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Item 9A. Controls and Procedures

2026-04-15 compared with 2025-04-15 · 1980 added, 1840 removed, 866 unchanged (82% of the section changed)

CONTROLS AND PROCEDURES

controls and procedures.

of Disclosure Controls and Procedures

Our management, with the participation

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

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

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

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

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

In accordance with Rules

13a-15(b) and 15d-15(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we, under the supervision

and with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness

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

Act) as of the end of the period covered by this Annual Report on Form 10-K.

Based on the foregoing, our Chief Executive Officer and Chief

Financial Officer concluded that our disclosure controls and procedures were (a) designed to ensure that the information we are required

to disclose in our reports under the Exchange Act is recorded, processed and reported in an accurate manner and on a timely basis and

the information that we are required to disclose in our Exchange Act reports is accumulated and communicated to management to permit timely

decisions with respect to required disclosure and (b) operating in an effective manner.

Report on Internal Controls over Financial Reporting

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

Combination on September 13, 2024.

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

I, was a special purpose

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

or similar business combination with one or more businesses.

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

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

I’s operations prior to the Business Combination

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

As a result, management was unable, without

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

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

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

Our management is responsible for establishing and maintaining adequate

internal control over financial reporting.

As defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, internal control over financial

reporting is a process designed by, or under the supervision of, our principal executive and principal financial officers, or persons

performing similar functions, and effected by our Board of Directors, management, and other personnel, to provide reasonable assurance

regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with

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

to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and our dispositions of assets;

reasonable assurance that our transactions are recorded as necessary to permit preparation of financial statements in accordance with

GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and Board of

reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could

have a material effect on the financial statements.

of its inherent limitations, a system of internal control over financial reporting can provide only reasonable assurance with respect

to financial statement preparation and presentation and may not prevent or detect misstatements.

Also, projections of any evaluation

of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that

the degree of compliance with the policies or procedures may deteriorate.

connection with the preparation of our Form 10-K, our management assessed the effectiveness of our internal control over financial reporting

as of December 31, 2025.

In making that assessment, management used the criteria based on the framework set forth in Internal Control-Integrated

Framework 2013 issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

Based on its assessment, our management concluded that, as of December

31, 2025, our internal control over financial reporting was effective.

rules of the SEC do not require, and this Annual Report does not include an attestation report of our independent registered public

accounting firm regarding internal control over financial reporting.

in Internal Control over Financial Reporting

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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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

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

The following also includes certain

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

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

following table sets forth the name and age as of March 31, 2026, and position of the individuals who currently serve as

directors and executive officers of the Company.

The following also includes certain information regarding the individual experience,

qualifications, attributes and skills of our directors and executive officers as well as brief statements of those aspects of our directors’

backgrounds that led us to conclude that they are qualified to serve as directors.

of the date of this Annual Report, our officers and directors are as follows:

Allen Salmasi

Chief Executive Officer,

Chairman of the Board

Chief Operating Officer

and Interim Chief Financial Officer

Chairman of the Board, Class III Director

Executive Vice President

and Chief Operating Officer

Senior Vice President and

Chief Financial Officer

Chief Commercial Officer

Michael Salmasi

Chief Executive Officer

of Veea Solutions Inc., Director

Chief Commercial Officer

Non-Employee Directors

Douglas Maine

of Veea Solutions Inc., Class I Director

Helder Antunes

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

Executive Vice President,

Chief Revenue Officer, Class II Director

Douglas Maine

Class II Director

Class III Director

Class II Director

Class I Director

Smith will be resigning as Executive Vice President and

Chief Operating Officer as of April 30, 2026.

Salmasi is the Chairman and Class III director of the Board and CEO at Veea.

Prior to co-founding Veea in 2014, Mr.

Salmasi was the Chairman, Chief Executive

Officer and President of NextWave Telecom Inc.

was the Chairman, Chief Executive Officer and President of NextWave Telecom Inc.

and its spin-off, NextWave Wireless Inc.

(“ NextWave ”), a San

Diego-based company that he founded in 1996.

(“ NextWave ”),

a San Diego-based company that he founded in 1996.

In partnership with MCI Communications Corporation, NextWave developed and substantially

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NextWave Wireless was acquired by AT&T in 2013.

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

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

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

for Android devices.

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

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

with Northrop Grumman.

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

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

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

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

Prior to Qualcomm, from 1983 to 1988, Mr.

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

which developed and launched OmniTRACS product and services in 1985.

As the first large scale commercial application of spread spectrum

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

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

Omninet entered into a contract with Qualcomm, immediately

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

He holds two Bachelor of Science degrees

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

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

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

In 2012, prior to AT&T acquisition, PacketVideo Inc., a wholly owned subsidiary

of NextWave, was sold to NTT DoCoMo and IPWireless Inc., another wholly owned subsidiary of NextWave, which was spun-off in 2008, was

acquired by General Dynamics.

NextWave, PacketVideo Inc.

and IP Wireless, also pioneered several products and technologies that

were acquired at various times such as an all IP-based packet-switched wireless broadband network equipment and devices based on TD-CDMA

and OFDMA waveforms (4G/5G) as well as mobile media and streaming software platform that was adopted by Google for Android devices.

2000s, its TD-CDMA was deployed in Eastern Europe as a “wireless Internet” network by Deutsche Telekom and in New York metro

area, with an upgrade to 4G LTE as a public safety network after 9/11 (“ NYCWiN ”) with Northrop Grumman.

1988, at Qualcomm Incorporated, he served in various positions as the first President of its wireless business division (QCT), Chief

Strategy Officer and a member of the Board of Directors, where he initiated and led the business development activities for the first

digital cellular products, including its chipset and handset developments and production, based on Code Division Multiple Access (“ CDMA ”)

technology, which became the first global wireless standard as 3G and gave birth to smartphones.

Prior to Qualcomm, from 1983 to 1988,

Salmasi was the Chief Executive Officer and President of Omninet Corporation, which developed and launched OmniTRACS product and

services in 1985.

As the first large scale commercial application of spread spectrum communications incorporating CDMA, OmniTRACS became

the world’s first and largest commercial terrestrial mobile satellite communications service for two-way messaging, SCADA (IoT)

and position reporting service.

Omninet entered into a contract with Qualcomm, immediately after its formation in 1985, to manufacture

OmniTRACS and then merged with Qualcomm in 1988.

From 1979 to 1984, Mr.

Salmasi was employed by the National Aeronautics and Space Administration

(NASA) at Jet Propulsion Laboratory (JPL).

He holds two Bachelor of Science degrees with honors in Electrical Engineering and Business

Management and Economics from Purdue University and two Master of Science degrees in Electrical Engineering and Applied Mathematics from

Purdue University and the University of Southern California, respectively.

Salmasi is the Company’s founder and was selected

to serve on our Board due to his industry experience, entrepreneurship and deep knowledge about the Company.

Smith is our Executive Vice President and Chief Operating Officer.

Smith joined Veea in 2018.

From February 2014 to

June 2018, Ms.

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

Smith served as our

Interim Chief Financial Officer from September 2024 through July 2025.

From February 2014 to June 2018, Ms.

Smith was Chief Administrative

Officer of NLabs.

Prior to joining NLabs, Ms.

Smith was SVP,

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

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

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

Smith was SVP, Chief Risk Officer and Head of Governmental Affairs for Overseas Shipholding

Group, Inc., formerly the largest NYSE-listed crude oil and petroleum product transportation company, where she was responsible for the

enterprise risk management function, and for establishing and executing its legislative agenda, including management of the firm’s

“PAC” and supervising outside lobbyists.

Prior to OSG, Ms.

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

corporate finance and securities law transactions.

Smith was a corporate partner in the New York office of global

law firm Proskauer Rose where her practice focused on mergers and acquisitions, corporate finance and securities law transactions.

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

Tubinis is our Chief Commercial Officer.

Stephenson is our Senior Vice President and Chief Financial Officer and previously served as the Company’s Chief Strategy

Officer and Senior Vice President of Finance.

Stephenson joined Veea in May 2025.

He is an investment banking, strategy and corporate

finance professional with over 25 years of experience in mergers, acquisitions, restructuring, sale of companies, private capital placements,

strategic planning and corporate development.

Prior to joining Veea, from 2023 to 2025 Mr.

Stephenson was the Chief Executive Officer

and Head of Investment Banking for FE Capital Markets, LLC, a technology investment banking firm, and from 2020 to 2023 he was a Managing

Director with GLC Securities LLC, a restructuring and investment banking firm.

Stephenson has additional investment banking experience

at Deutsche Bank Securities, JPMorgan Chase Securities, Jefferies & Company, Merrill Lynch, and Duff & Phelps Securities.

has closed over 300 M&A and corporate financing transactions in 20 countries valued at more than $70 billion and has been an Independent

Director and Chair of the Audit Committee for a NASDAQ listed company.

Stephenson received his M.B.A.

from Harvard Business School,

(with honors) from Boston College Law School, and his B.A.

from the University of Michigan.

Stephenson is admitted to practice

law in New York.

Tubinis is our Senior Vice President and Chief Commercial Officer.

Tubinis joined Veea in 2020.

He is a seasoned technology executive recognized

for building and managing global product and services organizations.

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

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

and strategic planning and partnering over his career.

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

software, from October 2016 to January 2019;

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

2016 to 2020;

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

Since 2022, he has

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

At Alcatel-Lucent (via acquisition

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

Tubinis enjoys working with

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

Tubinis holds an MSEE/Computer Engineering and Communications

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

Salmasi serves as a member of the Board.

He is a seasoned technology

executive recognized for building and managing global product and services organizations.

He has broad experience in virtualized and

cloud-based fixed and mobile service delivery (voice, video, data and IoT), and has worked in engineering management, product management,

business development, and strategic planning and partnering over his career.

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

supplier of video delivery software, from October 2016 to January 2019;

as the Chairman of the Board of Airfusion, a private AI driven

data analytics company, from 2016 to 2020;

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

Since 2024, he has served as an advisor of zTouch, LLC, a private AI based network optimization and automation company.

At Alcatel-Lucent

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

Tubinis enjoys

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

Tubinis holds an MSEE/Computer Engineering

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

Salmasi serves as a Class I director of the Board.

Michael Salmasi is a co-founder of Veea Inc.

and has served on its board of directors since

its inception.

and has served on its board

of directors since its inception.

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

In this role, Mr.

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

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

Prior to co-founding Veea Inc.,

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

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

co-founding Veea Inc., Mr.

Salmasi worked at UBS Financial Services from 2009 to 2012.

Salmasi holds a Master of Business Administration from

New York University Stern School of Business.

Maine serves as a member of the Board.

Salmasi holds a Master of Business

Administration from New York University Stern School of Business.

Salmasi is a co-founder of the Company and was selected to serve

on our Board due to his industry experience and deep knowledge about the Company.

Maine serves as a Class II director of the Board.

Maine joined International Business Machines Corporation (“ IBM ”)

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Maine is also a Columbia Business School Executive in Residence.

Roy serves as a member of the Board.

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

investment banker, public company executive, and growth investor.

was selected to serve on our Board due to his industry experience and public company background.

Roy serves as Class III director of the Board.

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

as a technology investment banker, public company executive, and growth investor.

From 2014 to 2019, Mr.

Roy helped leading Software and Internet companies

with mergers and acquisitions (M&A) and capital markets transactions.

Roy also served as the Global Head of Tech M&A Origination

for Morgan Stanley, where he was responsible for initiating large, industry-transforming mergers, helping clients take a long-term view

of the competitive landscape and implementing winning M&A playbooks to maximize shareholder value.

Roy helped leading Software

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

Roy also served as the Global Head

of Tech M&A Origination for Morgan Stanley, where he was responsible for initiating large, industry-transforming mergers, helping

clients take a long-term view of the competitive landscape and implementing winning M&A playbooks to maximize shareholder value.

Over his career, Mr.

Roy has participated

in over $100 billion of M&A transactions.

Most recently, from 2019 to 2020, he was Global CFO at SmartNews, a multi-billion-dollar

private AI company with over 20 million monthly average users and led the strategic finance and growth of a rapidly growing company across

multiple geographies.

Roy started his career as a software engineer at two software startups, both of which were acquired by larger

public companies, and also worked in executive strategy roles at IBM.

Roy is also President, Chief Executive Officer, Secretary,

Treasurer, and board member of Plum Acquisition Corp.

III, a special purpose acquisition company traded on Nasdaq.

Roy holds an undergraduate

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

Black serves as a member of the Board.

Black founded Surfspray Capital, LLC in 2017 through which he has advised over

a dozen companies including Looker Data Sciences where he served on the Board and was Chair of the Audit Committee (acquired by Google

Bill.com Holdings (2019 IPO), HashiCorp (2021 IPO), and private software companies including Intercom, Komodo Health, Mattermost,

Netlify, Nozomi Networks, and others.

He brings more than 35 years of experience as an executive leading public and private software

enterprises, including IPO experience as CFO at Zendesk (2014 IPO) and Openwave Systems (1999 IPO).

In between those companies, Mr.

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

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

Acquisition Corp.

He holds a Bachelor of Commerce and a Graduate Diploma in Public Accountancy degrees from McGill University in

Montreal, Canada, and serves on McGill’s Board of Advisors for the Western United States, co-chairing its Bursary Subcommittee.

Roy has participated in over $100 billion of M&A transactions.

Most recently, from 2019 to 2020, he was Global

CFO at SmartNews, a multi-billion-dollar private AI company with over 20 million monthly average users and led the strategic finance

and growth of a rapidly growing company across multiple geographies.

Roy started his career as a software engineer at two software

startups, both of which were acquired by larger public companies, and also worked in executive strategy roles at IBM.

also President, Chief Executive Officer, Secretary, Treasurer, and board member of Plum Acquisition Corp.

III, a special purpose acquisition

company traded on Nasdaq.

Roy holds an undergraduate degree in Electrical & Computer Engineering and an MBA from the Tuck School

of Business at Dartmouth.

Roy was selected to serve on our Board due to his public company background, significant investment experience

and background in a wide variety of industries.

Black serves as a Class II director of the Board.

Black founded Surfspray Capital, LLC in 2017 through which he has advised

over a dozen companies including Looker Data Sciences where he served on the Board and was Chair of the Audit Committee (acquired by

Google in 2019);

Bill.com Holdings (2019 IPO), HashiCorp (2021 IPO), and private software companies including Intercom, Komodo Health,

Mattermost, Netlify, Nozomi Networks, and others.

He brings more than 35 years of experience as an executive leading public and private

software enterprises, including IPO experience as CFO at Zendesk (2014 IPO) and Openwave Systems (1999 IPO).

In between those companies,

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

Black currently sits on the boards of Nextiva, Matillion,

and Plum Acquisition Corp.

He holds a Bachelors of Commerce and a Graduate Diploma in Public Accountancy degrees from McGill University

in Montreal, Canada, and serves on McGill’s Board of Advisors for the Western United States, co-chairing its Bursary Subcommittee.

Black is now retired from active membership in the Institute of Chartered Accountants of Ontario (Canada) and Society of Certified

Public Accountants (California), in which professional organizations he was a licensed member for over two decades.

Antunes serves as a member of the Board.

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

in Silicon Valley and around the world.

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

asset, people, and condition tracking across multiple industries.

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

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

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

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

A renowned expert in data security, Internet of Things

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

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

and has presented to the U.S.

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

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

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

Cohen serves as a member of the Board.

Black was selected

to serve on our Board due to his public company background, significant investment experience and background in a wide variety of industries.

Antunes serves as a Class II director of the Board and the Company’s Executive Vice President and Chief Revenue Officer.

Antunes is an entrepreneur, technologist, and executive with over 30 years of experience in Silicon Valley and around the world.

Until May 2025, Mr.

Antunes served as CEO of Crowdkeep, an Internet of Things (IoT) company specializing in asset, people, and condition

tracking across multiple industries.

From January 2019 to January 2024, Mr.

Antunes was the CEO of Cyvolve.

Antunes previously served

as a Cisco executive for over 20 years, crucial in leading corporate innovation and in the development of many of Cisco’s many

security products, such as IoS imbedded security, Cisco Virtual Office (CVO), and Dynamic Multipoint VPN, as well as leading projects

like Cisco Connected Car, founding the OpenFog Consortium, and developing the reference architecture for all things IoT.

A renowned expert

in data security, Internet of Things (IoT), fog computing, and disruptive innovation, Mr.

Antunes speaks at numerous conferences and

symposiums around the world every year and has presented to the U.S.

Congress, and the parliaments of countries like Norway and Portugal

on the topics of technology and innovation.

Antunes has also served as an advisor to the Government of Portugal and the Regional

Government of the Azores, counseling on the topics of stimulating high tech development, fostering investment environments, and promoting

science & technology education.

Antunes was selected to serve on our Board due to his background in a wide variety of industries

with a focus on IT.

Cohen serves as a Class I director of the Board.

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

currently serves on the Board of Trustees for Northwell Health.

Cohen has previously served on the President’s Council for

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

Cohen currently serves on the Board of Trustees for Northwell Health.

Cohen has previously served on the President’s Council

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

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

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

Cohen is independent as defined under the applicable

Nasdaq rules.

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

Cohen was selected to serve on our Board because

of his long-time global business experience and leadership experiences.

Relationships

Except for Allen Salmasi, our

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

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

Except for Allen Salmasi, our Chairman and Chief Executive Officer,

who is the father of Michael Salmasi, our director and Chief Executive Officer of our subsidiary, Veea Solutions, Inc., there are no family

relationships between any of the executive officers or directors of the Company.

or Officer Involvement in Certain Prior Legal Proceedings

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

Composition and Election of Directors

board of directors currently consists of seven members.

