on forecasts that later prove to be inaccurate, including the cost of components

purchased by third-party manufacturers on Veea’s behalf;

industry consolidation

and divestitures, which may result in changed business and product priorities among certain suppliers.

lack of adequate capacity

to manufacture all or a part of the products Veea requires;

labor unrest affecting

the ability of the third-party manufacturers to produce Veea products.

increases in manufacturing and repair costs;

to control the timing, quality and reliability of finished products;

to control delivery schedules;

for expenses incurred by third-party manufacturers in reliance on forecasts that later prove

to be inaccurate, including the cost of components purchased by third-party manufacturers

on Veea’s behalf;

consolidation and divestitures, which may result in changed business and product priorities

among certain suppliers.

of adequate capacity to manufacture all or a part of the products Veea requires;

unrest affecting the ability of the third-party manufacturers to produce Veea products.

relies on third-party telecommunications and internet service providers, and any failure by these service providers to provide reliable

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for no specific duration.

future performance also depends on the continued services and continuing contributions of Veea’s senior management team, which

include Allen Salmasi, Veea’s Founder and Chief Executive Officer to execute on Veea’s business plan and to identify and

pursue new opportunities and product innovations.

Veea has not entered into an employment agreement with Mr.

services of Veea’s senior management team, particularly Veea’s Chief Executive Officer could significantly delay or prevent

the achievement of Veea’s development and strategic objectives, which could adversely affect Veea’s business, financial condition

and results of operations.

Veea’s future performance also depends on the continued services

and continuing contributions of Veea’s senior management team, which include Allen Salmasi, Veea’s Founder and Chief Executive

Officer, to execute on Veea’s business plan and to identify and pursue new opportunities and product innovations.

Veea has not entered

into an employment agreement with Mr.

The loss of services of Veea’s senior management team, particularly Mr.

could significantly delay or prevent the achievement of Veea’s development and strategic objectives, which could adversely affect

Veea’s business, financial condition and results of operations.

may not be successful in continuing to attract and retain highly qualified employees to remain competitive.

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an economic downturn include:

reduced demand for products

and services, resulting in increased price competition or deferrals of purchases, with lower revenues not fully compensated through

reduced costs;

excess and obsolete inventories

and excess manufacturing capacity;

financial difficulties

or failures among Veea’s suppliers;

increased demand for customer

finance, difficulties in collection of accounts receivable and increased risk of counter party failures;

impairment losses related

to Veea’s intangible assets as a result of lower forecasted sales of certain products;

increased difficulties

in forecasting sales and financial results as well as increased volatility in Veea’s reported results.

demand for products and services, resulting in increased price competition or deferrals of

purchases, with lower revenues not fully compensated through reduced costs;

and obsolete inventories and excess manufacturing capacity;

difficulties or failures among Veea’s suppliers;

demand for customer finance, difficulties in collection of accounts receivable and increased

risk of counter party failures;

losses related to Veea’s intangible assets as a result of lower forecasted sales of

certain products;

difficulties in forecasting sales and financial results as well as increased volatility in

Veea’s reported results.

operations in foreign countries expose us to certain risks inherent in doing business internationally, which may adversely affect Veea’s

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Veea is also subject to other types of risks, including the following:

protection of intellectual property and trade secrets;

tariffs, customs, trade

sanctions, trade embargoes and other barriers to importing/exporting materials and products in a cost-effective and timely manner,

or changes in applicable tariffs or custom rules;

the burden of complying

with and changes in U.S.

of intellectual property and trade secrets;

customs, trade sanctions, trade embargoes and other barriers to importing/exporting materials

and products in a cost-effective and timely manner, or changes in applicable tariffs or custom

burden of complying with and changes in U.S.

or international taxation policies;

timing and availability

of export licenses including authorization for the export of controlled items;

rising labor costs;

disruptions in or inadequate

infrastructure of the countries where Veea operates;

the impact of public health

epidemics on employees and the global economy;

difficulties in collecting

accounts receivable;

difficulties in staffing

and managing international operations;

the burden of complying

with foreign and international laws and treaties.

Changes in international trade policies,

tariffs and treaties affecting imports and exports may have a material adverse effect on our business operations and prospects.

Recently, the U.S.

has implemented a range of

new tariffs and increases to existing tariffs.

In response to the tariffs announced by the U.S., other countries have imposed, are considering

imposing new or increased tariffs on certain exports from the United States.

There is currently significant uncertainty about the future

relationship between the United States and other countries with respect to trade policies, taxes, government regulations and tariffs.

and we cannot predict whether, and to what extent, current tariffs will continue or trade policies will change in the future.

Tariffs, or the threat of tariffs or increased

tariffs, could have a significant negative impact on our business as a result of our current relationships with manufacturers in China

In addition, retaliatory tariffs could have a significant negative impact on our business overseas that rely on imports from

the United States, and our business in the United States that relies on exporting goods internationally.

These tariffs and threats of

tariffs and other potential trade policy changes could lead to material adverse effects on our business operations and prospects.

result of tariffs or the threat of tariffs that may have a material impact on our business, it may be costly or impractical for us to

locate new customers, substitute suppliers for current suppliers and/or develop other business opportunities to mitigate the material

adverse effects of the tariffs.

We may not be able to adequately address the risks presented by these

tariffs or other potential trade policy changes.

If we are unable to mitigate the material adverse effects, if any, presented by the tariffs,

our business prospects, results of operations and financial conditions may be materially adversely affected.

and availability of export licenses including authorization for the export of controlled

● disruptions

in or inadequate infrastructure of the countries where Veea operates;

impact of public health epidemics on employees and the global economy;

● difficulties

in collecting accounts receivable;

● difficulties

in staffing and managing international operations;

burden of complying with foreign and international laws and treaties.

in international trade policies, tariffs and treaties affecting imports and exports may have a material adverse effect on our business

operations and prospects.

has implemented a range of new tariffs and increases to existing tariffs.

In response to the tariffs announced by the U.S.,

other countries have imposed, are considering imposing new or increased tariffs on certain exports from the United States.

There is currently

significant uncertainty about the future relationship between the United States and other countries with respect to trade policies, taxes,

government regulations and tariffs.

and we cannot predict whether, and to what extent, current tariffs will continue or trade policies

will change in the future.

or the threat of tariffs or increased tariffs, could have a significant negative impact on our business as a result of our current relationships

with manufacturers in China and Taiwan.

In addition, retaliatory tariffs could have a significant negative impact on our business overseas

that rely on imports from the United States, and our business in the United States that relies on exporting goods internationally.

tariffs and threats of tariffs and other potential trade policy changes could lead to material adverse effects on our business operations

and prospects.

As a result of tariffs or the threat of tariffs that may have a material impact on our business, it may be costly or impractical

for us to locate new customers, substitute suppliers for current suppliers and/or develop other business opportunities to mitigate the

material adverse effects of the tariffs.

may not be able to adequately address the risks presented by these tariffs or other potential trade policy changes.

If we are unable

to mitigate the material adverse effects, if any, presented by the tariffs, our business prospects, results of operations and financial

conditions may be materially adversely affected.

to the global supply chain may affect the timely manufacture and delivery of products.

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At the same time, there are numerous ongoing local and regional conflicts, of which the ongoing military

conflict between the Ukraine and Russia, are of particular significance.

It is not yet clear how these new dynamics will play out across

These tensions, including trade restrictions, enhanced sanctions measures and increased safeguards for national security purposes,

can impact global market conditions and continue to be challenging for global supply chains.

conflict between the Ukraine, Russia and Iran, are of particular significance.

In addition, since October 2023, hostilities between Israel

and Hamas have significantly destabilized the Middle East region, resulting in civilian and military casualties and prompting concerns

about a broader regional conflict.

These conflicts have led to additional sanctions and restrictive measures imposed by the United States,

the European Union, the United Kingdom, and others targeting individuals, regions, and sectors.

Escalation of these hostilities or the

emergence of related conflicts in the region could result in further sanctions, additional supply chain disruptions, and heightened risk

of broader military confrontation, which could in turn materially and adversely affect the global economy.

It is not yet clear how these

new dynamics will play out across the world.

These tensions, including trade restrictions, enhanced sanctions measures and increased

safeguards for national security purposes, can impact global market conditions and continue to be challenging for global supply chains.

some of Veea’s products are manufactured in China and Taiwan, further changes in the economic and political policies in or relating

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Additional impacts could include:

reduced or lost market

decreased ability for unrestricted

use of Veea’s global supply chain for all markets, e.g., as a result of import or export restrictions in the US and China;

increased trade restrictions,

including economic sanctions and export controls, tariffs and increased costs which may not be recoverable;

separation of global standards

for mobile telecommunication;

sourcing restrictions and

constraints for access to hardware and software products and components;

reduced efficiency in research

and development (“ R&D ”) and restrictions in use of R&D resources;

deferrals of purchases,

with lower revenues not fully compensated through reduced costs;

excess and obsolete inventories

and excess manufacturing capacity;

financial difficulties

or failures among Veea’s suppliers;

impairment losses related

to Veea’s intangible assets as a result of lower forecasted sales of certain products;

increased difficulties

in forecasting sales and financial results as well as increased volatility in Veea’s reported results.

or lost market access;

ability for unrestricted use of Veea’s global supply chain for all markets, e.g., as

a result of import or export restrictions in the US and China;

trade restrictions, including economic sanctions and export controls, tariffs and increased

costs which may not be recoverable;

of global standards for mobile telecommunication;

restrictions and constraints for access to hardware and software products and components;

efficiency in research and development (“ R&D ”) and restrictions in

use of R&D resources;

of purchases, with lower revenues not fully compensated through reduced costs;

and obsolete inventories and excess manufacturing capacity;

difficulties or failures among Veea’s suppliers;

losses related to Veea’s intangible assets as a result of lower forecasted sales of

certain products;

difficulties in forecasting sales and financial results as well as increased volatility in

Veea’s reported results.

Veea fails to maintain effective internal control over financial reporting or identify a material weakness or significant deficiency

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Veea may be subject to a third-party pre-issuance submission of prior art to

Patent and Trademark Office (“ USPTO ”) or in other jurisdictions, or become involved in opposition,

derivation, revocation, reexamination, post-grant and inter partes review, or other similar proceedings challenging Veea’s

Patent and Trademark Office (“ USPTO ”) or in other jurisdictions, or become involved in opposition, derivation,

revocation, reexamination, post-grant and inter partes review, or other similar proceedings challenging Veea’s

patent rights.

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Such mechanisms

include re-examination, interference proceedings, derivation proceedings, post grant review, inter partes review and equivalent

proceedings such as opposition, invalidation and revocation proceedings in foreign jurisdictions.

Such proceedings could result in the

revocation or cancellation of or amendment to Veea’s patents in such a way that they no longer cover one or more of Veea’s

include re-examination, interference proceedings, derivation proceedings, post grant review, inter partes review and

equivalent proceedings such as opposition, invalidation and revocation proceedings in foreign jurisdictions.

Such proceedings could result

in the revocation or cancellation of or amendment to Veea’s patents in such a way that they no longer cover one or more of Veea’s

products or Veea’s technology or no longer prevent third parties from competing with any products Veea may develop or Veea’s

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and worldwide, including patent reform legislation such as the

Leahy-Smith America Invents Act (the “ Leahy-Smith Act ”), could increase the uncertainties and costs surrounding

the prosecution of any owned or in-licensed patent applications and the maintenance, enforcement or defense of any in-licensed issued

patents and issued patents Veea may own or in-license in the future.

The Leahy-Smith Act includes a number of significant changes to

These changes include provisions that affect the way patent applications are prosecuted, redefine prior art, provide

more efficient and cost-effective avenues for competitors to challenge the validity of patents, and enable third-party submission of

prior art to the USPTO during patent prosecution and additional procedures to attack the validity of a patent at USPTO administered post-grant

proceedings, including post-grant review, inter partes review, and derivation proceedings.

Assuming that other requirements for

patentability are met, prior to March 2013, in the U.S., the first to invent the claimed invention was entitled to the patent, while

outside the U.S., the first to file a patent application was entitled to the patent.

After March 2013, under the Leahy-Smith Act, the

transitioned to a first-to-file system in which, assuming that the other statutory requirements for patentability are met, the first

inventor to file a patent application will be entitled to the patent on an invention regardless of whether a third party was the first

to invent the claimed invention.

As such, the Leahy-Smith Act and its implementation could increase the uncertainties and costs surrounding

the prosecution of Veea’s patent applications and the enforcement or defense of patents to issue, all of which could have a material

adverse effect on Veea’s business, financial condition, results of operations and prospects.

Leahy-Smith America Invents Act (the “ Leahy-Smith Act ”), could increase the uncertainties and costs surrounding the

prosecution of any owned or in-licensed patent applications and the maintenance, enforcement or defense of any in-licensed issued patents

and issued patents Veea may own or in-license in the future.

The Leahy-Smith Act includes a number of significant changes to U.S.

These changes include provisions that affect the way patent applications are prosecuted, redefine prior art, provide more efficient

and cost-effective avenues for competitors to challenge the validity of patents, and enable third-party submission of prior art to the

USPTO during patent prosecution and additional procedures to attack the validity of a patent at USPTO administered post-grant proceedings,

including post-grant review, inter partes review, and derivation proceedings.

Assuming that other requirements for patentability

are met, prior to March 2013, in the U.S., the first to invent the claimed invention was entitled to the patent, while outside the U.S.,

the first to file a patent application was entitled to the patent.

After March 2013, under the Leahy-Smith Act, the U.S.

to a first-to-file system in which, assuming that the other statutory requirements for patentability are met, the first inventor to file

a patent application will be entitled to the patent on an invention regardless of whether a third party was the first to invent the claimed

As such, the Leahy-Smith Act and its implementation could increase the uncertainties and costs surrounding the prosecution

of Veea’s patent applications and the enforcement or defense of patents to issue, all of which could have a material adverse effect

on Veea’s business, financial condition, results of operations and prospects.

addition, the patent positions of companies in the development and commercialization of biologics and pharmaceuticals are particularly

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intellectual property rights in the technology industry, as well as administrative proceedings for challenging patents, including interference,

derivation, reexamination, inter partes review and post-grant review proceedings before the USPTO or oppositions and other comparable

proceedings in foreign jurisdictions.

derivation, reexamination, inter partes review and post-grant review proceedings before the USPTO or oppositions and

other comparable proceedings in foreign jurisdictions.

and foreign issued patents and pending patent applications owned by third parties exist in the fields in which Veea is commercializing

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transfer of personal data for example between the EU and the US), and other regulatory areas may increase costs and restrict Veea’s

Veea is subject to certain US, international laws, rules, policies

and other obligations, including anti-corruption (including anti-bribery, anti-money-laundering, sanctions, terror finance and anti-terrorism)

laws, rules and regulations.

is subject to certain US, international laws, rules, policies and other obligations, including anti-corruption (including anti-bribery,

anti-money-laundering, sanctions, terror finance and anti-terrorism) laws, rules and regulations.

is subject to U.S.

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In addition, California adopted significant new consumer privacy laws that became effective beginning in January 2020.

Complying with

the GDPR and other requirements may cause Veea to incur substantial costs and may require it to change our business practices.

Despite Veea’s efforts to comply with applicable laws, regulations

and other obligations relating to privacy, data protection and information security, it is possible that Veea’s practices, product

offerings or platform could fail to meet all of the requirements imposed on Veea by legislation relating to cybersecurity, data security

and/or related implementing regulations.

Any failure on Veea’s part to comply with such law or regulations or any other obligations

relating to privacy, data protection or information security, or any compromise of security that results in unauthorized access, use or

release of personally identifiable information or other data, or the perception or allegation that any of the foregoing types of failure

or compromise has occurred, could damage Veea’s reputation, discourage new and existing counterparties from contracting with Veea

or result in investigations, fines, suspension or other penalties and private claims or litigation, any of which could materially adversely

affect Veea’s business, financial condition and results of operations.