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

from time to time by our board of directors.

ten years, except that we are aware of several non-material claims alleging unpaid fees under ordinary course vendor or contractor agreements.

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

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the beneficial ownership of our common stock by each non-employee director.

Board of Directors

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

into three classes with staggered, three-year terms.

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

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

directors are divided among the three classes as follows:

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

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

expire at our annual meeting of stockholders in 2025, and

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

annual meeting of stockholders in 2026.

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

be changed only by resolution of the board of directors.

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

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

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

or a change in control of our company.

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

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

Leadership Structure

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

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

Rather, the Board has flexibility to annually choose the leadership

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

The Nominating

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

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

of the Board in Risk Oversight

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

The Board does not have a standing

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

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

For example, the Company’s

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

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

and the Company’s compensation

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

of the Board of Directors

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Governance Committee.

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

The composition of each committee is set forth below.

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

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bankers and others.

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

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

guidelines for selecting nominees are specified in the Nominating and Corporate Governance Committee Charter.

Committee Interlocks and Insider Participation

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

the Board in Risk Oversight/Risk Committee

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

The Board does not have a standing

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

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

For example, the Company’s

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

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

and the Company’s compensation

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

of Cybersecurity Risks

Company faces a number of risks, including cybersecurity risks and those other risks described under the section titled “Risk

Factors” included in this Annual Report.

The audit committee is responsible for overseeing the steps management has taken with

respect to cybersecurity risk exposure.

As part of this oversight, the audit committee will receive regular reports from management of

the Company on cybersecurity risk exposure and the actions management has taken to limit, monitor or control such exposures at its regularly

scheduled meetings.

Management will work with third party service providers to maintain appropriate controls.

We believe this division

of responsibilities is the most effective approach for addressing the Company’s cybersecurity risks and that the Board leadership

structure supports this approach.

See “ Item 1C.

Cybersecurity ” for additional information.

on Liability and Indemnification of Directors and Officers

Charter contains provisions that limit the liability of the directors and officers for damages to the fullest extent permitted by Delaware

Consequently, the directors will not be personally liable to the Company or its stockholders for monetary damages for breach of

fiduciary duty as a director, and the Company’s officers will not be personally liable to the Company’s stockholders for

monetary damages for breach of fiduciary duty as an officer, in each case except for any liability for:

any breach of the director’s or officer’s

duty of loyalty to the Company or its stockholders;

any act or omission not in good faith or which involves

intentional misconduct or a knowing violation of law;

any transaction from which the director or officer

derived an improper personal benefit;

an illegal dividend, stock repurchase or redemption

under Section 174 of the DGCL.

Charter requires the Company to indemnify and advance expenses to, to the fullest extent permitted by applicable law, its directors,

officers and agents.

The Company plans to maintain a directors’ and officers’ insurance policy pursuant to which the directors

and officers are insured against liability for actions taken in their capacities as directors and officers.

Finally, the Charter prohibits

any retroactive changes to the rights or protections or increasing the liability of any director in effect at the time of the alleged

occurrence of any act or omission to act giving rise to liability or indemnification.

addition, the Company has entered into separate indemnification agreements with its directors and officers.

These agreements, among other

things, require the Company to indemnify its directors and officers for certain expenses, including attorneys’ fees, judgments,

fines and settlement amounts incurred by a director or officer in any action or proceeding arising out of their services as one of the

Company’s directors or officers or any other company or enterprise to which the person provides services at the Company’s

believe these provisions in the Charter are necessary to attract and retain qualified persons as directors and officers for the Company.

Governance Guidelines and Code of Business Conduct

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Current Report on Form 8-K.

Trading Policies

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

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

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

“ Insider Trading Policy ”).

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

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

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires that our directors and executive

officers and persons who beneficially own more than 10% of our common stock (referred to herein as the “reporting persons”)

file with the SEC various reports as to their ownership of and activities relating to our common stock.

Such reporting persons are required

by the SEC regulations to furnish us with copies of all Section 16(a) reports they file.

Based solely upon a review of copies of Section 16(a) reports and representations

received by us from reporting persons, and without conducting any independent investigation of our own, in fiscal year 2025, all Forms

3, 4 and 5 were timely filed with the SEC by such reporting persons except for (i) Helder Antunes filed one late Form 4 covering one transaction,

(ii) Mark Tubinis filed one late Form 4 covering one transaction, (iii) Michael Salmasi filed one late Form 4 covering one transaction,

(iv) Allen Salmasi filed one late Form 4 covering one transaction, (v) Randal Stephenson filed one late Form 3, and (vi) Janice Smith filed

one late Form 4 covering one transaction.

EXECUTIVE COMPENSATION

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Year End Table, as well as limited narrative disclosures.

Our policies with respect to the compensation of our executive officers

are administered by the board of directors our Compensation Committee.

The compensation policies we follow are designed to provide for

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

compensation and the creation of shareholder value.

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

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

awarded to executive employees.

policies with respect to the compensation of our executive officers are administered by the board of directors our Compensation Committee.

The compensation policies we follow are designed to provide for compensation that is sufficient to attract, motivate and retain executives

and to establish an appropriate relationship between executive compensation and the creation of shareholder value.

In addition to the

guidance provided by the compensation committee, the board of directors may utilize the services of third parties from time to time in

connection with the recruiting, hiring and determination of compensation awarded to executive employees.

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

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

We have adopted a Compensation Recovery Policy in accordance with applicable

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

It is generally our policy that the Company will recoup

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

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

determines that an accounting restatement is required.

Policies and Practices Related to the Grant

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

The Company does not maintain a policy on the timing

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

Our board and compensation committee did not take

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

We did not time

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

have adopted a Compensation Recovery Policy in accordance with applicable Nasdaq rules, a copy of which is filed as the Exhibit 97.1

to our Annual Report.

It is generally our policy that the Company will recoup any incentive compensation erroneously awarded to any current

or former executive officers due to material noncompliance with any financial reporting requirement under applicable securities laws

during the three completed fiscal years immediately preceding the date the Company determines that an accounting restatement is required.

and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Non-Public Information

Company does not maintain a policy on the timing of awards of options in relation to the disclosure of material nonpublic information.

Our board and compensation committee did not take into account any material nonpublic information in determining the timing of the equity

awards made to our NEOs in 2024.

We did not time the disclosure of material nonpublic information for the purpose of affecting the value

of our executive compensation in 2024.

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

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

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

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

compensation to the named executive officers.

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

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

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

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

Business Combination could vary significantly from our historical practices.

than as set forth in the table and described more fully below, during the fiscal year ended December 31, 2025, Veea did not pay any fees,

make any equity awards or non-equity awards, or pay any other compensation to the named executive officers.

The compensation reported

in this summary compensation table below is not necessarily indicative of how we will compensate our named executive officers in the

We expect that we will continue to review, evaluate and modify our compensation framework as a result of becoming a publicly-traded

company, and our compensation program following the consummation of the Business Combination could vary significantly from our historical

Compensation Table

Name and Principal Position

Compensation (2)

Principal Position

Allen Salmasi

Chief Executive Officer

Chief Operating Officer

Chief Commercial Officer

The amounts reported in this column do not reflect

dollar amounts actually received by our named executive officers.

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

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

See Note 10, Stock Incentive Plans

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

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

of Company 401(k) matching contributions.

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

Executive Officer

Operating Officer

Commercial Officer

The amounts reported in

this column do not reflect dollar amounts actually received by our named executive officers.

Instead, these amounts reflect the grant

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

Stock Incentive Plans to the accompanying consolidated financial statements included elsewhere in this Annual Report for the assumptions

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

Consists of Company 401(k)

matching contributions.

Consists of a special cash

bonus in recognition of exceptional performance by Ms.

Smith in 2024.

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

Smith does not have a

written employment agreement with Veea.

On December 31, 2019, Private

Veea entered into an offer letter with Mr.

Tubinis, pursuant to which Mr.

Tubinis began serving as Chief Commercial Officer.

letter provides for an indefinite term of employment.

Pursuant to the offer letter, Mr.

Tubinis was entitled to an initial annual salary

Each of the NEOs is eligible

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

Transition Agreement

Smith, the Company’s current Executive Vice President

and Chief Operating Officer announced her intention to retire from such positions effective April 30, 2026.

In connection with Ms.

retirement from such positions, Ms.

Smith and the Company entered into an employment agreement pursuant to which Ms.

Smith agreed to serve

as a Senior Operations Advisor to the Company’s CEO to provide for an orderly transition from her current executive roles through

her retirement.

The employment agreement expires December 31, 2026.

Under the employment agreement, Ms.

Smith’s annualized compensation

will be decreased to $150,000 per year.

Further in recognition of Ms.

Smith’s many years of outstanding leadership and exceptional

service to the Company, the Company’s Compensation Committee approved (i) an equity award to Ms.

Smith in the form of a non-qualified

option of 250,000 shares of common stock and (ii) a cash bonus in the amount of $100,000.

100,000 shares of the award vested on the award

date, with the balance vesting in eight substantially equal installments on the last day of each calendar month through December 31, 2026

and will be exercisable until December 31, 2027.

The cash bonus is payable in increments, with some tied to the Company’s achievement

of specified financial milestones, and $16,666 is payable on June 30, 2026, August 31, 2026, and October 31, 2026.

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

Equity Awards at Year-End

following table provides information on outstanding equity awards as of December 31, 2025 to our NEOs.

of shares or units of stock that have not vested

value of shares or units of stock that have not vested

of shares or units of stock that have not

value of shares or units of stock that have not

incentive plan awards:

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

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

Incentive Plan awards:

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

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

Allen Salmasi (1)

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Allen Salmasi

Mark Tubinis (3)

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

fully vested.

(2) All equity awards held by Ms.

fully vested.

equity awards held by Mr.

Tubinis are fully vested.

All equity awards held

Salmasi are fully vested.

Disclosure to Summary Compensation Table

Base Salaries

In 2024 and 2023, as applicable,

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

The base salary payable

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

role and responsibilities.

In 2023 the annual base salaries

2025 and 2024, as applicable, the named executive officers received annual base salaries to compensate them for services rendered to

The base salary payable to each named executive officer is intended to provide a fixed component of compensation reflecting

the executive’s skill set, experience, role and responsibilities.

2024 the annual base salaries of Ms.

Smith and Mr.

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

Allen Salmasi

did not receive an annual salary in 2023 and 2024.

In 2024 and 2024 we did not have

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

Smith received a discretionary cash

bonus in 2024, as discussed below.

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

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

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

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

and expires December 30, 2028.

The award was made in recognition of Mr.

Salmasi’s exceptional performance and contributions to the

Company and its subsidiaries.

Tubinis were $250,000 and $210,000, respectively, and were changed to $229,158 and

$175,000, respectively, in 2025.

Allen Salmasi did not receive an annual salary in 2023 and 2024.

Effective August 1, 2025, the annual

base salary of Ms.

Smith was increased to $300,000.

2025 and 2024 we did not have any formal arrangements with our named executive officers providing for annual cash bonus awards.

received a discretionary cash bonus in 2024, as discussed below.

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

Salmasi in the form of a non-qualified stock option to purchase 2,992,475

shares of common stock for an exercise price per share of $3.89, which was the fair market value of a share of common stock on the grant

The award was fully vested and exercisable at the time of grant and expires December 30, 2028.

The award was made in recognition

Salmasi’s exceptional performance and contributions to the Company and its subsidiaries.

Special Bonus to Ms.

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

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

Smith, for her exceptional performance in fiscal year 2024.

The special bonus was paid,

less applicable tax withholding in December 2024.

Veea maintains the Veea Inc.

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

4,460,437 shares of Common

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

The Initial Limit

is subject to increase over a ten-year period.

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

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

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

As of December

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

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

which became effective upon the Closing.

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

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

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

The ESPP provides eligible employees with an opportunity to purchase Common

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

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

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

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

and Welfare Plans

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

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

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

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

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

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

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

up to a specified percentage of the employee contribution.

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

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

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

November 11, 2024, the Compensation Committee approved a discretionary special cash bonus in the amount of $40,000 to Ms.

her exceptional performance in fiscal year 2024.

The special bonus was paid, less applicable tax withholding, in December 2024.

following table provides information for the compensation of our non-employee directors for the fiscal year ended December 31, 2025:

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Douglas Maine

Helder Antunes

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

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

awards held by each director was as follows:

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

Roy holds 81,116 RSU awards;

Black holds 81,1186RSU awards;

Antunes holds 81,1186 RSU awards;

Cohen holds 81,116 RSU awards.

Consist of fees earned

but not paid in 2025 to the directors for 2025 director services.

As of December 31, 2025,

the stock awards made to each non-employee director consisted of:

Douglas Maine received

an RSU award of 150,000 shares for 2025 services as a director and an RSU award of 15,000 shares of stock in payment of earned but

unpaid fees for 2024 services as a director;

Roy received an RSU

award of 150,000 shares for 2025 services as a director and an RSU award of 3,333 shares of stock in payment of earned but unpaid

fees for 2024 services as a director;

Black received an RSU

award of 150,000 shares for 2025 services as a director and an RSU award of 5,000 shares of stock in payment of earned but unpaid

fees for 2024 services as a director;

Cohen received an RSU

award of 150,000 shares for 2025 services as a director and an RSU award of 8,333 shares of stock in payment of earned but unpaid

fees for 2024 services as a director.

Consists of grants of RSUs.

Reflects the aggregate grant

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

Topic 718, Compensation—Stock Compensation.

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

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

This amount does not reflect

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

Our non-employee director compensation

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

In 2024, non-employee

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

Cash Retainer

Reflects the aggregate grant date fair value of any RSUs granted, determined in accordance with Financial Accounting Standards Board

Accounting Standards Codification Topic 718, Compensation—Stock Compensation.

Assumptions used in the calculation of this amount

are included in Note 10, Stock Incentive Plans to the Consolidated Financial Statements included in this Annual Report.

does not reflect the actual economic value that will ultimately be realized by each director.

following table provides information for the compensation of our employee directors for the fiscal year ended December 31, 2025:

Fees earned or

Non-qualified

compensation earnings

Michael Salmasi

Helder Antunes

The amounts reported in

this column do not reflect dollar amounts actually received by our named executive officers.

Instead, these amounts reflect the grant

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

Stock Incentive Plans to the accompanying consolidated financial statements included elsewhere in this Annual Report for the assumptions

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

Represents salary paid

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

In 2025, non-employee directors earned annual cash retainers as set forth below.

As of December 31, 2025, the retainers remained

Non-Executive Member of Board

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Other Compensation Committee Member

Nominating and Corporate Governance Committee

Nominating and Corporate Governance Committee Chair

Other Nominating and Corporate Governance Member

Compensation under our non-employee director compensation policy will

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

Our board of directors

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

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

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

under our non-employee director compensation policy will be subject to the annual limits on non-employee director compensation set forth

in the 2024 Incentive Plan, as described above.

Our board of directors or its authorized committee may modify the non-employee director

compensation program from time to time in the exercise of its business judgment, taking into account such factors, circumstances and

considerations as it shall deem relevant from time to time, subject to the annual limit on non-employee director compensation set forth

in the 2024 Incentive Plan.

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

The following table sets forth information known to the Company regarding

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

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

outstanding Common Stock;

of the Company’s named executive officers and directors;

executive officers and directors as a group.

OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth

information known to the Company regarding beneficial ownership of shares of the Company’s common stock as of April 10, 2026 by:

each person known by the

Company to be the beneficial owner of more than 5% of the Company’s outstanding common stock;

each of the Company’s

named executive officers and directors;

all executive officers and directors as a group.

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

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

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

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

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

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

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

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

In accordance with SEC rules, shares of our common stock which may

be acquired upon exercise of stock options or warrants which are currently exercisable or which become exercisable within 60 days of the

date of the Annual Report are deemed beneficially owned by the holders of such options and warrants and are deemed outstanding for the

purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage

of ownership of any other person.

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

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Allen Salmasi (2)

Stephenson (4)

Mark Tubinis (5)

5 unchanged sentences

Salmasi 2004 Trust

Ursula Burns (8)

Mike Dinsdale (9)

All directors and executive officers as a group (10 individuals)

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

Less than 1%.

Unless otherwise noted,

the business address of each of the following entities or individuals is 164 E.

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

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

Salmasi and members

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

is a member of Mr.

Consists of 17,388,017 shares held by NLabs Inc., an entity controlled

Salmasi and members of his immediate family, 2,808,475 shares held by Salmasi 2004 Trust, the trustee of which is a member of Mr.

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

Salmasi, 491,059 shares held by Mr.

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

shares of Common Stock.

options to purchase 47,359 shares of Common Stock.

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

options to purchase 14,714 shares of Common Stock.

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

at the Closing of the Business Combination.

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

Includes 973,358 shares of Common Stock issuable upon

exercise of Private Placement Warrants..

Includes 1,517,644 shares of Common Stock issuable

upon exercise of Private Placement Warrants.

Salmasi’s spouse, 2,992,475

shares issuable upon exercise of the options held by Mr.

Salmasi, 5,239,096 shares issuable upon exercise of the 2025 Investor Warrants

held by NLabs, 37,375,272 shares of common stock issuable upon conversion of shares of Series A Preferred held by NLabs, and 4,600,728

shares of common stock issuable upon conversion of shares of Series A Preferred held by 83 rd Street, an affiliate of Mr.

excluding 33,551,486 shares issuable upon exercise the NLabs 2026 Warrants held by NLabs.

Includes options to purchase

66,890 shares.

Includes options to purchase

60,200 shares.

Includes options to purchase

68,924 shares and excludes the options to purchase 125,000 shares that are subject to certain vesting schedules including a certain

revenue target of the company.

Includes options to purchase

19,619 shares.

Includes 20,000 shares

issuable upon conversion of the September 2024 Note and excludes the options to purchase 110,000 shares that are subject to certain

vesting schedules including a certain revenue target of the company.

Includes options to purchase

25,000 shares and excludes the options to purchase 75,000 shares that are subject to certain vesting schedules including a certain

revenue target of the company.

Includes 985,277 shares

issuable upon exercise of SPAC Private Placement Warrants.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

The following includes a summary

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

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

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

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

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

following includes a summary of transactions since January 1, 2023 to which we have been a party in which the amount involved will exceed

$120,000, and in which any of our directors, executive officers or, to our knowledge, beneficial owners of more than 5% of our capital

stock, or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest,

other than equity and other compensation, termination, change in control and other arrangements, which are described under “ Item

11 - Executive Compensation.” We also describe below certain other transactions with our directors, executive officers and

stockholders.

Relationships and Related Person Transactions of Veea

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

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

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

In 2018, Private Veea renewed the sublease

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

The renewal term expired February 28,

2024 and was subsequently extended to June 30, 2025.

On March 30, 2026, in connection with the Company’s application

to transfer its listing to The Nasdaq Capital Market, to ensure the Company’s compliance with the listing requirements of The Nasdaq

Capital Market, the Company entered into separate conversion agreements with each of NLabs and 83 rd Street pursuant to which

(i) NLabs agreed to convert (x) $16,876,400 principal and accrued interest of outstanding NLabs 2025 Notes into 168,764 shares of Series

A Preferred (as defined below) and (y) $2,000,000 of the accrued rent owed to it in respect of the 164 East 83rd Street office lease into

20,000 shares of Series A Preferred and (i) 83 rd Street agreed to convert $2,323,600 of the accrued rent owed to it in respect

of the 166 East 83rd Street office lease into 23,236 shares of Series A Preferred Under the terms of the conversion agreements, NLabs

and 83 rd Street are each entitled to certain registration rights with respect to the shares of common stock issuable upon conversion

of the shares of Series A Preferred.

In connection with the conversion, on March 30, 2026, the Company filed

a Certificate of Designation with the Secretary of State of the State of Delaware to designate Series A Preferred.

Each share of Series

A Preferred is entitled to vote on an as converted basis along with the common stock, and holders of Preferred Stock are entitled to receive

dividends that are economically equivalent to any dividends declared with respect to the common stock Each share of Series A Preferred

is convertible into 198 shares of common stock, at the option of the holder.

Issuance of Warrants to NLabs

On March 30, 2026, in connection with the execution of the note conversion

agreement and in consideration of NLabs’s entering into the note conversion agreement, the Company and NLabs entered into the No.

1 Amendatory Agreement to the NLabs 2025 Notes, pursuant to which (i) the face amount of each NLabs 2025 Note was amended to adjust such

face amount to equal the “Adjusted Face Amount” of such NLabs 2025 Notes reflected on Schedule I thereof and (ii) the Company

issued to NLabs a warrant to purchase 33,551,486 shares of the common stock at an exercise price of $0.503 per share.

The warrants may be exercised commencing on October 1, 2026 until March 30, 2031.

From October 2025 through

February 2026, NLabs made several unsecured loans to the Company aggregating $18,185,000.

NLabs is a principal stockholder of the

Company and an affiliate of the Company’s Chief Executive Officer.

The loans are evidenced by separate Demand Promissory

Interest on the notes accrue and is payable at maturity at an annual rate equal to 10%, with interest calculated on the basis

of a 365-day year and the actual days elapsed.

The note and accrued interest thereon is payable upon the earlier of March 31, 2026

and demand by NLabs.

The Company may prepay the notes, in whole or in part, without penalty at any time.

The proceeds of the notes

were used by the Company for working capital including, without limitation, repayment of the Company’s line of credit facility

with JP Morgan Chase Bank.

On March 30, 2026, $16,876,400.00 of the outstanding NLabs 2025 Notes, together with accrued interest of

$406,057, were converted into shares of Series A Preferred.

In connection with the conversion transaction, the outstanding NLabs

2025 Notes were amended to adjust the face amount of each such note, prior to conversion, to give effect to an additional discount

of 13.04%, in line with the White Lion Note Purchase Agreement and (ii) provide for the issuance of warrants to purchase 33,551,486

shares of common stock at an exercise price of $0.503 per share.

Public Offering

On August 12, 2025, the Company, entered into a Placement Agency Agreement

/Alliance Global Partners (“ AGP ”) whereby AGP agreed to act, on a “reasonable best efforts”

basis, as placement agent in connection with the Company’s registered public offering (the “ 2025 Offering ”) of

up to 9,239,096 shares of common stock, each with one accompanying 2025 Investor Warrant to purchase one share of common stock.

also entered into a securities purchase agreement with the investors who purchased the securities in the 2025 Offering.

Included in the aggregate securities purchased are (i) 3,239,096 shares

of common stock and accompanying warrants that were issued to NLabs, an existing stockholder and an affiliate of the Company and the Company’s

Chief Executive Officer, in exchange for the extinguishment of certain of the Company’s outstanding non-convertible promissory notes

in the aggregate principal amount, plus accrued interest, of $3,239,096, and (ii) 2,000,000 shares of common stock and accompanying warrants

that were issued to NLabs in consideration of cash payment made by NLabs, along with other investors participating in the offering.

the terms of the 2025 Offering, the Company agreed to sell each share with one accompanying warrant in the Offering at a public offering

price of $1.00 per share with one accompanying warrant.

The 2025 Investor Warrants are exercisable immediately upon issuance and have

an initial exercise price of $1.10 per share, subject to certain adjustments, and will expire five years from the date of issuance.

warrants contain ownership limitations pursuant to which a holder does not have the right to exercise any portion of their warrants if

it would result in the holder (together with its affiliates) beneficially owning more than 4.99% (or, at the election of the holder,

9.99%) of the Company’s outstanding common stock.

The 2025 Offering closed on August 14, 2025.

The securities were registered

pursuant to the registration statement on Form S-1 (File No.

333-288878), which was initially filed with the

SEC on July 23, 2025, as amended, and which the Commission declared effective on August 12, 2025, and the registration statement on Form

S-1MEF (File No.

333-289555), filed with the SEC on August 13, 2025.

As compensation for services rendered by AGP in connection with the

2025 Offering, the Company agreed to pay AGP an aggregate cash fee of (i) 7.0% of the aggregate gross proceeds raised in the 2025 Offering

by the investors introduced by AGP plus (ii) 3.5% of the aggregate gross proceeds raised in the offering by the investors introduced by

AGP received no cash fee for any securities purchased by NLabs in the 2025 Offering in satisfaction of the promissory notes.

The Company agreed to reimburse AGP for up to $70,000 for its legal fees, and $10,000 for non-accountable fees and expenses.

The Company received gross proceeds from the 2025 Offering of approximately

$6.0 million, before deducting placement agent fees and other estimated offering expenses payable by the Company.

The net proceeds

to the Company from the 2025 Offering, after deducting AGP’s fees and expenses and estimated offering expenses (excluding proceeds

to the Company, if any, from the future exercise of the warrants), were approximately $5.3 million.

March 1, 2014, Private Veea entered into a sublease agreement with NLabs Inc., an affiliate of Private Veea’s CEO for office space

for an initial term of five years.

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

conditions of the sublease remaining the same.

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

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

The Company recognized

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

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

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

31, 2024 and 2023.

The Company recognized rent expense of $245,000 and $244,000 for

each of years ended December 31, 2025 and 2024, respectively, which was classified as general and administrative expenses in the Company’s

consolidated statements of operations and comprehensive loss.

Accrued and unpaid rent expense included in the Company’s consolidated

balance sheets was $1,958,400 as of December 31, 2025 and $1,713,600 as of December 31, 2024.

On March 30, 2026 the outstanding accrued

rent through such date in the total amount of $2,000,000, was converted into shares of the Company’s newly designated Series A

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

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

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

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

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

Veea’s CEO is the

grantor of the Salmasi 2004 Trust.

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

conditions of the lease remaining the same.

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

the dated of this annual report, the Salmasi 2004 Trust held approximately 5.6% of Veea’s outstanding capital stock.

CEO is the grantor of the Salmasi 2004 Trust.

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

other terms and conditions of the lease remaining the same.

The renewal term expired February 28, 2024, and was subsequently extended

to December 31, 2026.

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

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

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

Company’s consolidated statements of operations and comprehensive loss.

The Company recognized rent expense of $288,000 and $281,000

for the years ended December 31, 2025 and 2024, respectively, which is classified as general and administrative expenses in the Company’s

consolidated statements of operations and comprehensive income (loss).

Accrued and unpaid rent expense included in the Company’s

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

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

In 2021 and 2022, NLabs made

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

Interest on the outstanding

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

Principal and accrued

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

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

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

The Company accounted for the extension as a modification

of the Bridge Notes.

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

In 2022 and 2023, NLabs made

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

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

Interest on the outstanding principal amount of the Promissory

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

Principal and interest on the Promissory Notes was

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

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

subsequently extended to September 30, 2024.

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

respectively.

At the Closing, the Related Party

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

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

See Note 4 “Recapitalization”

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

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

in the aggregate principal amount of $50,000.

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

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

The loan was repaid in full in March

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

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

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

a 365-day year.

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

Stock Warrants

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

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

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

consolidated balance sheets was $2,232,000 and $1,944,000 as of March 31, 2025 and December 31, 2024, respectively.

On March 30, 2026,

the outstanding accrued rent as of such date in the total amount of $2,323,600 was converted into shares of the Series A Preferred.

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

Business Combination Related Party Debt with Private Veea

2021 and 2022, NLabs and certain of its affiliates made loans to the Company evidenced by promissory notes aggregating $9,500,000 (the

“ Bridge Notes ”).

The Bridge Notes bore interest on the outstanding principal at a rate of 10% per annum, calculated

on the basis of a 365-day year.

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

31, 2023, which was subsequently extended to September 30, 2024.

The Company accounted for the extension as a modification of the Bridge

The unpaid principal amount and accrued unpaid interest on the Bridge Notes was due and payable upon the date of the first to

occur of (i) the maturity date and (ii) the consummation of a debt or equity financing transaction with an unrelated third party.

2022 and 2023, NLabs and certain of its affiliates made loans to the Company evidenced by promissory notes in the aggregate principal

amount of $3,098,000 (the “ Promissory Notes ” and collectively with the Bridge Notes, the “ Related Party Notes ”).

The Promissory Notes bore interest on the outstanding principal amount at a rate of 10% per annum, calculated on the basis of a 365-day

The unpaid principal amount and accrued interest on the Promissory Notes was due and payable upon the earlier of demand and December

31, 2023, which was subsequently extended to September 30, 2024.

Concurrent with the Closing of the Business Combination, all outstanding

Related Party Notes together with accrued interest were converted into shares of common stock at a price of $5.00 per share, which shares

were not considered shares of Private Veea and were in addition to the shares of common stock issued to holders of shares of Private Veea.

Common Stock Warrants ( Prior to the Closing of the Business Combination)

consideration for the guarantee by the Company’s CEO (then CEO of Private Veea) of Private Veea’s obligations under the certain

revolving loan agreement and a previously outstanding loan agreement with First Republic Bank, which was subsequently acquired by JPMorgan

Chase, Private Veea issued warrants to purchase an aggregate of 2,430,000 shares of Private Veea’s common stock (the “ Loan

Guarantee Warrants ”).

The exercise price of the warrants is $0.01 per share.

The warrants are exercisable for a period of seven years.

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

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

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

The warrants are exercisable for a period of seven

The warrants were equity classified and had a fair value of $2,189,014 on the date of grant which is recognized as deferred cost

and amortized to interest expense over the life of the loan agreements.

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

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

The exercise price of the warrants is $0.01 per share.

The warrants are exercisable

for a period of seven years.

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

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

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

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

the “Related Party Common Stock Warrants”).

are exercisable for a period of seven years.

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

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

In 2022, Private Veea issued warrants to purchase 320,000 shares

of common stock in connection with the Private Veea Bridge Notes issued to NLabs (the “ Tranche 2 Bridge Note Warrants ”

and collectively with the Loan Guarantee Warrants and the Tranche 1 Bridge Note Warrants, the “ Related Party Private Veea Common

Stock Warrants ”).

The exercise price of the warrants is $0.01 per share.

The warrants are exercisable

for a period of seven years.

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

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

At Closing, the Related Party Common Stock Warrants were exercised

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

purchase price of $38,800.

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

Indemnification

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

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

We have also entered into indemnification

agreements with certain officers and directors.

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

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

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

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

Pre-Business Combination Relationships and Related Person Transactions of Plum

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

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

Up to 1,125,000 Founder Shares

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

On April 14, 2021,

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

to forfeiture to 644,591.

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

to the Company.

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

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

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

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

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

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

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

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

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

Placement Warrants

Simultaneously

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

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

No underwriting

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

The issuance of the Private Placement Warrants

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

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

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

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

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

basis and (ii) are not subject to redemption.

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

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

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

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

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

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

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

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

under this note are no longer available.

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

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

(“Working Capital Loans”).

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

proceeds of the Trust Account released to it.

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

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

be used to repay the Working Capital Loans.

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

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

Such warrants would be identical

to the Private Placement Warrants.

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

and no written agreements exist with respect to such loans.

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

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

Business Combination.

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

The March 2023 Note did not bear interest,

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

The March 2023 Note would

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

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

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

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

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

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

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

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

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

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

by $5.00 per share.

On January 31, 2022, Plum

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

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

Plum could draw on the Dinsdale Note

from time to time, in increments of not less than $50,000, until the earlier of March 18, 2023 or the date on which Plum consummates a

Business Combination.

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

it would be forgiven.

Upon the consummation of a Business Combination, the Mr.

Dinsdale had the option, but not the obligation, to convert

the principal balance of the Dinsdale Note, in whole or in part, into Private Placement Warrants (as defined in that certain Warrant Agreement,

dated March 18, 2021, by and between Plum and the Transfer Agent), at a price of $1.50 per Private Placement Warrant.

The Dinsdale Note

was subject to customary events of default, the occurrence of which automatically trigger the unpaid principal balance of the Dinsdale

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

The Dinsdale Note was issued pursuant

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

On September 11, 2024 the Dinsdale

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

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

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

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

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

consummation of Plum’s initial business combination.

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

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

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

than $50,000.

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

Upon the consummation of a Business Combination, Ms.

Burns had the option, but not the obligation, to convert the principal

balance of the Burns Note, in whole or in part, into Private Placement Warrants (as defined in that certain Warrant Agreement, dated March

18, 2021, by and between Plum and the Transfer Agent), at a price of $1.50 per Private Placement Warrant.

The Burns Note was subject to

customary events of default, the occurrence of which automatically trigger the unpaid principal balance of the Burns Note and all other

sums payable with regard to the Burns Note becoming immediately due and payable.

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

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

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

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

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

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

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

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

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

In the event Plum did not consummate a business

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

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

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

On September 11, 2024 the Roy

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

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

Administrative

Support Agreement

Plum entered into certain administrative support agreement, pursuant

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

to members of the management team.

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

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

For the year ended December 31,

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

of costs of salaries.

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

The warrants are exercisable for a period of seven

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

original issue discount on the Private Veea Bridge Notes in the year ended December 31, 2022.

the Closing of the Business Combination, the Related Party Private Veea Common Stock Warrants were exercised in whole, on a net basis,

for 3,880,000 shares of common stock of Private Veea at a conversion price of $0.01 per share for an aggregate purchase price of $38,800,

and a total of 21,798 shares of common stock were surrendered in payment of the purchase price.

Combination Warrant Issuance

September 13, 2024, in connection with the consummation of the Business Combination, Private Veea, Plum and the holders of certain notes

(the “ Private Veea Noteholders ”) issued by Private Veea entered into Note Conversion Agreements, pursuant to

which each Private Veea Noteholder agreed that principal and accrued interest under such notes shall convert into common stock at the

Closing of the Business Combination at a per share value of $5.00, and that such shares shall be subject to a five-month lock-up period.

At the Closing of the Business Combination, the notes having an aggregate of $15,739,846 in principal and accrued interest were converted

into 3,147,970 shares of common stock.

Private Placement Warrants

Simultaneously with the closing

of the Plum IPO, the Plum Sponsor purchased an aggregate of 6,256,218 SPAC Private Placement Warrants at a price of $11.50 per SPAC

Private Placement Warrant in a private placement.

No underwriting discounts or commissions were paid with respect to sale of the SPAC

Private Placement Warrants.

The issuance of the SPAC Private Placement Warrants was made pursuant to the exemption from registration

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

The SPAC Private Placement Warrants have terms and provisions

that are identical to those of the public warrants, except where the context otherwise requires or where otherwise indicated.

PRINCIPAL ACCOUNTANT FEES AND SERVICES.