Even if Veea’s practices are not subject to legal challenge,

the perception of privacy concerns, whether or not valid, may harm its reputation and brand and adversely affect its business, financial

condition and results of operations.

Moreover, the legal uncertainty created by certain of these laws, including the data security laws,

and recent government actions could materially adversely affect its ability, on favorable terms, to raise capital.

Compliance with data

security and personal information protection laws, may result in additional expenses to Veea and subject it to negative publicity, which

could harm Veea’s reputation among users and negatively affect the trading price of its shares in the future.

Furthermore, Veea’s

data transfer policies may be subject to additional compliance requirement and regulatory burdens, and Veea may be required to make further

adjustments to its business practices to comply with the interpretation and implementation of such laws, which may increase our compliance

costs and adversely affect our operating results.

with the GDPR and other requirements may cause Veea to incur substantial costs and may require it to change our business practices.

Veea’s efforts to comply with applicable laws, regulations and other obligations relating to privacy, data protection and information

security, it is possible that Veea’s practices, product offerings or platform could fail to meet all of the requirements imposed

on Veea by legislation relating to cybersecurity, data security and/or related implementing regulations.

Any failure on Veea’s

part to comply with such law or regulations or any other obligations relating to privacy, data protection or information security, or

any compromise of security that results in unauthorized access, use or release of personally identifiable information or other data,

or the perception or allegation that any of the foregoing types of failure or compromise has occurred, could damage Veea’s reputation,

discourage new and existing counterparties from contracting with Veea or result in investigations, fines, suspension or other penalties

and private claims or litigation, any of which could materially adversely affect Veea’s business, financial condition and results

of operations.

Even if Veea’s practices are not subject to legal challenge, the perception of privacy concerns, whether or not

valid, may harm its reputation and brand and adversely affect its business, financial condition and results of operations.

the legal uncertainty created by certain of these laws, including the data security laws, and recent government actions could materially

adversely affect its ability, on favorable terms, to raise capital.

Compliance with data security and personal information protection

laws, may result in additional expenses to Veea and subject it to negative publicity, which could harm Veea’s reputation among

users and negatively affect the trading price of its shares in the future.

Furthermore, Veea’s data transfer policies may be subject

to additional compliance requirement and regulatory burdens, and Veea may be required to make further adjustments to its business practices

to comply with the interpretation and implementation of such laws, which may increase our compliance costs and adversely affect our operating

is required to comply with anti-corruption (including anti-bribery, anti-money-laundering, sanctions, terror finance and anti-terrorism)

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our business may be adversely affected.

health risks related to radiofrequency electromagnetic fields may subject us to various product liability claims and result in regulatory

edge computing industry is subject to claims that mobile devices including edge routers and associated computing devices and other equipment

that generate radiofrequency electromagnetic fields may expose individuals to health risks.

At present, a substantial number of scientific

reviews conducted by various independent research bodies have concluded that radiofrequency electromagnetic fields, when used at levels

within the limits prescribed by public health authority safety standards and recommendations, cause no adverse effects to human health.

However, any perceived risk or new scientific findings of adverse health effects from mobile communication devices and equipment could

adversely affect us through a reduction in sales or through liability claims.

Although Veea’s products are designed to comply with

currently applicable safety standards and regulations regarding radio frequency electromagnetic fields, Veea cannot guarantee that Veea

will not become the subject of product liability claims.

Veea also cannot guarantee that Veea will not be held liable for such claims

or be required to comply with future changed regulatory requirements.

Veea may in addition be affected by regulatory or other restrictions

imposed on Veea’s customers use of radio equipment that may have a material adverse effect on our business, operating results,

financial condition, reputation and brand.

business, operating results and financial condition could be materially harmed by evolving regulatory uncertainty or obligations applicable

to our products and services.

in regulatory requirements applicable to the industries and sectors in which we operate, in the United States and in other countries,

could materially affect the sales and use of our products and services.

In particular, economic sanctions and changes to export and import

control requirements have impacted and may continue to impact our ability to sell and support our products and services in certain jurisdictions.

In addition, changes in telecommunications regulations could impact our service provider customers’ purchase of our products and

services, and they could also impact sales of our own regulated offerings.

Government procurement policies, priorities, regulations,

technology initiatives and/or other obligations often give rise to evolving privacy, cybersecurity, operational resilience, or other

requirements, and the failure or delay to meet and maintain such requirements could negatively impact our business, including by limiting

our ability to sell products and services, directly or indirectly, to public sector, critical infrastructure and other customers.

areas of uncertainty that could impact sales of our products and services include laws, regulations, or customer procurement requirements

related to encryption technology, data, artificial intelligence, privacy, cybersecurity, operational resilience, environmental sustainability

(including climate change), human rights, product certification, product accessibility, country of origin, and national security controls

applicable to our supply chain.

Changes in regulatory requirements or our actual or perceived failure to comply with applicable laws

and regulations or other obligations could materially harm our business, operating results, and financial condition.

Related to our Common Stock

price of the Common Stock may change, even if Veea’s business is doing well, and you could lose all or part of your investment

Our failure to meet the listing standards

of the Nasdaq could result in the delisting of our common stock and public warrants.

Delisting could adversely affect the liquidity 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 of Nasdaq (the “ Nasdaq Staff ”), notifying us that, because the closing bid price for our 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 ”).

notice has no immediate effect on the listing of our Listed Securities on the Nasdaq Global Market and the Listed Securities will continue

to trade on The Nasdaq Global Market under the symbols “VEEA” and “VEEAW,” respectively, at this time.

to Nasdaq Listing Rule 5810(c)(3)(A), we were 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 30, 2026;

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 Requirement ”).

Pursuant to Nasdaq Listing Rule 5810(c)(3)(D), we were provided a period of 180 calendar

days, or until March 30, 2026, to regain compliance with the MVPHS Requirement.

On September 29, 2025, we received a deficiency letter from the Nasdaq

Staff notifying us 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 ”).

Pursuant to Nasdaq Listing Rule 5810(c)(3)(C), we were provided a period of 180 calendar

days, or until March 30, 2026, to regain compliance with the MVLS Requirement.

In response, on March 27, 2026, we submitted an application to transfer

the listing of our Listed Securities from The Nasdaq Global Market to The Nasdaq Capital Market.

In connection with the application to

transfer our listing, we requested a second period of 180 calendar days, or until September 30, 2026, to regain compliance with the Minimum

Bid Price Requirement for continued listing.

On April 7, 2026, the Nasdaq staff approved our request to transfer

the listing of our Listed Securities from The Nasdaq Global Select Market to The Nasdaq Capital Market.

The transfer took effect at the

opening of business on April 9, 2026 and did not have any immediate effect on trading in our Listed Securities.

The Listed Securities

continue to trade uninterruptedly under the symbol “VEEA” and “VEEAW”, respectively.

The Nasdaq Capital Market

operates in substantially the same manner as The Nasdaq Global Market, and companies on The Nasdaq Capital Market must meet certain financial

and corporate governance requirements to qualify for continued listing.

As a result of the transfer to The Nasdaq Capital Market, Nasdaq Staff

granted us a second period of 180 calendar days, or until September 28, 2026, to regain compliance with the Minimum Bid Price Requirement

for continued listing.

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 on or prior to September 28, 2026.

Nasdaq’s determination to grant the additional 180-day compliance

period was in part based on, among other things, we meet the continued listing requirements of The Nasdaq Capital Market with the exception

of the Minimum Bid Price Requirement and our agreeing to cure the deficiency during the additional compliance period, including by effecting

a reverse stock split if necessary.

Following Nasdaq’s approval of the extended compliance period, we intend to continue to actively

monitor the minimum bid price requirement and, as appropriate, will consider available options to resolve any deficiencies and regain

compliance, including by effecting a reverse stock split if necessary.

There can be no

assurance that we will regain compliance with the Bid Price Requirement or continue to meet the other listing requirements for The

Nasdaq Capital Market in the future.

If we fail to regain compliance with or meet any of the continuing listing requirements, including the Bid

Price Requirement, Nasdaq Staff 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 Listed Securities 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 Listed Securities will be eligible for trading on such alternative exchange

Further, 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, adversely affect our ability to obtain sufficient additional capital to fund

our operations, affect our ability to continue to operate as a going concern could be substantially impaired and transactions in our

common stock could lose federal preemption of state securities laws.

Furthermore, 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 and our relationships with our collaborators, vendors, and suppliers’ could be negatively

price of Veea’s common stock may change, even if Veea’s business is doing well, and you could lose all or part of your investment

trading price of shares of Veea’s common stock is likely to be volatile.

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the following:

results of operations that

vary from the expectations of securities analysts and investors;

results of operations that

vary from those of Veea’s competitors;

changes in expectations

as to Veea’s future financial performance, including financial estimates and investment recommendations by securities analysts

and investors;

declines in the market

prices of stocks generally;

strategic actions by Veea

or its competitors;

announcements by Veea or

its competitors of significant contracts, acquisitions, joint ventures, other strategic relationships or capital commitments;

any significant change

in Veea’s management;

changes in general economic

or market conditions (including changes in interest rates or inflation) or trends in Veea’s industry or markets;

changes in business or

regulatory conditions, including new laws or regulations or new interpretations of existing laws or regulations applicable to Veea’s

future sales of the Common

Stock or other securities;

dilution as a result of

future exercises of Warrants;

investor perceptions of

the investment opportunity associated with the Common Stock relative to other investment alternatives;

the public’s response

to press releases or other public announcements by Veea or third parties, including Veea’s filings with the SEC;

litigation involving Veea,

Veea’s industry, or both, or investigations by regulators into Veea’s Board, our operations or those of Veea’s

guidance, if any, that

Veea provides to the public, any changes in this guidance or Veea’s failure to meet this guidance;

the development and sustainability

of an active trading market for the Common Stock;

actions by institutional

or activist stockholders;

changes in accounting standards,

policies, guidelines, interpretations or principles;

other events or factors,

including those resulting from pandemics, natural disasters, war, acts of terrorism or responses to these events.

of operations that vary from the expectations of securities analysts and investors;

of operations that vary from those of Veea’s competitors;

in expectations as to Veea’s future financial performance, including financial estimates

and investment recommendations by securities analysts and investors;

in the market prices of stocks generally;

actions by Veea or its competitors;

● announcements

by Veea or its competitors of significant contracts, acquisitions, joint ventures, other

strategic relationships or capital commitments;

significant change in Veea’s management;

in general economic or market conditions (including changes in interest rates or inflation)

or trends in Veea’s industry or markets;

in business or regulatory conditions, including new laws or regulations or new interpretations

of existing laws or regulations applicable to Veea’s business;

sales of the common stock or other securities;

as a result of future exercises of the Warrants;

perceptions of the investment opportunity associated with the common stock relative to other

investment alternatives;

public’s response to press releases or other public announcements by Veea or third

parties, including Veea’s filings with the SEC;

involving Veea, Veea’s industry, or both, or investigations by regulators into Veea’s

Board, our operations or those of Veea’s competitors;

if any, that Veea provides to the public, any changes in this guidance or Veea’s failure

to meet this guidance;

development and sustainability of an active trading market for the common stock;

by institutional or activist stockholders;

in accounting standards, policies, guidelines, interpretations or principles;

events or factors, including those resulting from pandemics, natural disasters, war, acts

of terrorism or responses to these events.

broad market and industry fluctuations may adversely affect the market price of the common stock, regardless of Veea’s actual operating

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regardless of the outcome of such litigation.

January 10, 2025, Veea filed a registration statement with the SEC on Form S-8.

Veea’s issuance of additional shares of the Common

Stock or convertible securities could make it difficult for another company to acquire Veea, may dilute your ownership of Veea and could

adversely affect price of the Common Stock.

On January 10, 2025, Veea filed

a registration statement with the SEC on Form S-8 providing for the registration of shares of the Common Stock issued or reserved for

issuance under the 2024 Incentive Equity Plan (the “2024 Plan”).

On January 10, 2025 and January 29, 2026,

Veea filed registration statements on Form S-8 with the SEC.

Veea’s issuances of additional shares of the common stock under the

2024 Incentive Plan could make it difficult for another company to acquire Veea, may dilute your ownership of Veea and could adversely

affect price of the common stock.

On January 10, 2025 and January 29, 2026, Veea filed registration statements

on Form S-8 with the SEC providing for the registration of shares of the common stock issued or reserved for issuance under the 2024 Incentive

Equity Plan, as amended (the “ 2024 Incentive Plan ”).

Subject to the expiration of any applicable lock-ups or vesting

periods, shares registered under the registration statement on Form S-8 will automatically become effective upon filing and be available

for resale immediately in the public market without restriction.

addition, the shares of the Common Stock reserved for future issuance under the 2024 Plan will become eligible for sale in the public

market once those shares are issued, subject to provisions relating to various vesting agreements, lock-up agreements and, in some cases,

limitations on volume and manner of sale by affiliates under Rule 144, as applicable.

4,460,437 shares of Common Stock were initially

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

fully diluted shares of Veea outstanding on the final day of the immediately preceding calendar year or such smaller number of shares

as is determined by the administrator of the 2024 Plan.

periods, shares registered under the registration statements on Form S-8 became effective upon filing and are available for resale immediately

in the public market without restriction.

addition, the shares of the common stock reserved for future issuance under the 2024 Incentive Plan will become eligible for sale in

the public market once those shares are issued, subject to provisions relating to various vesting agreements, lock-up agreements and,

in some cases, limitations on volume and manner of sale by affiliates under Rule 144, as applicable.

To date an aggregate total of approximately

11,059,966 shares of common stock have been reserved for issuance under the 2024 Incentive Plan, subject to increase by the lesser of

three percent (3%) of the aggregate number of fully diluted shares of Veea outstanding on the final day of the immediately preceding

calendar year or such smaller number of shares as is determined by the administrator of the 2024 Incentive Plan.

sales, or the perception of future sales, by Veea or its stockholders in the public market could cause the market price for shares of

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sell equity securities in the future at a time and at a price that it deems appropriate.

the expiration of the lock-ups under the Lock-Up Agreements, sales of a substantial number of shares of Common Stock in the public market

These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce

the market price of the Common Stock.

As restrictions on resale end and registration statements (filed after the Closing to provide for

the resale of such shares from time to time) are available for use, the sale or possibility of sale of these shares could have the effect

of increasing the volatility in the share price of the Common Stock or the market price of the Common Stock could decline if the holders

of currently restricted shares sell them or are perceived by the market as intending to sell them.

significant stockholders may sell a substantial number of shares of common stock in the public market at any time.

These sales, or the

perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of the common

As registration statements are available for use, the sale or possibility of sale of these shares could have the effect of increasing

the volatility in the share price of the common stock or the market price of the common stock could decline if the holders of currently

restricted shares sell them or are perceived by the market as intending to sell them.

Depending upon market liquidity at the time, sales of shares of our

common stock under the White Lion Purchase Agreement (as defined below) may cause the trading price of our common stock to decline.

White Lion has acquired shares under the White Lion Purchase Agreement, it may sell all, some or none of those shares.

Sales to White

Lion by us pursuant to the White Lion Purchase Agreement may result in substantial dilution to the interests of other holders of our common

The sale of a substantial number of shares of our common stock to White Lion, or anticipation of such sales, could make it more

difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish to effect

However, we have the right to control the timing and amount of any sales of our shares to White Lion pursuant to the White Lion

Purchase Agreement.

sale of substantial amounts of shares of our common stock or warrants, or the perception that such sales could occur, could cause the

prevailing market price of shares of our common stock to decline significantly.

These sales, or the possibility that these sales may

occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.

We believe the likelihood that warrant holders will exercise their warrants is dependent upon the market price of our common stock.

the future, we may also issue its securities in connection with investments or acquisitions.