The following table sets forth

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

described below:

following table sets forth the aggregate fees billed by PKF O’Connor Davies, LLP for the fiscal years ending December 31, 2025

and 2024, respectively, as described below:

Audit and Related Fees

7 unchanged sentences

EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULES.

following documents are filed as part of this Report:

(1) Financial

Audited Consolidated

Financial Statements of Veea Inc.

for the Years Ended December 31, 2025 and 2024

Report of Independent Registered Public Accounting Firm (PCAOB ID 127)

Balance Sheets as of December 31, 2025 and 2024

Statements of Operations for the Years Ended December 31, 2025 and 2024

Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2025 and 2024

Statements of Stockholders’ Equity (Deficit) for the Years Ended December 31, 2025 and 2024

Statements of Cash Flows for the Years Ended December 31, 2025 and 2024

to Consolidated Financial Statements

Report of Independent Registered Public Accounting

49 unchanged sentences

Intangible assets, net

Right-of-use assets

Security deposits

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Revolving line of credit

Related party notes, net of discount

Accrued interest, related party

Accounts payable

Accrued expenses (Note 2)

Investor deposits

Accrued expenses

Related party liabilities

Share issuance liability

Deferred payables, current

Operating lease liabilities, current

Notes payable

Convertible note payable, net ,current

Related party notes

Other current liabilities

Total current liabilities

2 unchanged sentences

Warrant liabilities

Earn-out Share Liability (Note 4)

Earn-out Share Liability

Deferred payables

Operating lease liabilities

TOTAL LIABILITIES

3 unchanged sentences

none issued and outstanding

Common Stock, $ 0.0001 par value, 551,000,000 shares authorized, 36,202,798 and 19,635,912 shares issued and outstanding at December 31, 2024 and 2023, respectively

Common Stock, $ 0.0001 par value, 551,000,000 shares authorized;

and 50,467,421 and 36,202,798 shares issued and outstanding at December 31, 2025 and December 31, 2024, respectively

Additional paid-in capital

2 unchanged sentences

( 217,830,518 )

Accumulated other comprehensive income (loss)

Accumulated other comprehensive income

( 1,251,774 )

TOTAL STOCKHOLDERS’ DEFICIT

( 9,751,880 )

( 17,024,824 )

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

1 unchanged sentence

AND SUBSIDIARIES

STATEMENTS OF OPERATIONS

For the years ended

STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

For the Year Ended

Cost of goods sold

2 unchanged sentences

Sales and marketing

General and administrative, net

Transaction costs including those incurred with contingent Earn-out Share Liability

General and administrative

Transaction costs

Depreciation and amortization

Total operating expenses

Income (loss) from operations

Other income and (expense):

Other income, net

Loss from operations

( 18,835,335 )

( 84,077,550 )

Other income (expense):

UK R&D tax credit

Loss on initial issuance of convertible note

( 1,770,933 )

Change in fair value of convertible note option liability

2 unchanged sentences

Other expense

Interest income

Interest expense

Total other income and (expense)

Basic and diluted weighted average shares outstanding, common stock

Basic and diluted net (loss) income per Common Stock

accompanying notes are an integral part of these consolidated financial statements.

AND SUBSIDIARIES

STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

the Year Ended

( 2,202,220 )

( 1,808,243 )

Total other income

$ ( 6,660,038 )

( 47,547,768 )

Net loss per share:

Weighted-average common stock outstanding used in per share amounts:

Other comprehensive income (loss):

Foreign currency translation

Foreign currency translation adjustment

( 1,386,165 )

Comprehensive

Comprehensive loss

$ ( 8,046,203 )

4 unchanged sentences

THE YEARS ENDED DECEMBER 31, 2025 and 2024

Series A-2 Preferred Stock

Preferred Stock

Private Veea Common Stock

Comprehensive

Stockholders’

Balance, December 31, 2022

$ 123,779,186

$ ( 154,849,725 )

$ ( 30,297,723 )

Retroactive application of Business Combination (Note 1)

December 31, 2023

$ 159,475,010

1 unchanged sentence

$ ( 661,354 )

Balance, December 31, 2022, recasted

$ ( 11,467,130 )

A-2 Preferred Stock Issuances, net of transaction costs

of vendor payable to Series A-2 Preferred Stock

stock issued upon exercise of stock options

based compensation for stock options

stock issued upon exercise of stock options, pre Business Combination

of Common Stock Warrants - related party

of Common Stock in exchange for services in connection with A-2 Preferred Stock Issuances, recasted

of Common Stock upon conversion of debt at Business Combination (Note 1)

of Common Stock upon conversion of Sponsor and related party notes and warrants at Business Combination (Note 1)

of Common Stock to Plum Sponsors and Investors at Business Combination (Note 1)

of Common Stock to Plum Shareholders at Business Combination (Note 1)

( 6,901,658 )

Conversion of convertible notes and accrued interest

Issuance of warrants in connection with term note

Conversion of promissory notes to Series A-2 Preferred Stock

Conversion of vendor payable to Series A-2 Preferred Stock

Series A-2 Preferred Stock Issuances, net of transaction costs

Common stock issued upon exercise of stock options

Stock based compensation due to common stock purchase options

Foreign currency translation (loss)

( 6,901,598 )

of Common Stock related to new financing (Note 1)

Stock issued for services

stock issued upon exercise of stock options, post Business Combination

Stock issued as stock based compensation for restricted stock units

of convertible note agreement for shares issued

( 16,302,389 )

Change in ownership percentage of non-controlling interest

( 16,302,389 )

currency translation gain

( 47,547,768 )

Balance, December 31, 2023

( 47,547,768 )

December 31, 2024

( 217,830,518 )

Series A-2 Preferred Stock Issuances, net of transaction costs

Conversion of vendor payable to Series A-2 Preferred Stock

Common stock issued upon exercise of stock options

Stock based compensation for stock options

Common stock issued upon exercise of stock options, pre Business Combination

Exercise of Common Stock Warrants - related party

Issuance of Common Stock in exchange for services in connection with A-2 Preferred Stock Issuances, recasted

Issuance of Common Stock upon conversion of debt at Business Combination (Note 1)

Issuance of Common Stock upon conversion of Sponsor and related party notes and warrants at Business Combination (Note 1)

Issuance of Common Stock to Plum Sponsors and Investors at Business Combination (Note 1)

Issuance of Common Stock to Plum Shareholders at Business Combination (Note 1)

( 17,024,824 )

based compensation

stock issued in connection with public offering, net of transaction costs

stock issued upon exercise of stock options

stock issued upon vesting of RSUs

stock issued upon draw on the equity line of credit

stock issued as compensation for equity line of credit commitment fee

stock issued as consideration for Crowdkeep

of convertible note agreement for shares issued

stock issued for services

currency translation gain

( 1,386,165 )

Issuance of Common Stock related to new financing (Note 1)

Common Stock issued for services

Common stock issued upon exercise of stock options, post Business Combination

Warrant exercise

Common Stock issued as stock based compensation for restricted stock units

Settlement of convertible note agreement for shares issued

( 1,386,165 )

( 6,660,038 )

Foreign currency translation gain

( 6,660,038 )

December 31, 2025

( 224,490,556 )

Balance, December 31, 2024

( 1,251,774 )

3 unchanged sentences

STATEMENTS OF CASH FLOWS

THE YEARS ENDED DECEMBER 31, 2024 and 2023

For the year ended

Year Ended December 31,

Cash flows from operating activities

$ ( 6,660,038 )

$ ( 47,547,768 )

Adjustments to reconcile net loss to net cash used for operating activities:

4 unchanged sentences

Change in fair value of warrant liabilities

Loss on initial issuance of Earn-out Share Liability

Earn-out liability initial loss

Change in fair value of Earn-out Share Liability

Impairment loss on investment

( 13,016,400 )

( 38,040,000 )

Impairment loss on investments

Stock based compensation

Provision for inventory obsolescence

Interest expense on convertibles notes converted

Share based vendor payments as compensation for services

Interest expense on convertible notes converted

Unrealized foreign currency transaction (gain) loss

( 1,832,650 )

Amortization of operating lease right of use assets

Changes in operating assets and liabilities:

Accounts receivable

Prepaid and other current assets

Security deposit

( 5,064,849 )

Accounts payable

Accrued expenses

Accrued interest

Accrued expenses and deferred payables

Operating lease payments

Net cash used in operating activities

( 15,227,760 )

( 25,595,008 )

Cash flows from investing activities

3 unchanged sentences

Cash flows from financing activities

Proceeds from issuance of unrelated party convertible notes

Proceeds from term loan

Payment of unrelated party debt

Proceeds from revolving line of credit

Proceeds from notes - related party

Proceeds from related party notes

Proceeds from issuance of convertible notes

Proceeds from the issuance of shares under equity line of credit facility

Proceeds from reverse recapitalization

Proceeds from the exercise of stock options for common stock

Proceeds from prepaid investor subscriptions

Proceeds from the issuance of Class A common stock, net of transaction costs

Proceeds from the issuance of common stock, net of transaction costs

Proceeds from exercise of stock options for common stock

Net cash provided by financing activities

Effect of exchange rate changes on cash

Net increase (decrease) in cash and cash equivalents

Net decrease in cash

( 1,551,773 )

( 4,324,442 )

Cash and cash equivalents at beginning of year

2 unchanged sentences

Initial measurement of debt discount on the convertible note

( 1,450,000 )

Initial measurement of the Contingent Financing Costs

1 unchanged sentence

Conversion of related party notes to Common Stock

Conversion of interest on related party notes to Common Stock

Initial measurement of the convertible note option liability

Conversion of principal on related party notes to Common Stock

Conversion of interest on related party notes to Common Stock

Issuance of Common Stock related to convertible note payable

Crowdkeep asset acquisition

Settlement of convertible notes for shares issued

Conversion of vendor payable to Common Stock

Conversion of principal on convertible notes to preferred stock - Series A-1

Conversion of interest on convertible notes to preferred stock - Series A-1

Private Veea Warrants issued with term note payable

Conversion of notes payable to Series A-2 Preferred Shares

Purchases of inventory included in Notes payable

Supplemental cash flow information

2 unchanged sentences

and Subsidiaries

Notes to the Consolidated Financial Statements

For the Years ended December 31, 2024 and 2023

to the Consolidated Financial Statements

- DESCRIPTION OF BUSINESS

Company is a provider of edge computing and communications devices (i.e., “VeeaHub®” devices), applications and services

hosted on its edge Platform-as-a-Service (“ePaaS”).

Veea Edge Platform ePaaS is an end-to-end platform that is both locally-

and cloud-managed.

VeeaHub® products are converged computing and communications (i.e., hyperconverged) indoor and outdoor devices,

about the size of a Wi-Fi Access Point (AP), that provide for networking and computing solutions for AI-assisted applications and solutions

at the edge where people, places, and things connect to the network.

Edge Platform™ provides for highly secure connectivity, computing, and IoT solutions through full stack platform for digital transformation

of industries as well as unserved or underserved communities that lack Internet connectivity and essential applications and services.

It further enables the formation of highly secure, but easily accessible, private clouds and networks across one or multiple user(s)

or enterprise location(s) across the globe.

We have redefined and simplified edge computing and connectivity with Veea Edge Platform™,

easily deployable products that fully integrate hardware, system software, technologies, and edge applications.

We are demonstrating,

globally, that the Veea Edge Platform™ enables our partners and customers to champion digital transformations in multiple vertical

our innovative Veea Edge Platform, we have created a new product category that brings cloud capabilities close to the user, as an alternative

to cloud computing, with benefits in optimal latency, lower data transport costs, data privacy, security and ownership, Edge AI, “always-on”

availability at the edge for mission critical applications, and contextual awareness for people, devices and things connected to the

The Company was recognized in 2023 by Gartner as a Leading Smart Edge Platform for the innovativeness and capabilities of our

Veea Edge Platform and a Cool Vendor in Edge Computing in 2021.

Veea was named in Market Reports World’s in its research report

published in October 2023 as one of the top 10 Edge AI solution providers alongside of IBM, Microsoft, Amazon Web Services among others.

On September 13, 2024 Plum Acquisition Corp.

a special purpose acquisition company, Veea Inc., a Delaware corporation (“Private Veea”) consummated its previously announced

Business Combination, pursuant to that certain Business Combination Agreement, dated November 27, 2023 (as amended on June 13, 2024 and

September 13, 2024, the “Business Combination Agreement”), between Plum, Private Veea, and Plum Merger Sub, a Delaware corporation)

(“Plum Merger Sub”).

In connection with the consummation of the Business Combination (the “Closing”) (i) Plum

de-registered from the Register of Companies in the Cayman Islands by way of continuation out of the Cayman Islands and into the State

of Delaware, migrating to and domesticating as a Delaware corporation (the “Domestication”), and (ii) the merger (the “Merger”)

of Plum Merger Sub with and into Private Veea was completed and the separate corporate existence of Plum Merger Sub ceased, with Private

Veea as the surviving corporation becoming a wholly owned subsidiary of Plum.

Following the Closing Plum changed its name from “Plum

Acquisition Corp.

I” to “Veea Inc.” (hereinafter “Veea” or “the Company” and Private Veea changed

its name from “Veea Inc.” to “VeeaSystems Inc.” See Note 4 “Recapitalization” for more information.

The Company has six wholly owned subsidiaries, VeeaSystems Inc., formerly

known as Veea Inc.

a Delaware corporation, Veea Solutions Inc., a Delaware corporation VeeaSystems Development Inc., formerly known as

Veea Systems Inc., a Delaware corporation, Veea Systems Ltd., a company organized under the laws of England and Wales, VeeaSystems SAS,

a French simplified joint stock company and Veea Systems Mexico, S.

de C.V., a limited liability company organized under the General

Mercantile Corporations law of Mexico (“VeeaSystems MX”).

VeeaSystems MX is 95 % owned by Veea Systems Inc.

and, due to local

law requirements, the remaining 5 % is held by Veea’s CEO The Company is headquartered in New York City with offices in the United

States, Mexico and Europe.

and Subsidiaries

Notes to the Consolidated Financial Statements

For the Years ended December 31, 2024 and 2023

– LIQUIDITY AND MANAGEMENT’S PLAN

Since our inception the Company has

incurred significant operating losses and negative cash flows.

To date, the Company has financed its operations primarily through private

placements of equity securities and debt.

As of December 31, 2024 and 2023, the Company had an accumulated deficit of $ 217.8 million and

$ 170.3 million, respectively.

As of December 31, 2024 and 2023, the Company had cash of $ 1.7 million and $ 6.0 million, respectively.

of December 31, 2024, the Company had $ 13.9 million outstanding debt, of which approximately $ 1.2 million was outstanding under the September

2024 Notes and $ 12.7 million was outstanding under our working capital facility.

The Company’s consolidated financial statements

have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets

and satisfaction of liabilities in the normal course of business.

The consolidated financial statements do not include adjustments to

reflect the possible future effects on the recoverability and classification of recorded assets or the amounts of liabilities that might

be necessary should the Company be unable to continue as a going concern.

Although we have incurred recurring

losses each year since our inception, we plan to fund our operations and capital funding needs through a combination of private and public

equity and debt offerings, or a combination thereof, including, (1) available cash proceeds from equity sales under the ELOC Program,

(2) cash proceeds from a substantial strategic investment anticipated to close in the second quarter of 2025, and (3) savings from planned

expense reduction measures.

Taking into account these plans as

well as (1) the expected cash tax refund of up to $ 2.0 million in respect of the Company’s UK subsidiary’s 2023 and 2024 research

and development activities, (2) the anticipated refund by June 30, 2025, of up to $ 5.0 million of the Company’s prepayment for purchased

inventory and (3) potential additional investments in the form of debt or equity to fund operating deficits from existing investors, including

related parties, which may include the Company’s CEO and his affiliates, the Company expects it will be able to fund its operations

over the next twelve months and has a reasonable basis to believe it has alleviated substantial doubt regarding its ability to continue

as a going concern.

Although management continues to pursue these plans, there is no assurance that the Company will be successful in

obtaining sufficient funding on terms acceptable to the Company, if at all.

Company is dedicated to simplifying the journey towards creating a world in which virtually everyone and everything is intelligently

connected, while bringing applications and artificial intelligence to the edge of the network.

Most service providers, equipment suppliers,

system integrators and even hyperscalers have adopted or advocated for similar solutions to various degrees either independently or in

collaboration with the Company.

However, to our knowledge, we are the first to market with patented technologies that (a) bring virtualized

data center capabilities to the far edge of the network, commonly referred to as the Device Edge, where all wired and wireless devices

connect to the network, (b) spawns hyperconvergence of computing, multiaccess communications and storage, (c) provides for Cloud-managed

applications at the Edge (“Hybrid Edge-Cloud Computing”), and (d) enables machine learning with AI training, inferencing,

and agentic AI at the edge (“Edge AI”) including AI-driven cybersecurity for heterogenous networks.

Such networks have given

rise through any combination of our developed devices and third-party devices, with CPUs, GPUs, TPUs, DPUs and/or NPUs, that run on the

VeeaONE platform’s software stack.

Our end-to-end edge-cloud platform is referred to as VeeaONETM (“VeeaONE”) platform.

has developed several generations of highly integrated all-in-one devices that incorporate a Linux server, with a virtualized software

environment, supporting our patented secured docker containers, together with a Wi-Fi Access Point with a mesh router, a firewall, an

IoT gateway, NVMe data storage and 4G/5G modules.

With an extensive patent portfolio of 123 granted patents and 32 pending patent applications

that cover 26 patent families, our end-to-end Hybrid Edge-Cloud Computing platform represents a new product category that has the potential

for wide scale customer adoption in large segments of consumer and enterprise markets.

platform’s products, applications, and services with a distributed computing architecture, offered as a Platform-as-a-Service capability,

empowering companies to capitalize on the transformative potential of Edge AI, where most of the data from smartphones, tablets, laptops,

cameras, sensors, and other devices is generated, with data privacy and sovereignty, reliability, low latency for real-time decisions,

bandwidth efficiency, scalability, and reduced costs compared to alternatives.

products, about the size of a typical Wi-Fi Access Point, are offered in variety of form factors with different capabilities for indoor

and outdoor coverage and are both locally- and cloud-managed.

VeeaONE architecture and business model, VeeaHub and third-party devices

on VeeaONE platform with Hybrid Edge-Cloud Computing and AI-enabled applications and services.

VeeaONE platform offers an alternative to cloud computing by enabling the formation of highly secure, but easily accessible, private

clouds and networks across one or multiple user(s) or enterprise location(s) across the globe.