The amount of shares of common stock issued

in connection with an investment or acquisition could constitute a material portion of our then-outstanding shares of common stock.

issuance of additional securities in connection with investments or acquisitions may result in additional dilution to our stockholders.

a public reporting company, Veea is subject to rules and regulations established from time to time by the SEC regarding its internal

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management systems, processes, and controls, as well as on its personnel.

addition, prior to the Business Combination, Private Veea was not required to document and test its internal controls over financial

reporting nor was Private Veea’s management required to certify the effectiveness of its internal controls, and its auditors have

not been required to opine on the effectiveness of Private Veea’s internal controls over financial reporting.

However, as a public

company, Veea is required to document and test its internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley

Act so that Veea’s management can certify as to the effectiveness of its internal controls over financial reporting by the time

Veea’s second annual report is filed with the SEC and thereafter, which will require Veea to document and make significant changes

to its internal controls over financial reporting.

As a public company, Veea is subject to the reporting requirements of the Exchange

Act, the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as well as rules adopted, and

to be adopted, by the SEC and Nasdaq, and other applicable securities rules and regulations, which impose various requirements on public

companies, including the establishment and maintenance of effective disclosure and financial controls and changes in corporate governance

Veea’s management and other personnel will need to devote a substantial amount of time to these public company requirements.

Moreover, these rules and regulations may substantially increase Veea’s legal and financial compliance costs and may make some

activities more time-consuming and costly.

Veea may need to hire additional legal, accounting and financial staff with appropriate public

company experience and technical accounting knowledge and maintain an internal audit function.

In addition, prior to the Business Combination, Private Veea was not

required to document and test its internal controls over financial reporting nor was Private Veea’s management required to certify

the effectiveness of its internal controls and its auditors have not been required to opine on the effectiveness of Private Veea’s

internal controls over financial reporting.

However, as a public company, Veea is required to document and test its internal control over

financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act so that Veea’s management can certify as to the effectiveness

of its internal controls over financial reporting by the time Veea’s second annual report is filed with the SEC and thereafter,

which will require Veea to document and make significant changes to its internal controls over financial reporting.

As a public company,

Veea is subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer

Protection Act of 2010, as well as rules adopted, and to be adopted, by the SEC and Nasdaq, and other applicable securities rules and

regulations, which impose various requirements on public companies, including the establishment and maintenance of effective disclosure

and financial controls and changes in corporate governance practices.

Veea’s management and other personnel will need to devote

a substantial amount of time to these public company requirements.

Moreover, these rules and regulations may substantially increase Veea’s

legal and financial compliance costs and may make some activities more time-consuming and costly.

Veea may need to hire additional legal,

accounting and financial staff with appropriate public company experience and technical accounting knowledge and maintain an internal

audit function.

will develop and refine its disclosure controls and other procedures that are designed to ensure that information required to be disclosed

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incurs increased costs as a result of being a public company.

a publicly traded company, Veea will incur significant legal, accounting, and other expenses that Veea was not required to incur prior

to the closing of the Business Combination, particularly after it is no longer an “emerging growth company.” In addition,

new and changing laws, regulations, and standards relating to corporate governance and public disclosure, including changing regulations

of the SEC and Nasdaq, have created uncertainty for public companies and have increased the costs and the time that Veea’s Board

and management must devote to compliance.

Furthermore, the need to establish the corporate infrastructure demanded of a public company

may divert Veea’s management’s attention from implementing its growth strategy, which could negatively affect Veea’s

business, results of operations, and financial condition.

rules and regulations applicable to public companies are expected to make it more expensive for Veea to obtain and maintain director

and officer liability insurance, which could adversely affect its ability to attract and retain qualified officers and directors.

rules and regulations applicable to public companies are expected to make it more expensive for Veea to obtain and maintain director

and officer liability insurance, and Veea may be required to accept reduced coverage or incur substantially higher costs to obtain coverage.

The amount or timing of additional costs that Veea may incur to respond to these requirements cannot be estimated or predicted.

The potential

for increased personal liability could also make it more difficult for Veea to attract and retain qualified members of the Board, particularly

to serve on its audit committee and compensation committee, and qualified executive officers.

is an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if Veea takes advantage of

certain exemptions from disclosure requirements available to “emerging growth companies” or “smaller reporting companies,”

this could make its securities less attractive to investors and may make it more difficult to compare its performance with other public

is an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and Veea 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 auditor attestation requirements of Section

404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in Veea’s periodic reports and proxy

statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval

of any golden parachute payments not previously approved.

As a result, Veea’s shareholders may not have access to certain information

they may deem important.

Veea could be an emerging growth company for up to five years, although circumstances could cause it to lose

that status earlier, including if the market value of the Common Stock held by non-affiliates exceeds $700 million as of any June 30

before that time, in which case Veea would no longer be an emerging growth company as of the following December 31.

Veea cannot predict

whether investors will find its securities less attractive because Veea will rely on these exemptions.

If some investors find Veea’s

securities less attractive as a result of its reliance on these exemptions, the trading prices of its securities may be lower than they

otherwise would be, there may be a less active trading market for its securities and the trading prices of its securities may be more

a publicly traded company, Veea will incur significant legal, accounting, and other expenses, particularly after it is no longer an “emerging

growth company.” In addition, new and changing laws, regulations, and standards relating to corporate governance and public disclosure,

including changing regulations of the SEC and Nasdaq, have created uncertainty for public companies and have increased the costs and

the time that Veea’s Board and management must devote to compliance.

Furthermore, the need to establish the corporate infrastructure

demanded of a public company may divert Veea’s management’s attention from implementing its growth strategy, which could

negatively affect Veea’s business, results of operations, and financial condition.

is an “emerging growth company” and a “smaller reporting company” within the meaning of the Securities Act, and

if Veea takes advantage of certain exemptions from disclosure requirements available to “emerging growth companies” or “smaller

reporting companies,” this could make its securities less attractive to investors and may make it more difficult to compare its

performance with other public companies.

Veea is an “emerging growth company” within the meaning

of the Securities Act, as modified by the JOBS Act, and Veea 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations

regarding executive compensation in Veea’s periodic reports and proxy statements, and exemptions from the requirements of holding

a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

As a result, Veea’s shareholders may not have access to certain information they may deem important.

Veea could be an emerging growth

company for up to five years, although circumstances could cause it to lose that status earlier, including if Veea’s annual revenue

exceeds $1.235 billion or the market value of the common stock held by non-affiliates exceeds $700 million as of any June 30 before that

time, in which case Veea would no longer be an emerging growth company as of the following December 31.

Veea cannot predict whether investors

will find its securities less attractive because Veea will rely on these exemptions.

If some investors find Veea’s securities less

attractive as a result of its reliance on these exemptions, the trading prices of its securities may be lower than they otherwise would

be, there may be a less active trading market for its securities and the trading prices of its securities may be more volatile.

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting

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the potential differences in accounting standards used.

Additionally,

Veea is a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K.

Smaller reporting companies may take

advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.

Veea will remain a smaller reporting company until the last day of the fiscal year in which (i) the market value of the Common Stock

held by non-affiliates exceeds $250 million as of the prior June 30, or (ii) its annual revenues exceeded $100 million during such completed

fiscal year and the market value of the Common Stock held by non-affiliates exceeds $700 million as of the prior June 30.

To the extent

Veea takes advantage of such reduced disclosure obligations, it may also make comparison of its financial statements with other public

companies difficult or impossible.

significant portion of Veea’s total outstanding shares are restricted from immediate resale but may be sold into the market in

the near future.

This could cause the market price of the Common Stock to drop significantly, even if Veea’s business is doing

Additionally, Veea is a “smaller

reporting company” as defined in Item 10(f)(1) of Regulation S-K.

Smaller reporting companies may take advantage of certain reduced

disclosure obligations, including, among other things, providing only two years of audited financial statements.

Veea will remain a smaller

reporting company until the last day of the fiscal year in which (i) the market value of the common stock held by non-affiliates exceeds

$250 million as of the prior June 30, or (ii) its annual revenues exceeded $100 million during such completed fiscal year and the market

value of the common stock held by non-affiliates exceeds $700 million as of the prior June 30.