The benefits include optimal latency,

lower data transport costs, data privacy, security and ownership, Edge AI, as well as “always-on” availability for mission

critical applications, and contextual awareness for people, devices and things connected to the Internet.

products and services have been deployed across multiple countries and industries;

however, we are focused on high-growth market segments

such as fixed-line or 5G-based fixed wireless broadband access, and subscription-based managed Wi-Fi for unserved and underserved communities.

In both cases, broadband or Internet connectivity services are offered with a variety of Edge applications and value-added services,

including advanced AI-driven cybersecurity, through Mobile Network Operators, Multiple System Operators, Internet Service Providers and

other types of Managed Service Providers.

The industrial applications include climate smart buildings, smart farming with precision agriculture,

smart warehouses and smart retail as cloud-managed converged private networks.

recognized the innovativeness and capabilities of the platform by naming the Company a Leading Smart Edge Platform in 2023 and Cool Vendor

in Edge Computing in 2021.

Market Reports World in its research report published in October 2023 named the Company as one of the top

10 Edge AI solution providers alongside of IBM, Microsoft, Amazon Web Services and others.

Veea was founded in 2014 by Allen Salmasi, our Chief Executive Officer and a pioneering wireless technology leader.

Salmasi helped

to drive industry transformation through his contributions to the development of CDMA/TDMA-based OmniTRACS, the largest mobile satellite

messaging and position reporting system with integrated IoT solutions during the 1980s and 1990s;

CDMA-based 2G/3G technologies and products

at Qualcomm in 1990s;

OFDMA-based 4G technologies and products at NextWave during the 2000s, and hyper-converged edge computing and communications

during the 2010s;

and beyond with the Company.

Company has six wholly owned subsidiaries, VeeaSystems Inc., formerly known as Veea Inc.

a Delaware corporation, (“Private Veea”

or “VeeaSystems”), Veea Solutions Inc., a Delaware corporation, VeeaSystems Development Inc., formerly known as Veea Systems

Inc., a Delaware corporation, Veea Systems Ltd., a company organized under the laws of England and Wales, VeeaSystems SAS, a French simplified

joint stock company and VeeaSystems CK Inc., a Delaware corporation;

and one majority owned subsidiary, VeeaSystems Mexico, S.

de C.V., a limited capital company organized under the laws of Mexico (“VeeaSystems MX”).

VeeaSystems MX is 95 % owned

by VeeaSystems Inc., and due to local law requirements, the remaining 5 % is held by the Company’s CEO.

The Company is headquartered

in New York City with offices in the United States, Mexico and Europe.

During the years ended December 31, 2025

and 2024, the Company incurred operating losses of approximately $ 18.8 million and $ 84.1 million, respectively, and had an accumulated

deficit of $ 224.5 million as of December 31, 2025.

Since its inception, it has incurred significant operating losses and negative cash

As of December 31, 2025, it had cash of approximately $ 0.1 million and outstanding debt of $ 19.8 million, of which $ 750,000 was

outstanding under the September 2024 Notes (as defined below), $ 1.0 million was outstanding under the Crowdkeep Convertible Notes (as

defined below), $ 14.0 million was outstanding under the working capital facility, $ 2.3 million was outstanding under a related party note

payable, and $ 1.8 million was outstanding under a notes payable with an inventory vendor.

The Company’s founder has funded

operations through related party notes and advances.

The Company plans to fund its operations and capital funding needs for the next 12

months with revenue generated from operations, including anticipated revenue generated under the Supply Agreement entered into with Telcel,

and using proceeds from its existing financing arrangements under the ELOC Purchase Agreement, its new secured term loan facility with

Pasadena Private Lending (described below) and note purchase agreement with White Lion Capital, LLC (described below).

Further, the Company

could pursue other equity and debt financing from new or existing investors, including related parties, which may continue to include

the Company’s CEO and his affiliates.

The Company’s founder will continue to support the Company if it cannot pursue other

equity or debt financing.

January 14, 2026, the Company entered into a Note Purchase Agreement with White Lion Capital, LLC (“White Lion”) pursuant

to which the Company agreed to issue, and White Lion agreed to purchase, at one or more closings, unsecured promissory notes in the aggregate

funded amount of up to $ 2,500,000 and common stock warrants to purchase shares of the Company’s common stock.

The first closing

occurred on January 14, 2026 at which the Company issued, and White Lion purchased, a convertible note with a face amount of $ 555,556

and warrant to purchase 990,099 shares of common stock with an exercise price of $ 0.505 per share.

At the first closing, the Company

received cash proceeds of $ 475,000 , net of original issuance discount and certain transaction expenses.

February 17, 2026, the Company entered into a secured Loan Agreement with Pasadena Private Lending, Inc.

with an aggregate principal

amount of up to $ 10,550,000 .

The initial loan amount of $ 5,500,000 was borrowed on February 17, 2026.

March 30, 2026, the Company entered into a Note Conversion Agreement with NLabs, pursuant to which outstanding promissory notes, including

accrued interest, in the aggregate amount of approximately $ 16.9 million were converted into 168,764 shares of Series A Convertible Preferred

Stock at a stated value of $ 100.00 per share, and certain unpaid rent and related charges for 83 rd Street LLC totaling

approximately $ 4.3 million were converted into an additional 43,236 shares of Series A Convertible Preferred Stock at the same per share

Additionally, in connection with the note conversion, the Company and NLabs entered into an amendment to the underlying promissory

notes pursuant to which the Company agreed to issue a warrant to purchase 33,551,486 shares of common stock at an exercise price of $ 0.503

- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of Consolidation

Company’s consolidated financial statement include the accounts of the Company and its wholly owned subsidiaries.

All significant

intercompany accounts and transactions have been eliminated in consolidation.

We consolidate any variable interest entity (“VIE”)

where we have determined we are the primary beneficiary.

accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the

United States of America (“GAAP”) and the rules and regulations of the U.S.

Securities and Exchange Commission (the “SEC”)

for interim financial information.

Accordingly, certain information and footnote disclosures normally included in consolidated financial

statements in accordance with GAAP have been omitted.

In the opinion of management, all adjustments considered necessary for a fair presentation

have been included.

significant intercompany balances and transactions have been eliminated in consolidation.

We consolidate any variable interest entity

(“VIE”) where we have determined we are the primary beneficiary.

The primary beneficiary is the entity which has both:

(i) the power to direct

the activities of the VIE that most significantly impact the VIE’s economic performance;

and (ii) the obligation to absorb losses

or receive benefits of the entity that could potentially be significant to the VIE.

During 2024, the Company had one VIE, VeeaSystems

Transactions with VeeaSystems MX were immaterial during all periods presented and are not separately disclosed.

of Presentation and Significant Accounting Policies

accompanying consolidated financial statements have been prepared in accordance with U.S.

generally accepted accounting principles (“U.S.

GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding annual financial

Any reference in these notes to applicable accounting guidance is meant to refer to the authoritative U.S.

GAAP included in

the Accounting Standards Codification (“ASC”), and Accounting Standards Update (“ASU”) issued by the Financial

Accounting Standards Board (“FASB”).

the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance;

and (ii) the obligation

to absorb losses or receive benefits of the entity that could potentially be significant to the VIE.

The Company has one VIE, VeeaSystems

Transactions with VeeaSystems MX were immaterial during all the periods presented and are not separately disclosed.

of Accounting

accompanying consolidated financial statements have been prepared on the accrual basis in accordance with accounting principles generally

accepted under GAAP.

of the Company is required to make certain estimates, judgments, and assumptions during the preparation of its consolidated financial

14 unchanged sentences

the fair value of acquisition-related contingent consideration arrangements;

the fair value of the ELOC (Note 10);

unrecognized tax benefits;

legal contingencies;

the incremental borrowing rate for the Company’s leases;

and the valuation of stock-based compensation, among others.

and Subsidiaries

Notes to the Consolidated Financial Statements

For the Years ended December 31, 2024 and 2023

Reclassification

amounts from prior period financial statements have been reclassified to align with the presentation used in the current consolidated

financial statements for comparative purposes.

These reclassifications had no material effect on the Company’s previously issued

financial statements.

Growth Company Status

8 unchanged sentences

effective dates.

The Company complies with ASU 2023-07,

“Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures,” which improves reportable segment disclosure

requirements, primarily through enhanced disclosures about significant segment expenses among other disclosure requirements.

See Note 17 – Segment information for more information.

Fair Value Measurement

280, Segment Reporting (“ASC 280”), establishes standards for the way that public business enterprises report information

about operating segments in their annual consolidated financial statements and requires that those enterprises report selected information

about operating segments in interim financial reports.

ASC 280 also establishes standards for related disclosures about products and

services, geographic areas and major customers.

The Company’s business segments are based on the organization structure used by

the chief operating decision maker (“CODM”) for making operating and investment decisions and for assessing performance.

Company operates as a single operating segment.

The CODM assesses the performance of and decides how to allocate resources

for the one segment based on consolidated net loss.

Further, EBITDA (earnings before interest taxes, depreciation and amortization),

which is not presented on the face of the Company’s Consolidated Statements of Operations, is used to assist with the measurement

of segment performance and allocate resources.

The CODM also uses net loss and adjusted EBITDA, to decide the level of investment in

various operating activities and other capital allocation activities.

Accordingly, the Company has determined that it has a single reportable

segment and operating segment.

The majority of the Company’s assets as of December 31, 2025 and 2024, were attributable to

The Company’s long-lived assets are based on the physical location of the assets.

For year ended December

31, 2025, substantially all of the Company’s revenue was attributable to its U.S.

operations and not materially concentrated among

The measure of segment assets is reported on the Company’s Consolidated Balance Sheets as Total Assets.

Value Measurement

value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous

4 unchanged sentences

of inputs, of which the first two are considered observable and the last is considered unobservable:

Level 1 - Observable

inputs obtained from independent sources, such as quoted market prices for identical assets

and liabilities in active markets.

Level 2 - Other

inputs, which are observable directly or indirectly, such as quoted market prices for similar

assets or liabilities in active markets, quoted market prices for identical or similar assets

or liabilities in markets that are not active, and inputs that are derived principally from

or corroborated by observable market data.

Level 3 - Unobservable

inputs for which there is little or no market data and require the Company to develop its

own assumptions, based on the best information available in the circumstances, about the

assumptions market participants would use in pricing the assets or liabilities.

inputs obtained from independent sources, such as quoted market prices for identical assets and liabilities in active markets.

inputs, which are observable directly or indirectly, such as quoted market prices for similar assets or liabilities in active markets,

quoted market prices for identical or similar assets or liabilities in markets that are not active, and inputs that are derived principally

from or corroborated by observable market data.

inputs for which there is little or no market data and require the Company to develop its own assumptions, based on the best information

available in the circumstances, about the assumptions market participants would use in pricing the assets or liabilities.

Company issued common stock warrants classified as equity securities which do not require recurring fair value measurement.

11 – Warrants for the assumptions used in estimating the fair value of such common stock warrants .

and Subsidiaries

to the Consolidated Financial Statements

the Years ended December 31, 2024 and 2023

Fair Value Measurements

following methods and assumptions were used to estimate the fair value of each class of financial assets and liabilities for which it

is practicable to estimate fair value:

market funds - The carrying amount of money market funds approximates fair value and is classified within Level 1 because the fair value

is determined through quoted market prices.

Warrants - The carrying value of the warrants is classified within Level 2 because the fair value is determined through quoted

market prices, which are valued using the closing market price of the public warrants as the private placement warrants have terms and

provisions that are identical to those of the public warrants.

Note Option Liability - The initial measurement and carrying value of the conversion option is classified within Level 3 because the

fair value is determined through an option pricing model.

Share Liability - The initial measurement and carrying value is classified within Level 3 because the fair value is determined through

Monte Carlo simulation.

Company’s remaining financial instruments that are measured at fair value on a recurring basis consist primarily of cash, accounts

receivable, accounts payable, accrued expenses, and other current liabilities.

The Company believes their carrying values are representative

of their fair values due to their short-term maturities.

Company evaluates whether acquired net assets should be accounted for as a business combination or an asset acquisition by first applying

17 unchanged sentences

contingent consideration are recognized on the consolidated statements of operations in the period of change.

and Subsidiaries

to the Consolidated Financial Statements

the Years ended December 31, 2024 and 2023

the initial accounting for a business combination has not been finalized by the end of the reporting period in which the transaction

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amount based on the estimated relative standalone selling price.

Company earns revenue from the sale of its VeeaHub® devices, licenses and subscriptions.

The Company generated revenues of $ 141,760

and $ 9,072,130 during the years ended December 31, 2024 and 2023, respectively.

2023 revenue was generated from the license of

The Company earns revenue from the sale

of its VeeaHub® devices, licenses and subscriptions.

The Company generated revenues of $ 222,018 and $ 141,760 during the years ended

December 31, 2025 and 2024, respectively.

2025 revenue for all periods presented was generated principally from paid pilots.

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and professional services to help customers maximize their utilization of deployed systems.

and Subsidiaries

Notes to the Consolidated Financial Statements

For the Years ended December 31, 2024 and 2023

contract liability for deferred revenue is recorded when consideration is received or is unconditionally due from a customer prior to

3 unchanged sentences

Deferred revenue balances were not significant as of December 31, 2025 and 2024.

Disaggregation

The following tables summarize revenue from contracts with customers

for the years ended December 31, 2024 and 2023, respectively:

the year ended December 31,

Hardware, net

The Company accrues the estimated cost of product warranties at the

time of recognizing revenue.

The Company’s standard product warranty terms generally include post-sales support and repairs or replacement

of a product at no additional charge for a specified period of time.

The Company actively monitors and evaluates the quality of its component

The estimated warranty obligation is based on contractual warranty terms, repair costs, and the Company’s baseline experience.

The Company’s standard warranty terms are twelve months.

Warranty expense was not significant for the years ended December 31, 2024

accounts receivable are recognized and carried at billed amounts less an allowance for credit losses.

The Company adopted the Current

Expected Credit Losses (“CECL”) guidance effective January 1, 2023.

The Company maintains the allowance for estimated losses

resulting from the inability of the Company’s customers to make required payments.

The allowance represents the current estimate

of lifetime expected credit losses over the remaining duration of existing accounts receivable considering current market conditions

and supportable forecasts when appropriate.

The estimate is a result of the Company’s ongoing evaluation of collectability, customer

creditworthiness, historical levels of credit losses, and future expectations.

The allowance for credit losses were not significant as

of December 31, 2024 and 2023.

The Company values inventory at the lower of cost or net realizable

Company accrues the estimated cost of product warranties at the time of recognizing revenue.

The Company’s standard product warranty

terms generally include post-sales support and repairs or replacement of a product at no additional charge for a specified period of

The Company actively monitors and evaluates the quality of its component suppliers.

The estimated warranty obligation is based

on contractual warranty terms, repair costs, and the Company’s baseline experience.

The Company’s standard warranty terms

are twelve months.

Warranty expense was not significant for the years ended December 31, 2025 and 2024.

Trade accounts receivable are recognized

and carried at billed amounts less an allowance for credit losses.

The Company maintains the allowance for estimated losses resulting

from the inability of the Company’s customers to make required payments.

The allowance represents the current estimate of lifetime

expected credit losses over the remaining duration of existing accounts receivable considering current market conditions and supportable

forecasts when appropriate.

The estimate is a result of the Company’s ongoing evaluation of collectability, customer creditworthiness,

historical levels of credit losses, and future expectations.

The allowance for credit losses were not significant as of December 31,

2025 and 2024.

The Company values inventory at the

lower of cost or net realizable value.

Cost is computed using standard cost which approximates actual cost on a first-in, first-out basis.

At each reporting period, the

Company assesses the value of its inventory and writes down the cost of inventory to its net realizable value, if required, for estimated

excess or obsolescence.

Factors influencing these adjustments include changes in future demand forecasts, market conditions, technological

changes, product life cycle and development plans, component cost trends, product pricing, physical deterioration, and quality issues.

The write down for excess or obsolescence is charged to the provision for inventory, in the Company’s consolidated statements of

operations and comprehensive loss.

At the point of the loss recognition, a new, lower cost basis for that inventory is established, and

subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis.

year ended December 31, 2024, the Company recorded $ 551,492 as a provision for inventory.

and Subsidiaries

Notes to the Consolidated Financial Statements

For the Years ended December 31, 2024 and 2023

At each reporting period, the Company assesses the value of its inventory and writes down the cost of inventory to its net realizable

value, if required, for estimated excess or obsolescence.

Factors influencing these adjustments include changes in future demand forecasts,

market conditions, technological changes, product life cycle and development plans, component cost trends, product pricing, physical

deterioration, and quality issues.

The write down for excess or obsolescence is charged to the provision for inventory, in the Company’s

consolidated statements of operations and comprehensive income (loss).

At the point of the loss recognition, a new, lower cost basis

for that inventory is established, and subsequent changes in facts and circumstances do not result in the restoration or increase in

that newly established cost basis.

For the year ended December 31, 2024, the Company recorded $ 551,492 as a provision for inventory.

There was no change in the provision for inventory recorded for the year ended December 31, 2025.

of Goods Sold

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gain/loss and other administrative expenses.

and Subsidiaries

to the Consolidated Financial Statements

the Years ended December 31, 2024 and 2023

and Equipment, net

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accumulated depreciation or amortization are removed from the balance sheets and the resulting gain or loss is included in operating

expense in the Company’s consolidated statements of operations and comprehensive loss.

Goodwill represents the excess of the aggregate purchase consideration

over the fair value of the net assets acquired.