To the extent Veea takes advantage of

such reduced disclosure obligations, it may also make comparison of its financial statements with other public companies difficult or

significant portion of Veea’s total outstanding shares may be sold into the market at any time.

This could cause the market price

of the common stock to drop significantly, even if Veea’s business is doing well.

of a substantial number of shares of Veea’s common stock in the public market could occur at any time.

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in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of the common stock.

the Plum Sponsor and certain of Veea’s stockholders are subject to certain restrictions regarding the transfer of the Common Stock,

these shares may be sold after the expiration or early termination of the respective applicable lock-ups under the Lock-Up Agreements.

Upon the effectiveness of this registration statement and as restrictions on resale end, the market price of the Common Stock could decline

if the holders of currently restricted shares sell them or are perceived by the market as intending to sell them.

the lock-up restrictions on the shares held by certain significant stockholders of Veea, including, without limitation, the directors

and officers of Veea, their affiliates, and certain former members of the Plum Sponsor, have expired, these securities may be sold at

Thus, the market price of the common stock could decline if such stockholders of Veea elect to sell them or are perceived by

the market as intending to sell them.

directors, executive officers and principal stockholders have substantial control over Veea, which could limit Veea’s ability to

influence the outcome of key transactions, including a change of control.

As of March 14, 2025, Veea’s

executive officers, directors and principal stockholders and their affiliates own 23,053,759 shares of Veea’s Common Stock, or approximately

38.75% of the outstanding shares of the Common Stock.

As a result, these stockholders will be able to exercise a significant level

of control over all matters requiring stockholder approval, including the election of directors and the approval of mergers, acquisitions

or other extraordinary transactions.

They may also have interests that differ from yours and may vote in a way with which you disagree

and which may be adverse to Veea’s interests.

This concentration of ownership may have the effect of delaying, preventing or deterring

a change of control of Veea, could deprive Veea’s stockholders of an opportunity to receive a premium for their common stock as

part of a sale of Veea and might ultimately affect the market price of the Common Stock.

exercised for Common Stock would increase the number of shares eligible for future resale in the public market and result in dilution

to its shareholders.

Warrants to purchase an aggregate of 11,640,544 shares of the Common Stock are exercisable in accordance with the terms of the Warrant

The exercise price of these Warrants is $11.50 per share.

To the extent such Warrants are exercised, additional shares of

the Common Stock will be issued, which will result in dilution to the holders of the Common Stock and increase the number of shares eligible

for resale in the public market.

Sales of substantial numbers of such shares in the public market or the fact that such Warrants may

be exercised could adversely affect the prevailing market prices of the Common Stock.

However, there is no guarantee that the Warrants

will ever be in the money prior to their expiration, and as such, the Warrants may expire worthless.

See “ - The terms of the

Warrants may be amended in a manner adverse to a holder if holders of at least 50% of the then outstanding Public Warrants approve of

such amendment .”

terms of the Warrants may be amended in a manner adverse to a holder if holders of at least 50% of the then outstanding Public Warrants

approve of such amendment.

Public Warrants were issued in registered form under a Warrant Agreement between Transfer Agent, as warrant agent, and Plum.

Agreement provides that the terms of the Warrants may be amended without the consent of any holder to cure any ambiguity or correct any

defective provision or correct any mistake but requires the approval by the holders of at least 50% of the then-outstanding Public Warrants

to make any change that adversely affects the interests of the registered holders of Public Warrants.

Accordingly, the Company may amend

the terms of the Public Warrants in a manner adverse to a holder if holders of at least 50% of the then-outstanding Public Warrants approve

of such amendment and, solely with respect to any amendment to the terms of the Private Placement Warrants or any provision of the Warrant

Agreement with respect to the Private Placement Warrants, 50% of the number of the then outstanding Private Placement Warrants.

the Company’s ability to amend the terms of the Public Warrants with the consent of at least 50% of the then-outstanding Public

Warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the Warrants,

convert the Warrants into cash, shorten the exercise period or decrease the number of shares of the Common Stock purchasable upon exercise

of a Warrant.

As of March 31, 2026, Veea’s executive officers, directors and

principal stockholders and their affiliates beneficially own approximately 25,448,183 shares of Veea’s common stock (excluding the

convertible securities held by the officers, directors, principal stockholders

and their affiliates), or approximately 51.4% of the outstanding shares of the

common stock.

As a result, these stockholders will be able to exercise a significant level of control over all matters requiring

stockholder approval, including the election of directors and the approval of mergers, acquisitions or other extraordinary transactions.

They may also have interests that differ from yours and may vote in a way with which you disagree and which may be adverse to Veea’s

This concentration of ownership may have the effect of delaying, preventing or deterring a change of control of Veea, could

deprive Veea’s stockholders of an opportunity to receive a premium for their common stock as part of a sale of Veea and might ultimately

affect the market price of the common stock.

exercised for Veea’s common stock would increase the number of shares eligible for future resale in the public market and result

in dilution to its stockholders.

Outstanding warrants, including the NLabs 2026 Warrants, White Lion

Warrants, 2025 Investor Warrants, public warrants, SPAC Private Placement Warrants and Assumed Warrants, to purchase an aggregate of approximately

55,530,532 shares of the common stock are exercisable.

To the extent such warrants are exercised, additional shares of the common stock

will be issued, which will result in dilution to the holders of the common stock and increase the number of shares eligible for resale

in the public market.

Sales of substantial numbers of such shares in the public market or the fact that such warrants may be exercised

could adversely affect the prevailing market prices of the common stock.

However, there is no guarantee that certain warrants will ever

be in the money prior to their expiration, and as such, the warrants may expire worthless.

See “ - The terms of the public warrants

may be amended in a manner adverse to a holder if holders of at least 50% of the then outstanding public warrants approve of such amendment .”

Our Chairman of the board of directors

and Chief Executive Officer, Allen Salmasi, beneficially owns representing approximately 73.7% of the voting power of our outstanding share

capital as of the date of this Annual Report;

therefore, Mr.

Salmasi has significant influence over all corporate matters for which stockholder

approval is required which can result in a conflict of interest.

Allen Salmasi, our Chairman of the board of directors and Chief Executive

Officer, beneficially owns 71,332,151 shares of common stock (including the shares issued or issuable upon conversion or exercise of options,

warrants and Series A Preferred held by Mr.

Salmasi’s affiliates) representing approximately 70.9% of the voting power of our outstanding

share capital as of the date of this Annual Report.

The Company has engaged in transactions and may engage in transactions with affiliated

companies, including Mr.

Salmasi and his affiliates.

Related party transactions can create the possibility of conflicts of interest with

regard to the Company’s management.

Such a conflict could cause an individual in the Company’s management to seek to advance

his or her economic interests above the Company’s.

Further, the appearance of conflicts of interest created by related party transactions

could impair the confidence of the Company’s investors.

The transactions between the Company, Mr.

Salmasi, and other entities

controlled by Mr.

Salmasi may raise potential conflicts of interest and could result in business arrangements that are not as favorable

to the Company as those with unrelated third parties.

In particular, Mr.

Salmasi has significant influence over the Company’s operations

and the interests of Mr.

Salmasi may conflict with the Company’s interests.

These conflicts of interest could arise in situations

where the Company’s business needs and Mr.

Salmasi’s personal or other business interests diverge.

If any such conflicts arise,

they could harm the Company’s business or reputation, lead to regulatory scrutiny, or result in adverse financial or operational

consequences.

Salmasi could have significant influence on determining the outcome of any corporate transaction or other matter submitted

to the shareholders for approval, including mergers, consolidations, the election of directors and other significant corporate actions.

In cases where his interests are aligned, he will also have the power to prevent or cause a change in control.

Without the consent of

Salmasi, we may be prevented from entering into transactions that could be beneficial to us or our minority shareholders.

information regarding our beneficial owners and their affiliated entities, see “ Item 12.

Security Ownership of Certain Beneficial

Owners and Management and Related Stockholder Matters.

terms of the public warrants may be amended in a manner adverse to a holder if holders of at least 50% of the then outstanding public

warrants approve of such amendment.

The public warrants were issued in registered form under a Warrant

Agreement between Transfer Agent, as warrant agent, and Plum.

The Warrant Agreement provides that the terms of the public warrants may

be amended without the consent of any holder to cure any ambiguity or correct any defective provision or correct any mistake but requires

the approval by the holders of at least 50% of the then-outstanding public warrants to make any change that adversely affects the interests

of the registered holders of public warrants.

Accordingly, the Company may amend the terms of the public warrants in a manner adverse

to a holder if holders of at least 50% of the then-outstanding public warrants approve of such amendment and, solely with respect to any

amendment to the terms of the SPAC Private Placement Warrants or any provision of the Warrant Agreement with respect to the SPAC Private

Placement Warrants, 50% of the number of the then outstanding SPAC Private Placement Warrants.

Although the Company’s ability to

amend the terms of the public warrants with the consent of at least 50% of the then-outstanding public warrants is unlimited, examples

of such amendments could be amendments to, among other things, increase the exercise price of the public warrants and SPAC Private Placement

Warrants, convert such warrants into cash, shorten the exercise period or decrease the number of shares of the common stock purchasable

upon exercise of such warrants.

may redeem a public warrant holder’s unexpired public warrants prior to their exercise at a time that may be disadvantageous to

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at a price of $0.01 per warrant, provided that the last reported sales price of the 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 on the third trading day prior to the date Veea sends the notice of redemption to the Public Warrant holders.

If and when the Public Warrants become redeemable by Veea, Veea may exercise its redemption right even if Veea is unable to register

or qualify the underlying securities for sale under all applicable state securities laws.

Redemption of the outstanding Public Warrants

could force a Public Warrant holder to:

(i) exercise its Public Warrants and pay the exercise price at a time when it may be disadvantageous

for such Public Warrant holder to do so;

(ii) sell its Public Warrants at the then-current market price when a warrant holder might otherwise

wish to hold its Warrants;

or (iii) accept the nominal redemption price which, at the time the outstanding Public Warrants are called

for redemption, is likely to be substantially less than the market value of a Public Warrant holder’s Public Warrants.

the Private Placement Warrants will be redeemable by Veea so long as they are held by their initial purchasers or their permitted transferees.

adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a public warrant) for any 20 trading-days

within a 30 trading-day period ending on the third trading day prior to the date Veea sends the notice of redemption to the public warrant

If and when the public warrants become redeemable by Veea, Veea may exercise its redemption right even if Veea is unable to

Redemption of the outstanding public

warrants could force a public warrant holder to:

(i) exercise its public warrants and pay the exercise price at a time when it may be

disadvantageous for such public warrant holder to do so;

(ii) sell its public warrants at the then-current market price when a warrant

holder might otherwise wish to hold its warrants;

or (iii) accept the nominal redemption price which, at the time the outstanding public

warrants are called for redemption, is likely to be substantially less than the market value of a public warrant holder’s public

None of the SPAC Private Placement Warrants will be redeemable by Veea so long as they are held by their initial purchasers

or their permitted transferees.

value received upon exercise of the public warrants (1) may be less than the value the holders would have received if they had exercised

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warrant holder were to exercise such public warrants for cash .

Warrant Agreement provides that in the following circumstances holders of Warrants who seek to exercise their Public Warrants will not

be permitted to do so for cash and will, instead, be required to do so on a cashless basis in accordance with Section 3(a)(9) of the

Securities Act:

(i) if the Common Stock issuable upon exercise of the Public Warrants are not registered under the Securities Act in

accordance with the terms of the Warrant Agreement;

Warrant Agreement provides that in the following circumstances holders of the public warrant who seek to exercise their warrants will

not be permitted to do so for cash and will, instead, be required to do so on a cashless basis in accordance with Section 3(a)(9) of

the Securities Act:

(i) if the common stock issuable upon exercise of the public warrants are not registered under the Securities Act

in accordance with the terms of the Warrant Agreement;

(ii) if Veea has so elected and the common stock are at the time of any exercise

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of the common stock from such exercise than if you were to exercise such public warrants for cash.

can be no assurance that the Public Warrants will be in the money at the time they become exercisable, and they may expire worthless.

can be no assurance that the public warrant will be in the money at the time they become exercisable, and they may expire worthless.

exercise price for the outstanding public warrants is $11.50 per share.

There can be no assurance that such public warrants will be in

the money following the time they become exercisable and prior to their expiration, and as such, the Public Warrants may expire worthless.

the money prior to their expiration, and as such, the public warrants may expire worthless.

Warrant Agreement designates the courts of the State of New York or the United States District Court for the Southern District of New

York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of its Warrants, which

could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with Plum.

Agreement provides that, subject to applicable law, (i) any action, proceeding or claim against Plum arising out of or relating in any

way to the Warrant Agreement, including under the Securities Act, will be brought and enforced in the courts of the State of New York

or the United States District Court for the Southern District of New York, and (ii) that Plum irrevocably submits to such jurisdiction,

which jurisdiction shall be the exclusive forum for any such action, proceeding or claim.

Plum will waive any objection to such exclusive

jurisdiction and that such courts represent an inconvenient forum.

York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of its public warrants

and SPAC Private Placement Warrants, which could limit the ability of such warrant holders to obtain a favorable judicial forum for disputes

with the Company.

Agreement provides that, subject to applicable law, (i) any action, proceeding or claim against the Company arising out of or relating

in any way to the Warrant Agreement, including under the Securities Act, will be brought and enforced in the courts of the State of New

York or the United States District Court for the Southern District of New York, and (ii) that the Company irrevocably submits to such

jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim.

The Company will waive any objection

to such exclusive jurisdiction and that such courts represent an inconvenient forum.

Notwithstanding

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the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive

Any person or entity purchasing or otherwise acquiring any interest in any of its Warrants shall be deemed to have notice of and

to have consented to the forum provisions in its Warrant Agreement.

If any action, the subject matter of which is within the scope of

the forum provisions of the Warrant Agreement, is filed in a court other than a court of the State of New York or the United States District

Court for the Southern District of New York (a “ Foreign Action ”) in the name of any holder of Warrants, such

holder shall be deemed to have consented to:

(x) the personal jurisdiction of the state and federal courts located in the State of New

York in connection with any action brought in any such court to enforce the forum provisions (an “ Enforcement Action ”),

and (y) having service of process made upon such Warrant holder in any such enforcement action by service upon such Warrant holder’s

counsel in the foreign action as agent for such Warrant holder.

Any person or entity purchasing or otherwise acquiring any interest in any of its public warrants and SPAC Private Placement Warrants

shall be deemed to have notice of and to have consented to the forum provisions in its Warrant Agreement.

If any action, the subject

matter of which is within the scope of the forum provisions of the Warrant Agreement, is filed in a court other than a court of the State

of New York or the United States District Court for the Southern District of New York (a “ Foreign Action ”) in the

name of any holder of such warrants, such holder shall be deemed to have consented to:

(x) the personal jurisdiction of the state and

federal courts located in the State of New York in connection with any action brought in any such court to enforce the forum provisions

(an “ Enforcement Action ”), and (y) having service of process made upon such warrant holder in any such enforcement

action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.

choice-of-forum provision may limit a warrant holder’s ability to bring a claim in a judicial forum that it finds favorable for

disputes with Plum’s, which may discourage such lawsuits.

disputes with the Company’s, which may discourage such lawsuits.

Alternatively, if a court were to find this provision of the Warrant

Agreement inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, Plum may incur

additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect its business,

financial condition and results of operations and result in a diversion of the time and resources of its management and board of directors.

active, liquid trading market for Veea’s securities may not develop, which may limit your ability to sell such securities.

active trading market for the Common Stock and the Warrants may never develop or be sustained.

A public trading market having the desirable

characteristics of depth, liquidity and orderliness depends upon the existence of willing buyers and sellers at any given time, such

existence being dependent upon the individual decisions of buyers and sellers over which neither we nor any market maker has control.

The failure of an active and liquid trading market to develop and continue would likely have a material adverse effect on the value of

the Common Stock and the Warrants.