Goodwill is reviewed for impairment on an annual basis, or more frequently if events or

changes in circumstances indicate that the carrying amount of goodwill may be impaired.

In conducting its annual impairment test, the

Company first reviews qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is

less than its carrying amount.

If factors indicate that the fair value of the reporting unit is less than its carrying amount, the Company

performs a quantitative assessment, and the fair value of the reporting unit is determined by analyzing the expected present value of

future cash flows.

If the carrying value of the reporting unit continues to exceed its fair value, the fair value of the reporting unit’s

goodwill is calculated and an impairment loss equal to the excess is recorded.

The Company’s goodwill was recorded in connection

with an acquisition consummated in June 2018.

For each of the years ended December 31, 2024 and 2023, there were no events or indicators

that goodwill was impaired.

expense in the Company’s consolidated statements of operations and comprehensive income (loss).

represents the excess of the aggregate purchase consideration over the fair value of the net assets acquired.

Goodwill is reviewed for

impairment on an annual basis, or more frequently if events or changes in circumstances indicate that the carrying amount of goodwill

may be impaired.

In conducting its annual impairment test, the Company first reviews qualitative factors to determine whether it is more

likely than not that the fair value of the reporting unit is less than its carrying amount.

If factors indicate that the fair value of

the reporting unit is less than its carrying amount, the Company performs a quantitative assessment, and the fair value of the reporting

unit is determined by analyzing the expected present value of future cash flows.

If the carrying value of the reporting unit continues

to exceed its fair value, the fair value of the reporting unit’s goodwill is calculated and an impairment loss equal to the excess

The Company’s goodwill was recorded in connection with an acquisition consummated in June 2018.

For each of the years

ended December 31, 2025 and 2024, there were no events or indicators that goodwill was impaired.

of Long-Lived Assets

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in the period in which they occur.

June 8, 2018, the Company converted from an S Corporation to a C Corporation for federal and state income tax purposes.

prior to the conversion to a C corporation, the Company did not record deferred tax assets or liabilities or have any net operating loss

carryforwards.

The Company is required to file tax returns in the U.S.

The Company is required to file tax

returns in the U.S.

federal jurisdiction and various states and local municipalities.

The Companies non-US subsidiaries are required to files tax returns in the jurisdictions of their organization.

judgment is required in determining the Company’s uncertain tax positions.

It is not expected that there will be a significant

change in uncertain tax positions for the years ended December 31, 2024 and December 31, 2023, respectively.

The Companies non-US subsidiaries are required

to files tax returns in the jurisdictions of their organization.

Significant judgment is required in determining

the Company’s uncertain tax positions.

It is not expected that there will be a significant change in uncertain tax positions for

the years ended December 31, 2025 and 2024, respectively.

Operations and Foreign Currency Translation

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in which they operate, are translated into USD in accordance with GAAP.

and Subsidiaries

Notes to the Consolidated Financial Statements

For the Years ended December 31, 2024 and 2023

and liabilities are translated at year-end exchange rates, while revenues and expenses are translated at average exchange rates during

Differences resulting from translation are presented in equity as accumulated other comprehensive loss.

Transaction gains and

losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included

in the results of operations as incurred.

Foreign currency transaction (gain) loss, mainly related to intercompany transactions, is included

in the consolidated statements of operations.

For the years ended December 31, 2024 and 2023, transactions losses were $ 1,231,954 and

$ 1,433,388 , respectively.

Assets and liabilities are translated at

year-end exchange rates, while revenues and expenses are translated at average exchange rates during the year.

Differences resulting from

translation are presented in equity as accumulated other comprehensive income.

Transaction gains and losses that arise from exchange rate

fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as

Foreign currency transaction (gain) loss, mainly related to intercompany transactions, is included in the consolidated statements

of operations.

For the years ended December 31, 2025 and 2024, transactions (gains) losses were ($ 1,547,673 ) and $ 1,231,954 , respectively.

Comprehensive

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as revenue, expenses, gains, and losses that under GAAP are recorded as an element of stockholders’ deficit but are excluded from

The Company’s other comprehensive loss consists of foreign currency translation adjustments that result from the consolidation

of its foreign subsidiaries and is reported net of tax effects.

Company holds non-marketable equity and other investments (“privately held investments”) which are included in noncurrent

assets in the Company’s consolidated balance sheet.

The Company monitors these investments for impairments and makes adjustments

in carrying values if management determines that an impairment charge is required based primarily on the financial condition and near-term

prospects of these investments.

The Company’s other comprehensive income (loss) consists of foreign currency translation adjustments that result from

the consolidation of its foreign subsidiaries and is reported net of tax effects.

The Company holds non-marketable equity

and other investments (“privately held investments”) which are included in noncurrent assets in the Company’s consolidated

balance sheet.

The Company monitors these investments for impairments and makes adjustments in carrying values if management determines

that an impairment charge is required based primarily on the financial condition and near-term prospects of these investments.

the year ended December 31, 2025, the Company determined that its investments were fully impaired.

As such, an impairment loss of $ 235,877

which is recorded within Other expense in our consolidated statements of operations .

Concentration

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The Company has not experienced any losses in such accounts.

the year ended December 31, 2024, four customers accounted for 15 %, 20 %, 15 % and 15 %, respectively, of the Company’s revenue.

the year ended December 31, 2023 one customer accounted for 99 % of the Company’s revenue.

For the year ended December 31, 2024,

two vendors accounted for 37 % and 36 %, respectively, of the Company’s total vendor purchases.

For the year ended December 31, 2023,

one supplier accounted for 39 % of the Company’s total supplier purchases.

of December 31, 2024, three customers accounted for 11 %, 14 % and 17 % of the Company’s accounts receivable, and two vendors accounted

for 19 % and 13 % of the Company’s accounts payable balance.

As of December 31, 2023, two customers accounted for 36 % and 23 % of

the Company’s accounts receivable, and no vendor accounted for 10% or more of the Company’s accounts payable balance.

and Subsidiaries

Notes to the Consolidated Financial Statements

For the Years ended December 31, 2024 and 2023

per Share, recasted

net loss per share is calculated by dividing net loss attributable to common stockholders by the weighted-average number of shares of

common stock outstanding during the year.

Diluted net loss per share is based upon the diluted weighted-average number of shares outstanding

during the year.

Diluted net loss per share gives effect to all potentially dilutive common share equivalents, including stock options,

and warrants, to the extent they are dilutive.

Basic net loss per share is calculated

by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during

Diluted net loss per share is based upon the diluted weighted-average number of shares outstanding during the year.

net loss per share gives effect to all potentially dilutive common share equivalents, including stock options, convertible notes, and

warrants, to the extent they are dilutive.

See Note 15 - Earnings Per Share .

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were it a standalone instrument, meets the definition of a “derivative” in ASC 815, Derivatives and Hedging.

conversion feature meets the definition of an embedded derivative, it would be separated from the host instrument and classified as a

derivative liability carried on the consolidated balance sheet at fair value, with any changes in its fair value recognized currently

in the consolidated statements of operations.

See Note 7 “Debt” for further information.

When a conversion

feature meets the definition of an embedded derivative, it would be separated from the host instrument and classified as a derivative

liability carried on the consolidated balance sheet at fair value, with any changes in its fair value recognized currently in the consolidated

statements of operations.

See Note 7- Debt.

Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s

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consolidated statements of operations.

Company accounts for the Public and Private warrants in accordance with guidance contained

in ASC 815-40.

Such guidance provides that because the Public warrants meet the criteria

for equity treatment.

Company accounts for the Public and Private warrants in accordance with guidance contained in ASC 815-40.

Such guidance provides that

because the public warrants meet the criteria for equity treatment.

Such guidance provides that because the Private warrants do not meet

the criteria for equity treatment thereunder, each warrant must be recorded as a liability

See Note 11 “Warrants” for further information.

and Subsidiaries

to the Consolidated Financial Statements

the Years ended December 31, 2024 and 2023

the criteria for equity treatment thereunder, each warrant must be recorded as a liability See Note 11- Warrants.

Pronouncements Recently Adopted

November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280):

In December 2023, the FASB issued

ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures .

The ASU requires that an entity disclose specific

categories in the effective tax rate reconciliation as well as reconciling items that meet a quantitative threshold.

Further, the ASU

requires additional disclosures on income tax expense and taxes paid, net of refunds received, by jurisdiction.

The new standard is effective

for annual periods beginning after December 15, 2024, on a prospective basis with the option to apply it retrospectively.

Early adoption

is permitted.

The adoption of this guidance results in the Company being required to include enhanced income tax-related disclosures.

The Company adopted this guidance prospectively effective January 1, 2025;

however, as there is a full valuation allowance on its deferred

tax assets, there is no material impact on these consolidated financial statements.

In November 2023, the FASB issued

ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures .

This ASU includes amendments that expand the existing reportable segment disclosure requirements and requires disclosure of (i) significant

expense categories and amounts by reportable segment as well as the segment’s profit or loss measure(s) that are regularly provided

to the chief operating decision maker (the “CODM”) to allocate resources and assess performance;

(ii) how the CODM uses each

reported segment profit or loss measure to allocate resources and assess performance;

(iii) the nature of other segment balances contributing

to reported segment profit or loss that are not captured within segment revenues or expenses;

and (iv) the title and position of the

individual or name of the group or committee identified as the CODM.

We adopted the ASU on January 1, 2024, and the adoption did not

have a material impact on the Company’s consolidated financial statements.

This ASU includes amendments

that expand the existing reportable segment disclosure requirements and requires disclosure of (i) significant expense categories and

amounts by reportable segment as well as the segment’s profit or loss measure(s) that are regularly provided to the chief operating

decision maker (the “CODM”) to allocate resources and assess performance;

(ii) how the CODM uses each reported segment profit

or loss measure to allocate resources and assess performance;

(iii) the nature of other segment balances contributing to reported segment

profit or loss that are not captured within segment revenues or expenses;

and (iv) the title and position of the individual or name of

the group or committee identified as the CODM.

This guidance requires retrospective application to all prior periods presented in the

financial statements and is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning

after December 15, 2024.

Early adoption is permitted.

The adoption of this guidance results in the Company being required to include

enhanced disclosures relating to its reportable segments.

The Company adopted this guidance effective January 1, 2024, and it did not

have a material effect on the Company’s consolidated financial statements.

Accounting Pronouncements Not Yet Adopted

December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures”.

The ASU requires

that an entity disclose specific categories in the effective tax rate reconciliation as well as reconciling items that meet a quantitative

Further, the ASU requires additional disclosures on income tax expense and taxes paid, net of refunds received, by jurisdiction.

The new standard is effective for annual periods beginning after December 15, 2024 on a prospective basis with the option to apply it

retrospectively.

November 2024, the FASB issued ASU No.

2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures

(Subtopic 220-40).

In January 2025, the FASB issued ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense

Disaggregation Disclosures (Subtopic 220-40):

Clarifying the Effective Date to clarify the effective date of ASU 2024-03.

The amendments

in this ASU require a public business entity to disclose specific information about certain costs and expenses in the notes to its financial

statements for interim and annual reporting periods.

The objective of the disclosure requirements is to provide disaggregated information

about a public business entity’s expenses to help investors (a) better understand the entity’s performance, (b) better assess

the entity’s prospects for future cash flows, and (c) compare an entity’s performance over time and with that of other entities.

The additional disclosures under this update include (1) disclosing the amounts of purchases of inventory, employee compensation, depreciation,

intangible asset amortization, and depreciation, depletion, and amortization recognized as part of oil and gas-producing activities (DD&A)

(or other amounts of depletion expense) that are included in each relevant expense caption, (2) include certain amounts that are already

required to be disclosed under current generally accepted accounting principles (GAAP) in the same disclosure as the other disaggregation

requirements, (3) disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated

quantitatively, and (4) disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition

of selling expenses.

The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2026, and interim

reporting periods beginning after December 15, 2027.

Early adoption is permitted.

The adoption of this guidance will result in the Company being required to include enhanced

income tax related disclosures.

The Company is currently evaluating the impact this standard will have on its consolidated financial

November 2024, the FASB issued ASU 2024-03, " Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures

(Subtopic 220-40):Disaggregation of Income Statement Expenses " ("ASU 2024-03").

The standard requires additional disclosure

of certain costs and expenses within the notes to the financial statements.

The provisions of the standard are effective for annual reporting

periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted.

This accounting standards update may be applied either prospectively or retrospectively.

The Company is currently evaluating the impact

this standard will have on its consolidated financial statements.

The Company is currently evaluating the impact of this

ASU on its consolidated financial statements.

- ACQUISITION

May 13, 2025, the Company entered into an Asset Purchase Agreement with Crowdkeep, Inc., a Delaware corporation (the “Seller”),

pursuant to which the Company acquired certain assets of the Seller relating to the Seller’s IoT technology platform business,

free and clear of any liens other than certain specified liabilities of the Seller that were assumed.

In consideration for the acquisition,

the Company issued 4,065,689 shares of its Common Stock (the “Purchase Price”).

transaction was accounted for as an asset acquisition, as the Company determined that substantially all of the fair value was concentrated

in a single identifiable intangible asset, proprietary technology, and therefore applied a model consistent with asset acquisition accounting.

The total purchase consideration of $ 6,957,456 was comprised of equity consideration of $ 6,830,358 based on the number of shares

issued at the closing share price, and direct acquisition-related costs for legal and advisory fees of $ 127,098 , the total of which was

allocated to the acquired assets on a relative fair value basis.

Because this was not a business combination, no goodwill was recognized.

transaction was considered a related party transaction due to the involvement of a Company board member who was also the CEO and a shareholder

of Crowdkeep.

The Company established a special committee of the Board comprised of independent members of the Board, that evaluated

and approved the transaction, concluding that the terms were commercially reasonable and negotiated at arm’s length.

patented technology, which is recorded as part of intangible assets, net in the accompanying consolidated balance sheet, will be amortized

over its estimated useful life of 10 years .

- REVERSE RECAPITALIZATION

As discussed in Note 1, “Organization and Business Operations”,

the Business Combination was consummated on September 13, 2024, which, for accounting purposes, was treated as the equivalent of Private

Veea issuing stock for the net assets of Plum, accompanied by an equity recapitalization of Private Veea.

Under this method of accounting,

Plum was treated as the acquired company for financial accounting and reporting purposes under GAAP.

This determination was primarily

based on the assumption that:

● Private Veea’s current shareholders will hold a majority of the

voting power of New Plum (“New Plum”) post Business Combination

● effective upon the Business Combination, the post-combination Board

will consist of seven (7) directors, including five (5) directors designated by Private Veea, one (1) director designated by Plum and

one (1) director mutually agreed upon by Plum and Private Veea;

and Subsidiaries

to the Consolidated Financial Statements

the Years ended December 31, 2024 and 2023

● Private Veea’s operations will substantially comprise the ongoing operations of New Plum;

● Private Veea’s senior management will comprise the senior management of New Plum.

determining factor was that Plum does not meet the definition of a “business” pursuant to ASC 805-10-55, Business Combinations

(“ASC 805”), and thus, for accounting purposes, the Business Combination will be accounted for as a reverse recapitalization,

within the scope of ASC 805.

As discussed in Note 1, “Organization and

Business Operations”, the Business Combination was consummated on September 13, 2024, which, for accounting purposes, was treated

as the equivalent of Private Veea issuing stock for the net assets of Plum, accompanied by an equity recapitalization of Private Veea.

Under this method of accounting, Plum was treated as the acquired company for financial accounting and reporting purposes under GAAP.

This determination was primarily based on the assumption that:

Veea’s current shareholders will hold a majority of the voting power of New Plum (“New Plum”) post Business Combination

upon the Business Combination, the post-combination Board will consist of seven (7) directors, including five (5) directors designated

by Private Veea, one (1) director designated by Plum and one (1) director mutually agreed upon by Plum and Private Veea;

Veea’s operations will substantially comprise the ongoing operations of New Plum;

Veea’s senior management will comprise the senior management of New Plum.

Another determining factor was that Plum does

not meet the definition of a “business” pursuant to ASC 805-10-55, Business Combinations (“ASC 805”), and

thus, for accounting purposes, the Business Combination will be accounted for as a reverse recapitalization, within the scope of ASC 805.

The net assets of Plum will be stated at historical cost, with no goodwill or other intangible assets recorded.

Any excess of the fair value of shares issued to Plum over the fair value of Plum’s identifiable net assets acquired represents

compensation for the service of a stock exchange listing for its shares and is expensed as incurred.

Any excess of the fair

value of shares issued to Plum over the fair value of Plum’s identifiable net assets acquired represents compensation for the service

of a stock exchange listing for its shares and is expensed as incurred.

Transaction Proceeds

Upon Closing of the Business Combination, the Company received net

proceeds of $ 1.1 million from the Business Combination, offset by total transaction costs of $ 5.3 million.

The following table reconciles

the elements of the Business Combination to the consolidated statements of cash flows and the consolidated statement of changes in stockholders’

equity (deficit) for the year ended December 31, 2024:

T he following

table reconciles the elements of the Business Combination to the consolidated statements of cash flows and the consolidated statement

of changes in stockholders’ equity (deficit) for the year ended December 31, 2024:

Cash-trust and cash, net of redemptions

transaction costs

and professional fees, paid

transaction costs and professional fees, paid

( 5,345,222 )

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prepaid expenses

Reverse recapitalization,

Reverse recapitalization, net

$ ( 6,901,598 )

The number of shares of common stock issued immediately following the

consummation of the Business Combination were:

Plum Class A common stock, outstanding

prior to the Business Combination

Redemption of

Plum Class A common stock

The number of shares of common stock issued immediately

following the consummation of the Business Combination were:

Plum Class A common stock, outstanding prior to the Business Combination

Redemption of Plum Class A common stock

( 2,652,516 )

Class A common stock of Plum

Plum Class A common

stock, outstanding prior the Business Combination

Plum Class A common stock, outstanding prior the Business Combination

Business Combination shares

2 unchanged sentences

Conversion of Sponsor Notes for Common Stock

Common Stock issued

Stock immediately after the Business Combination

number of Veea shares was determined as follows:

Private Veea Series A-2 Preferred

Common Stock issued for services

Common Stock immediately after the Business Combination

The number of Veea shares was determined as follows:

Private Veea Series A-2 Preferred Stock

Private Veea Series A-1 Preferred Stock

Private Veea Common Stock

Private Veea Series A Preferred Stock

Private Veea Common Stock

and Subsidiaries

to the Consolidated Financial Statements

the Years ended December 31, 2024 and 2023

and private placement warrants

6,384,326 Public Warrants issued at the time of Plum’s initial public offering, and 6,256,218 warrants issued in connection with

private placement at the time of Plum’s initial public offering (the “Private Placement Warrants”) remained outstanding

and became warrants for the Company.

Share Liability

Private Veea Common Stock Warrants

Public and private placement warrants

The 6,384,326 Public Warrants issued

at the time of Plum’s initial public offering, and 6,256,218 warrants issued in connection with private placement at the

time of Plum’s initial public offering (the “Private Placement Warrants”) remained outstanding and became warrants for

Earn-out Share Liability

Following the Closing of the Business Combination, holders of certain

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obligation to issue the earnout shares is recorded as a contingent liability (the “Earn-out Share Liability”) in the Company’s

financial statements and the initial value of the Earn-out Share Lability is recorded as a transaction cost within operating expense

in the Company’s financial statements.

financial statements and the initial value of the Earn-out Share Lability is recorded as a transaction cost within operating expense in

the Company’s financial statements.

For each subsequent reporting period, changes in the fair value of the Earn-out Share Liability

will be reported in the Company’s financial statements.

Transaction related expenses

below table represents the amount of Veea Inc.

Veea Transaction related expenses

The below table represents the amount of Veea

related transaction expenses included in operating expenses for the year ended December 31, 2024:

5 unchanged sentences

Inventory allowance

( 1,145,548 )

Consigned parts

and Subsidiaries

Notes to the Consolidated Financial Statements

For the Years ended December 31, 2024 and 2023

and other current assets

and other current assets consists of the following:

Prepaid and other current assets

Prepaid and other current assets consists

of the following:

Prepaid expenses

5 unchanged sentences

The inventory was to be delivered on or before June 30, 2024.

inventory was not delivered by such date;

The inventory was not delivered by such date;

and as a result, the Company is entitled to a refund of its deposit.

2 unchanged sentences

Upon the return of the Company’s down payment, the order will terminate.

December 31, 2024, the deposit has not been returned.

The Company expects the return of the deposit before June 30, 2025.

December 31, 2025.

and Equipment, net

6 unchanged sentences

( 1,347,471 )

Total property and equipment

depreciation expense for the years ended December 31, 2024 and 2023, totaled approximately $ 212,000 and $ 226,000 , respectively.

and Subsidiaries

to the Consolidated Financial Statements

the Years ended December 31, 2024 and 2023

Expenses and Other Current Liabilities

expenses and other current liabilities consist of the following:

Payroll and payroll related expenses

Rent expenses - related party

Legal expenses

Consulting expenses

Other accrued expenses

and current liabilities

Total accrued expenses

and other current liabilities

( 1,209,401 )

property and equipment net

expense for the years ended December 31, 2025 and 2024, totaled approximately $ 130,000 and $ 212,000 , respectively.

- GOODWILL AND INTANGIBLE ASSETS

following is a summary of activity in goodwill:

following is a summary of activity in goodwill for the years ended December 31, 2025 and 2024:

Balance at December 31, 2023

4 unchanged sentences

assets consist of the following:

As of December 31, 2025

Period Costs as of

January 1, 2025 Additions Disposals Ending

Costs Accumulated

Amortization Accumulated

Impairment Net Book

Patents 15 years $ 7,551,468 $ 239,128 $ - $ 7,790,596 $ ( 6,844,695 ) $ - $ 945,901

Proprietary technology 10 years - 6,904,306 - 6,904,306 ( 423,343 ) - 6,480,963

Intangible assets, net $ 7,551,468 $ 7,143,434 $ - $ 14,694,902 $ ( 7,268,038 ) $ - $ 7,426,864

of December 31, 2024

6 unchanged sentences

$ ( 1,460,910 )

and Subsidiaries

to the Consolidated Financial Statements

the Years ended December 31, 2024 and 2023

of December 31, 2023

$ ( 6,703,750 )

( 3,554,784 )

( 1,460,910 )

intellectual assets

$ ( 11,227,812 )

$ ( 1,460,910 )

assets primarily consist of patents, patent applications, and in-process research and development (“IPR&D”) and other

identifiable intangible assets.

assets primarily consist of proprietary technology, patents, patent applications, and in-process research and development (“IPR&D”)

and other identifiable intangible assets.

Intangible assets are generally amortized on a straight-line basis over the periods of benefit.

The Company’s

patents have estimated remaining economic useful lives ranging from 5 - 15 years.

Management reviews intangible assets for impairment when

events and circumstances warrant.

December 31, 2024 and 2023, no events have occurred that required additional impairment of intangible

asset amortization expense, for the years ended December 31, 2024 and 2023 totaled approximately $ 62,000 and $ 534,000 , respectively.

The Company’s patents have estimated remaining economic useful lives ranging from 5 - 15 years and the proprietary technology

acquired from Crowdkeep Inc.

has an estimated remaining useful life of 10 years .

Management reviews intangible assets for impairment

when events and circumstances warrant.

During the years ended December 31, 2025 and 2024, there were no events that necessitated

additional impairment of intangible assets.

asset amortization expense for the years ended December 31, 2025 and 2024, totaled $ 502,630 and $ 62,000 , respectively.

estimated amortization expense for the Company’s intangible assets is approximately as follows:

Future estimated

amortization as of December 31, 2024

outstanding debt of the Company is comprised of the following, including convertible notes and other related party debt:

Loan Facility

estimated amortization as of December 31, 2025

outstanding third-party debt of the Company is comprised of the following, including convertible notes:

Revolving Loan Facility

Convertible notes payable, net

Notes payable

Revolving Loan Facility

Convertible notes payable,

( 1,102,684 )

1 unchanged sentence

Loan Facility

related party debt (Note 11)

and Subsidiaries

to the Consolidated Financial Statements

the Years ended December 31, 2024 and 2023

Loan Facility

In June 2021, the Company entered into

a revolving loan agreement (the “2021 Revolving Loan Agreement”)with First Republic Bank , which was subsequently acquired

by JPMorgan Chase, (the “Bank”) providing up to $ 14,000,000 of advances (collectively, the “Loan”).

accrues interest at a variable rate based on an index rate established by reference to the average 12 -month trailing one-year US treasuries

plus a spread of 1.80 % per annum and a minimum floor rate of 1.5 % per annum.

Interest is payable monthly in cash.

The Company was not

required to provide collateral for the advances or comply with any covenants.

The advances were secured by a lien on certain personal

assets of the CEO.

In consideration for the security provided by the CEO, the Company issued common stock warrants (the “Related

Party Common Stock Warrants”) to NLabs a significant shareholder of the Company (“NLabs”) in consideration for the

CEO’s guaranteeing the advances.

See Note 12 – Related Party Transactions, Common Stock Warrants .

2023, the Company repaid $ 5,000,000 of the principal balance of the Loan.

Following the acquisition of First Republic the Loan was transferred

As of December 31, 2024, the outstanding principal amount of the Loan was $ 12.7 million and $ 1.3 million is available for

Simultaneously with the closing of

the Business Combination, the Company and Private Veea issued convertible notes under note purchase agreements (the “Note Purchase

Agreements”) with certain accredited investors unaffiliated with the Company and Private Veea (each, an “Investor”)

for the sale of unsecured subordinated convertible promissory notes (the “September 2024 Notes”) as part of a private placement

offering of up to $ 15 million in purchase price for such September 2024 Notes in the aggregate (the “Financing Closing”).

The Company received $1.45 million in proceeds from the issuance of its convertible promissory note with a commitment from a convertible

note purchaser for the remaining unfunded amount of $ 13.6 million, which is to be funded on or prior to November 15, 2024, subsequently

extended to December 15, 2024.

In addition to a September 2024 Note, each Investor received as a transfer from NLabs immediately prior

to the Financing Closing a number of shares of Private Veea’s Series A-1 Preferred Stock that upon the Closing became a number of

registered shares of our common stock equal to such Investors’ original principal note loan amount under their respective notes

divided by $ 7.50 (the “Transferred Shares”).

June 2021, Private Veea entered into a revolving loan agreement (the “2021 Revolving Loan Agreement”) with First Republic

Bank, which was subsequently acquired by JPMorgan Chase, (the “Bank”) providing up to $ 14.0 million of advances (collectively,

The Loan accrues interest at a variable rate based on an index rate established by reference to the average 12 -month

trailing one-year US treasuries plus a spread of 1.80 % per annum and a minimum floor rate of 1.5 % per annum.

Interest is payable

monthly in cash.

Private Veea was not required to provide collateral for the advances or comply with any covenants.

The advances were

secured by a lien on certain personal assets of the CEO.

In consideration for the security provided by the CEO, Private Veea issued common

stock warrants (the “Related Party Common Stock Warrants”) to NLabs, a principal shareholder of the Company and affiliate

of Allen Salmasi (“NLabs”), in consideration for the CEO’s guaranteeing the advances.

See Note 12 for further information.

Following the acquisition of First Republic, the Loan was transferred to the Bank.

There were $ 1.3 million of borrowings during

the year ended December 31, 2025.

As of December 31, 2025, the outstanding principal amount of the Loan was $ 14.0 million, and there

is no availability to borrow additional funds.

On January 5, 2026, the Company repaid the principal and interest and terminated the 2021

Revolving Loan Agreement.

On January 5, 2026, the Company repaid the Loan in full by making a cash payment to the Bank of $ 14,076,218 ,

representing the total outstanding principal and interest due as of such date.

The Loan was repaid with the proceeds of a loan from NLabs.

See Note 12 for further information regarding the NLabs loan.

Notes Payable

Combination Convertible Notes Payable

Simultaneously with the Closing of the Business Combination, the Company

and Private Veea issued convertible notes under note purchase agreements with certain accredited investors unaffiliated with the Company

and Private Veea (each, an “Investor”) for the sale of unsecured subordinated convertible promissory notes (the “September

2024 Notes”) as part of a private placement offering of up to $ 15.0 million in purchase price for such September 2024 Notes

in the aggregate (the “Financing Closing”).

The Company received $ 1.45 million in proceeds from the issuance of its convertible

promissory notes.

In addition to a September 2024 Note, each Investor received, as a transfer from NLabs Inc., an affiliated of Allen

Salmasi, our Chief Executive Officer (“NLabs”), immediately prior to the Financing Closing, a number of shares of Private

Veea’s Series A Preferred Stock that upon the Closing became a number of registered shares of Common Stock equal to such Investors’

original principal note loan amount under their respective notes divided by $ 7.50 (the “Transferred Shares”).

Transfer Shares were delivered to Investors at the Financing Closing.

The Note Purchase Agreements include customary registration rights.

The Transferred Shares were recorded at a fair value of $ 21.6 million

on the Company’s consolidated financial statements, which reflected a significant discount to the face amount of the September 2024

Notes, In addition to the cash received at the Financing Closing, one of the Investors committed to purchase approximately $ 13.6 million

(the “Commitment Amount”) of September 2024 Notes, on or prior to November 15, 2024, which date was subsequently extended

to December 15, 2024.

On December 31, 2024, the Company and the Investor entered into a mutual Settlement and Release Agreement pursuant

to which the Company agreed to terminate the Investor’s obligation to purchase a note in the Commitment Amount and provided for

a mutual release of claims, in exchange for a payment to the Company of an aggregate amount of approximately $ 5.4 million, which amount

includes payments previously made to the Company in respect of the Commitment Amount.

As the Company received approximately $ 1.5 million

of the total expected $ 15 million proceeds at the Financing Closing, a proportional amount (approximately $ 19.5 million) of the substantial

discount had been deferred and recorded as a deferred financing asset on the Company’s consolidated financial statements.

31, 2024, the deferred financing assets was reversed on the Company’s consolidated financial statements.

Company and Private Veea are co-borrowers under each September 2024 Note (together, the “Borrowers”) and are jointly responsible

The September 2024 Notes include customary registration rights.

Transferred Shares were recorded at a fair value of $ 21.6 million on the Company’s consolidated financial statements at issuance,

which reflected a significant discount to the face amount of the September 2024 Notes.

In addition to the cash received at the Financing

Closing, one of the Investors committed to purchase approximately $ 13.6 million (the “Commitment Amount”) of September

2024 Notes, on or prior to November 15, 2024, which date was subsequently extended to December 15, 2024.

On December 31, 2024, the Company

and one of the Investors entered into a mutual Settlement and Release Agreement pursuant to which the Company agreed to terminate the

Investor’s obligation to purchase a note in the Commitment Amount and provided for a mutual release of claims, in exchange for

a payment to the Company of an aggregate amount of approximately $ 5.4 million, which amount includes payments previously made to

the Company in respect of the Commitment Amount.

As the Company received approximately $ 1.5 million of the total expected $ 15.0 million

proceeds at the Financing Closing, a proportional amount (approximately $ 19.5 million) of the substantial discount was deferred

and recorded as a deferred financing asset on the Company’s financial statements.

At December 31, 2024, the deferred financing

assets were reversed on the Company’s consolidated financial statements.

Company and VeeaSystems are co-borrowers under each September 2024 Note (together, the “Borrowers”) and are jointly responsible

for the obligations to each Investor thereunder.

Each September 2024 Note has a maturity date of 18 months after the Financing Closing

but is prepayable in whole or in part by the Borrowers at any time without penalty.

Each September 2024 Note has a maturity date of 18 months after the Financing

Closing but is prepayable in whole or in part by the Borrowers at any time without penalty.

The outstanding obligations under each September

3 unchanged sentences

2024 Note is unsecured and expressly subordinated to any senior debt of the Borrowers.

The September 2024 Notes and the Note Purchase

Agreements do not include any operational or financial covenants for the Borrowers.

Each September 2024 Note includes customary events

of default for failure to pay amounts due on the maturity date, for failure to otherwise comply with the Borrowers’ covenants thereunder

or for Borrower insolvency events, in each case, with customary cure periods, and upon an event of default, the Investor may accelerate

all obligations under its September 2024 Note and the Borrowers will be required to pay for the Investor’s reasonable out-of-pocket

collection costs.

and Subsidiaries

Notes to the Consolidated Financial Statements

For the Years ended December 31, 2024 and 2023

The outstanding obligations under each September 2024 Note are convertible

in whole or in part into shares of our common stock (the “Conversion Shares”) at a conversion price of $ 7.50 per share (subject

to equitable adjustment for stock splits, stock dividends and the like with respect to our common stock after the Financing Closing) (the

“Conversion Price”) at any time after the Financing Closing at the sole election of the Investor.

The outstanding obligations

under each September 2024 Note will automatically convert at the Conversion Price if (i) the Company or its subsidiaries consummate one

or more additional financings for equity or equity-linked securities for at least $ 20 million in the aggregate or makes one or more significant

acquisitions valued in the aggregate (based on the consideration provided by the Company and its subsidiaries) to be at least $ 20 million,

(ii) the Investors holding a majority of the aggregate outstanding obligations under the September 2024 Notes expressly agree to convert

all obligations under the September 2024 Notes or (iii) the our common stock trades with an average daily VWAP of at least $ 10.00 (subject

to equitable adjustment for stock splits, stock dividends and the like with respect to our common stock after the Financing Closing) for

ten (10) consecutive trading days .

The obligations under each September 2024 Note will also automatically convert in connection with a

Brokerage Transfer, as described below.

The September 2024 Notes and the Conversion Shares are subject to a

lock-up for a period of 6 months after the Financing Closing (subject to early release for a liquidation, merger, share exchange or other

similar transaction that results in all of the Company’s stockholders having the right to exchange their equity holdings in the

Company for cash, securities or other property, and subject to customary permitted transfer exceptions).

The Transferred Shares are not

be subject to any lock-up restrictions, but for a period of 6 months after the Closing they will be separately designated by the Transfer

Agent and kept as book entry shares on the Transfer Agent’s records and will not be eligible to be held by DTC without the Investor

first notifying the Company of its intent to transfer any such Transferred Shares to a brokerage account and/or to be held by DTC or another

nominee (a “Brokerage Transfer”).

If the Investor provides such notice or otherwise has any Transferred Shares subject to

a Brokerage Transfer within 6 months after the Closing, a portion of the outstanding obligations under such Investor’s Note will

automatically convert into a number of Conversion Shares equal to the number of Transferred Shares subject to such Brokerage Transfer,

and the lock-up period for such Conversion Shares will be extended for an additional 6 months to 12 months after the Financing Closing.

As of December 31, 2024, $ 250,000 in aggregate principal amount of the September 2024 Notes, together with associated interest, had automatically

converted upon the occurrence of a Brokerage Transfer.

Company reviewed the conversion feature granted in the notes under ASC 815 and concluded that the conversion price was based on a variable

(enterprise value) that was not an input to the fair value of a “fixed-for-fixed” option as defined under FASB ASC Topic

815 – 40 and is therefore considered a conversion option liability that should be bifurcated from the debt host.

value of the conversion option liability exceeded the net proceeds received, in accordance with ASC 470-20, the Company recorded the

conversion option liability at fair value with the excess of the fair value over the net proceeds received recognized as a loss in earnings.