Agreement inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, the Company may

incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect its

business, financial condition and results of operations and result in a diversion of the time and resources of its management and board

of directors.

An active, liquid trading market for Veea’s

securities may not be sustained, which may limit your ability to sell such securities.

An active trading market for the Listed Securities may not be sustained.

A public trading market having the desirable characteristics of depth, liquidity and orderliness depends upon the existence of willing

buyers and sellers at any given time, such existence being dependent upon the individual decisions of buyers and sellers over which neither

we nor any market maker has control.

The failure of an active and liquid trading market to continue would likely have a material adverse

effect on the value of the Listed Securities and private warrants.

published by analysts, including projections in those reports that differ from Veea’s actual results, could adversely affect the

price and trading volume of its common shares.

price and trading volume of its shares of common stock.

research analysts may establish and publish their own periodic projections for Veea.

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commence coverage of Veea, the market price and volume for the common stock could be adversely affected.

addition, fluctuations in the price of Veea’s securities could contribute to the loss of all or part of your investment.

to the Business Combination, there was no public market for the stock of Veea.

The trading price of Veea’s securities could be

volatile and subject to wide fluctuations in response to various factors, some of which are beyond Veea’s control.

Any of the factors

listed below could have a material adverse effect on Veea’s securities and Veea’s securities may trade at prices significantly

below the price you paid for them.

In such circumstances, the trading price of the Combined Company securities may not recover and may

experience a further decline.

In addition, fluctuations in the price of Veea’s securities could

contribute to the loss of all or part of your investment.

The trading price of Veea’s securities could be volatile and subject to

wide fluctuations in response to various factors, some of which are beyond Veea’s control.

Any of the factors listed below could

have a material adverse effect on Veea’s securities and Veea’s securities may trade at prices significantly below the price

you paid for them.

In such circumstances, the trading price of our securities may not recover and may experience a further decline.

affecting the trading price of Veea’s securities may include:

actual or anticipated fluctuations

in our financial results or the financial results of companies perceived to be similar to Veea;

changes in the market’s

expectations about Veea’s operating results;

success of Veea’s

operating results failing

to meet the expectations of securities analysts or investors in a particular period;

changes in financial estimates

and recommendations by securities analysts concerning Veea or the industry in which Veea operates in general;

operating and stock price

performance of other companies that investors deem comparable to Veea;

changes in laws and regulations

affecting Veea’s business;

commencement of, or involvement

in, litigation involving Veea;

changes in Veea’s

capital structure, such as future issuances of securities or the incurrence of debt;

the volume of shares of

the Common Stock available for public sale;

any major change in the

Board or management;

sales of substantial amounts

of the Common Stock by its directors, executive officers or significant stockholders or the perception that such sales could occur;

general economic and political

conditions such as recessions, interest rates, fuel prices, international currency fluctuations and acts of war or terrorism.

or anticipated fluctuations in our financial results or the financial results of companies

perceived to be similar to Veea;

in the market’s expectations about Veea’s operating results;

of Veea’s competitors;

results failing to meet the expectations of securities analysts or investors in a particular

in financial estimates and recommendations by securities analysts concerning Veea or the

industry in which Veea operates in general;

and stock price performance of other companies that investors deem comparable to Veea;

in laws and regulations affecting Veea’s business;

● commencement

of, or involvement in, litigation involving Veea;

in Veea’s capital structure, such as future issuances of securities or the incurrence

volume of shares of the common stock available for public sale;

major change in the Board or management;

of substantial amounts of the common stock by its directors, executive officers or significant

stockholders or the perception that such sales could occur;

economic and political conditions such as recessions, interest rates, fuel prices, international

currency fluctuations and acts of war or terrorism.

market and industry factors may materially harm the market price of Veea’s securities irrespective of its operating performance.

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to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable.

Governing Documents and the Delaware General Corporation Law (“DGCL”) contain provisions that could have the

effect of rendering more difficult, delaying, or preventing an acquisition deemed undesirable by the Board and therefore depress the

trading price of the Common Stock.

These provisions could also make it difficult for stockholders to take certain actions, including

electing directors who are not nominated by the current members of the Board or taking other corporate actions, including effecting changes

in Veea’s management.

Among other things, the Governing Documents include provisions regarding:

providing for a classified

board of directors with staggered, three-year terms;

the ability of the Board

to issue shares of preferred stock, including “blank check” preferred stock and to determine the price and other terms

of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute

Governing Documents and the Delaware General Corporation Law (“ DGCL ”) contain provisions that could have the effect

of rendering more difficult, delaying, or preventing an acquisition deemed undesirable by the Board and therefore depress the trading

price of the common stock.

These provisions could also make it difficult for stockholders to take certain actions, including electing

directors who are not nominated by the current members of the Board or taking other corporate actions, including effecting changes in

Veea’s management.

Among other things, the Charter and Bylaws include provisions regarding:

for a classified board of directors with staggered, three-year terms;

ability of the Board to issue shares of preferred stock, including “blank check”

preferred stock and to determine the price and other terms of those shares, including preferences

and voting rights, without stockholder approval, which could be used to significantly dilute

the ownership of a hostile acquirer;

Veea’s Charter prohibits

cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates;

the limitation of the liability

of, and the indemnification of, Veea’s directors and officers;

removal of the ability

of the stockholders to take action by written consent in lieu of a meeting;

the requirement that a

special meeting of stockholders may be called only by or at the direction of the Board, the chairperson of the Board or the chief

executive officer of Veea, which could delay the ability of stockholders to force consideration of a proposal or to take action,

Charter prohibits cumulative voting in the election of directors, which limits the ability

of minority stockholders to elect director candidates;

limitation of the liability of, and the indemnification of, Veea’s directors and officers;

of the ability of the stockholders to take action by written consent in lieu of a meeting;

requirement that a special meeting of stockholders may be called only by or at the direction

of the Board, the chairperson of the Board or the chief executive officer of Veea, which

could delay the ability of stockholders to force consideration of a proposal or to take action,

including the removal of directors;

controlling the procedures

for the conduct and scheduling of board of directors and stockholder meetings;

the ability of the Board

to amend the bylaws, which may allow the Board to take additional actions to prevent an unsolicited takeover and inhibit the ability

of an acquirer to amend the bylaws to facilitate an unsolicited takeover attempt;

advance notice procedures

with which stockholders must comply to nominate candidates to the Board or to propose matters to be acted upon at a stockholders’

meeting, which could preclude stockholders from bringing matters before annual or special meetings of stockholders and delay changes

in the Board and also may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s

own slate of directors or otherwise attempting to obtain control of Veea.

● controlling

the procedures for the conduct and scheduling of board of directors and stockholder meetings;

ability of the Board to amend the Bylaws, which may allow the Board to take additional actions

to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend the Bylaws

to facilitate an unsolicited takeover attempt;

notice procedures with which stockholders must comply to nominate candidates to the Board

or to propose matters to be acted upon at a stockholders’ meeting, which could preclude

stockholders from bringing matters before annual or special meetings of stockholders and

delay changes in the Board and also may discourage or deter a potential acquirer from conducting

a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise

attempting to obtain control of Veea.

provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in the Board or management.

44 unchanged sentences

This indemnification policy could result in substantial expenditures by Veea that we will be unable to recoup.

will require additional capital funding, the receipt of which may impair the value of our common stock.

future capital requirements depend on many factors, including our research, development, sales and marketing activities.

If we continue

to generate operating losses, we may need to raise additional capital through public or private equity or debt offerings or through arrangements

with strategic partners or other sources in order to continue to develop our products and services.

There can be no assurance that additional

capital will be available when needed or on terms satisfactory to us, if at all.

To the extent we raise additional capital by issuing

equity securities, our stockholders may experience substantial dilution and the new equity securities may have greater rights, preferences

or privileges than our existing common stock.

do not intend to pay dividends in the foreseeable future.

have never paid cash dividends on our common stock and currently do not plan to pay any cash dividends in the foreseeable future.

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 1A. Risk Factors