See Note 14 “Fair Value Measurements” for further information.

The September 2024 Notes do not include any operational

or financial covenants for the Borrowers.

Each September 2024 Note includes customary events of default including, without limitation,

failure to pay amounts due on the maturity date, failure to otherwise comply with the Borrowers’ covenants or for Borrower insolvency

events, in each case, with customary cure periods.

Upon an event of default, the Investor may accelerate all obligations under its September

2024 Note and the Borrowers will be required to pay for the Investor’s reasonable out-of-pocket collection costs.

outstanding obligations under each September 2024 Note are convertible in whole or in part into shares of Common Stock (the “Conversion

Shares”) at a conversion price of $ 7.50 per share (subject to equitable adjustment for stock splits, stock dividends and the

like with respect to the Common Stock after the Financing Closing) (the “Conversion Price”) at any time after the Financing

Closing at the sole election of the Investor.

The outstanding obligations under each September 2024 Note will automatically convert at

the Conversion Price if (i) the Company or its subsidiaries consummate one or more additional financings for equity or equity-linked

securities for at least $ 20 million in the aggregate or makes one or more significant acquisitions valued in the aggregate (based

on the consideration provided by the Company and its subsidiaries) to be at least $ 20 million, (ii) the Investors holding a majority

of the aggregate outstanding obligations under the September 2024 Notes expressly agree to convert all obligations under the September

2024 Notes or (iii) the Common Stock trades with an average daily VWAP of at least $ 10.00 (subject to equitable adjustment for stock

splits, stock dividends and the like with respect to the Common Stock after the Financing Closing) for ten (10) consecutive

trading days.

The obligations under each September 2024 Note will also automatically convert in connection with a Brokerage Transfer,

as described below.

The Conversion Shares were initially subject

to a lock-up for a period of 6 months after the Financing Closing.

The Transferred Shares were not subject to any lock-up restrictions,

but for a period of 6 months after the Closing they were separately designated by the Transfer Agent and kept as book entry shares on

the Transfer Agent’s records and were not be eligible to be held by DTC without the Investor first notifying the Company of its

intent to transfer any such Transferred Shares to a brokerage account and/or to be held by DTC or another nominee (a “Brokerage

If the Investor provided such notice or otherwise has any Transferred Shares subject to a Brokerage Transfer within

6 months after the Closing, a portion of the outstanding obligations under such Investor’s Note would automatically convert into

a number of Conversion Shares equal to the number of Transferred Shares subject to such Brokerage Transfer, and the lock-up period for

such Conversion Shares would be extended for an additional 6 months to 12 months after the Financing Closing.

As of December 31, 2025,

$ 700,000 in aggregate principal amount of the September 2024 Notes, together with associated interest, had automatically converted

upon the occurrence of a Brokerage Transfer.

The September 2024 Notes matured on March 13, 2026.

The Company and the Investors are in

discussions to, among other items, extend the maturity date.

Non-payment at maturity is a default under the September 24 Notes;

the Company has received no notices of default from any Investors, nor has any Investor commenced enforcement actions.

Company reviewed the conversion feature granted in the notes under ASC 815, “ Derivatives and Hedging ” (“ASC

815”), and concluded that the conversion price was based on a variable (enterprise value) that was not an input to the fair value

of a “fixed-for-fixed” option as defined under ASC 815-40 and is therefore considered a conversion option liability that

should be bifurcated from the debt host.

As the fair value of the conversion option liability exceeded the net proceeds received, in

accordance with ASC 470-20, the Company recorded the conversion option liability at fair value with the excess of the fair value over

the net proceeds received recognized as a loss in earnings.

See Note 14 for further information.

Notes Payable Issued in connection with Crowdkeep Acquisition

April 17, 2025, and May 13, 2025, the Company and the majority stockholder of the Seller (“Crowdkeep Investor”), entered

into two Note Purchase Agreements (the “Crowdkeep Note Purchase Agreements”).

Pursuant to the Crowdkeep Note Purchase Agreements,

the Crowdkeep Investor loaned to the Company an aggregate of $ 1,000,000 in two tranches (the “Crowdkeep Loans”), of

which $ 500,000 was provided on April 17, 2025 and $ 500,000 was provided on May 13, 2025.

In connection with the entry into

the Crowdkeep Note Purchase Agreements the Company issued to the Crowdkeep Investor unsecured convertible promissory notes (the “Crowdkeep

Convertible Notes”).

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

Crowdkeep Convertible Notes accrues at an annual rate of 8 %.

The maturity date of the Crowdkeep Convertible Notes are April 17,

2026, and May 13, 2026, respectively.

to the terms of the Convertible Notes, upon an event of default, the outstanding principal amount of the applicable Crowdkeep Convertible

Note, plus accrued but unpaid interest, will become immediately due and payable in full.

Events of default include failure to pay any

principal or interest amounts under the Crowdkeep Convertible Notes, failure to perform covenants in the Crowdkeep Convertible Notes

and certain bankruptcy and insolvency conditions of the Company.

The Company may prepay all or any portion of the Crowdkeep Convertible

Notes at any time.

The Crowdkeep Convertible Notes are convertible, in whole or in part, into shares of Common Stock (the “Crowdkeep

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

The Crowdkeep Convertible Notes will automatically convert on the date that the closing price of the Common Stock is at $ 7.50 or

above for ten ( 10 ) consecutive trading days within any consecutive thirty ( 30 ) trading day period, equal to the lesser of (i) $ 7.50 per

share and (ii) 20 % multiplied by the VWAP (calculated as set forth in the Crowdkeep Convertible Notes) for the prior consecutive

thirty ( 30 ) trading day period, in each case subject to certain equitable adjustments.

The Crowdkeep Note Purchase Agreements and Crowdkeep

Convertible Notes include other customary terms and conditions.

- INVESTMENTS

1 unchanged sentence

These investments,

for which the Company is not able to exercise significant influence over any one individual investee, are measured and accounted for

using an alternative measurement basis of a) the security’s carrying value at cost, b) less any impairment and c) plus or minus

any qualifying observable price changes.

Observable price changes or impairments recognized on the Company’s private company investments

would be classified as a Level 3 financial instrument within the fair value hierarchy based on the nature of the fair value inputs.

adjustments to the carrying values are recognized in other income, net in the Company’s consolidated statements of operations and

comprehensive loss.

As of December 31, 2024, the Company performed the qualitative assessment for impairment of its investments.

on this qualitative assessment, impairment indicators were present for one of its investments;

therefore, the Company performed an analysis

to estimate its current fair value and subsequently recognized an impairment loss of $ 216,278 , as it was determined that the investment

was fully impaired.

As of December 31, 2024 and 2023, the carrying value of the Company’s private company investments, including

impairment, was $ 235,596 and $ 451,874 , respectively, and were included in investments on the Company’s consolidated balance sheet

as these investments did not have a stated contractual maturity date.

and Subsidiaries

Notes to the Consolidated Financial Statements

For the Years ended December 31, 2024 and 2023

for which the Company is not able to exercise significant influence over any one individual investee, is measured and accounted for using

an alternative measurement basis of a) the security’s carrying value at cost, b) less any impairment and c) plus or minus any qualifying

observable price changes.

Observable price changes or impairments recognized on the Company’s private company investments would

be classified as a Level 3 financial instrument within the fair value hierarchy based on the nature of the fair value inputs.

Any adjustments

to the carrying values are recognized in other income, net in the Company’s consolidated statements of operations and comprehensive

income (loss).

These investments, which do not have a stated contractual maturity date, were classified as Investments on the Company’s

consolidated balance sheets.

During the year ended December 31,

2025, the Company determined that its investments were fully impaired.

As such, an impairment loss of $ 235,877 which is recorded within

Other expense in our consolidated statements of operations.

During the year ended December 31, 2024, the Company recognized an impairment

loss of $ 216,278 .

- STOCKHOLDERS’ EQUITY

On September 13, 2024, the Company

consummated the Business Combination which was accounted for as a reverse recapitalization.

See Note 4 – Reverse Recapitalization

for more information .

In connection with the consummation of the Business Combination (i) the Company de-registered from the Register

of Companies in the Cayman Islands by way of continuation out of the Cayman Islands and into the State of Delaware, migrating to and domesticating

as a Delaware corporation (the “Domestication”) and (ii) restated our certificate of incorporation (“Restated Certificate

of Incorporation”).

In connection with the Domestication, each share of outstanding Class A ordinary shares were converted by operation

of law into shares of common stock, on a one-for-one basis.

Upon filing of the Restated Certificate of Incorporation, each issued and

outstanding share of Class B stock outstanding immediately prior to the filing of the Restated Certificate of Incorporation was converted

in shares of common stock on a one-for-one basis.

Under the Restated Certificate of Incorporation, the Company is authorized to issue

551,000,000 shares of capital stock, consisting of (a) 550,000,000 shares of Common Stock with a par value of $ 0.0001 per share, (b) 1,000,000

shares of preferred stock with a par value of $ 0.0001 per share, and (c) 1,000,000 shares of preferred stock with a par value of $ 0.0001

Holders of our common stock are entitled vote on all matters submitted

to the stockholders vote or approval, other than on any amendment to the Restated Certificate of Incorporation (including any certificate

of designations relating to any series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred

Stock if the holders of such affected series are entitled, either separately or together as a class with the holders of one or more other

such series, to vote thereon pursuant to the Restated Certificate of Incorporation (including any certificate of designations relating

to any series of Preferred Stock).

Holders of our common stock are entitled to one vote per share on all matters submitted to the stockholders

for their vote or approval.

Equity Line of Credit

On December 2, 2024, the Company entered into a common stock purchase

agreement (“Common Stock Purchase Agreement”) and related registration rights agreement (the “White Lion Registration

Rights Agreement”) with White Lion Capital, LLC (“White Lion”) .

Pursuant to the Common Stock Purchase Agreement,

the Company had the right, but not the obligation, to direct White Lion to purchase up to 25,000,000 shares of our common stock, subject

to certain limitations and conditions as described below (the "ELOC Program") at a purchase price equal to (i) 96.5 % of the

volume weighted average stock price for the three consecutive business days after a purchase notice is given, (ii) 98 % of the volume weighted

average stock price on the day a notice is delivered, or (iii) the lowest traded price for a given purchase date.

September 13, 2024, the Company consummated the Business Combination which was accounted for as a reverse recapitalization.

In connection

with the consummation of the Business Combination (i) the Company de-registered from the Register of Companies in the Cayman Islands

by way of continuation out of the Cayman Islands and into the State of Delaware, migrating to and domesticating as a Delaware corporation

(the “Domestication”) and (ii) restated its certificate of incorporation (“Restated Certificate of Incorporation”).

In connection with the Domestication, each share of outstanding Class A ordinary shares were converted by operation of law into shares

of Common Stock, on a one-for-one basis.

Upon filing of the Restated Certificate of Incorporation, each issued and outstanding share

of Class B stock outstanding immediately prior to the filing of the Restated Certificate of Incorporation was converted into shares of

Common Stock on a one-for-one basis.

Under the Restated Certificate of Incorporation, the Company is authorized to issue 551,000,000 shares

of capital stock, consisting of (a) 550,000,000 shares of Common Stock with a par value of $ 0.0001 per share and (b) 1,000,000 shares

of preferred stock with a par value of $ 0.0001 per share.

On March 30, 2026, of the 1,000,000 shares of preferred stock available, the Company’s Board of Directors designated 212,000 shares

of Series A Preferred Stock.

See Note 18 for further information regarding the Preferred Stock issuance.

of Common Stock are entitled vote on all matters submitted to the stockholders vote or approval, other than on any amendment to the Restated

Certificate of Incorporation (including any certificate of designations relating to any series of Preferred Stock) that relates solely

to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately

or together as a class with the holders of one or more other such series, to vote thereon pursuant to the Restated Certificate of Incorporation

(including any certificate of designations relating to any series of Preferred Stock).

Holders of Common Stock are entitled to one vote

per share on all matters submitted to the stockholders for their vote or approval.

Line of Credit

December 2, 2024, the Company entered into a common stock purchase agreement (“Common Stock Purchase Agreement” or the “ELOC”)

and related registration rights agreement (the “Registration Rights Agreement”) with White Lion.

Pursuant to the Common

Stock Purchase Agreement, the Company has the right, but not the obligation, to direct White Lion to purchase up to $ 25.0 million

in aggregate gross purchase price of newly issued shares of Common Stock, subject to certain limitations and conditions as described

below (the “ELOC Program”), at a purchase price equal to (i) 96.5 % of the volume weighted average stock price for the three consecutive

business days after a purchase notice is given, (ii) 98 % of the volume weighted average stock price on the day a notice

is delivered, or (iii) the lowest traded price for a given purchase date.

Company controls the timing and amount of any sales to White Lion, which depend on a variety of factors including, among other things,

market conditions, the trading price of the Company’s common stock, and determinations by the Company as to appropriate sources

of funding for its business and operations.

However, White Lion’s obligation to purchase shares is subject to certain conditions,

including the daily trading volume of the Company’s stock.

In all instances, the Company may not sell shares of its common stock

under the Purchase Agreement if it would result in White Lion and its affiliate beneficially owning more than 4.99 % of its outstanding

voting power or shares of common stock at any one point in time, or the aggregate number of shares of common stock would not exceed 19.99 %

market conditions, the trading price of the Common Stock, and determinations by the Company as to appropriate sources of funding for

its business and operations.

However, White Lion’s obligation to purchase shares is subject to certain conditions, including the

daily trading volume of the Company’s stock.

In all instances, the Company may not sell shares of Common Stock under the Purchase

Agreement if it would result in White Lion and its affiliate beneficially owning more than 4.99 % of its outstanding voting power

or shares of the Common Stock at any one point in time, or the aggregate number of shares of common stock would not exceed 19.99 %

of the voting power of the issued and outstanding Common Stock.

and Subsidiaries

Notes to the Consolidated Financial Statements

For the Years ended December 31, 2024 and 2023

Company received $ 836,766 in proceeds from draws on the ELOC during the year ended December 31, 2025, and issued 358,000 shares

of Common Stock, pursuant to the ELOC Program.

The Company did not draw on the ELOC during the year ended December 31, 2024.

Company agreed to issue to White Lion shares of Common Stock as a commitment fee (the “Commitment Shares”).

The fair value

of the Commitment Shares was $ 25,000 , which pursuant to ASC 815, was recorded in transaction costs in the consolidated statement of operations

and comprehensive income (loss) during the year ended December 31, 2025.

Further, the Common Stock Purchase Agreement provided for the

issuance of additional Commitment Shares to the Common Stock Purchaser if the Company failed to sell at least $ 1,000,000 in gross

proceeds to the Common Stock Purchaser by the sixth-month anniversary of signing of the Common Stock Purchase Agreement.

and White Lion amended the ELOC Purchase Agreement effective of June 2, 2025 to provide for (i) an extension of the time period to December

15, 2025 and (ii) an increase the gross proceeds sold under the ELOC Purchase Agreement to $ 1,250,000 .

On January 14, 2026, the Company

and White Lion further amended the ELOC Purchase Agreement (a) to provide for an extension of the commitment period for sales of shares

of common stock to White Lion from December 2, 2026 to June 30, 2027 and (b) to amend the provision relating to the issuance by the Company

of additional shares of common stock to White Lion in consideration for its commitments under the ELOC Purchase Agreement in amounts

equal to (i) $ 25,000 at the time of the ELOC Amendment No.

2, (ii) $ 50,000 , if the Company has not sold to White Lion under the ELOC

Purchase Agreement an aggregate of $ 1,250,000 in gross proceeds of common stock through April 15, 2026, (iii) $ 25,000 , if the Company

has not sold to White Lion under the ELOC Purchase Agreement an aggregate of $ 1,500,000 in gross proceeds of common stock through June

The number of shares of common stock issued in each instance is determined by dividing the dollar value of the shares of common

stock to be issued by the average VWAP of the common stock for the ten-day trading period immediately prior to the issuance date.

Common Stock Purchaser has agreed that during the term of the Common Stock Purchase Agreement, neither it nor any of its affiliates will

engage in any short sales or hedging transactions involving the Common Stock.

2025 Public Offering

August 14, 2025, the Company closed a public offering (the “August 2025 Public Offering”) of 9,189,096 shares of

its common stock and warrants to purchase up to 9,189,096 shares of common stock (the “2025 Investor Warrants”)

at a combined offering price of $ 1.00 per share and accompanying warrant.

The Company received aggregate cash gross proceeds of

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

The 2025 Investor Warrants have an

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

Included in the aggregate securities issued are 3,239,096 shares of common stock and accompanying warrants that were

issued to NLabs in consideration and satisfaction of a corresponding portion of the NLabs 2025 Notes and associated interest.

is using the net proceeds from the Offering for investments in inventory and the Company’s customer support infrastructure and

for other working capital and general corporate purposes.

- STOCK INCENTIVE PLANS

In September 2014, the Private Veea’s Board of Directors adopted

the Max2 Inc.

September 2014, the Private Veea’s Board of Directors adopted the Max2 Inc.

Equity Incentive Plan (“2014 Plan”).

Upon adoption of the 2014 Plan, the aggregate number of shares of common

stock reserved for awards under the Plan were 1,250,000 .

In September 2018, Private Veea’s Board of Directors adopted the Veea Inc.

2018 Equity Incentive Plan (“2018 Plan” and collectively with the 2014 Plan, the “Private Veea Plans”).

Upon adoption

of the 2018 Plan, 4,900,000 shares of the Company’s common stock were reserved for the issuance of incentive awards.

2021, the 2018 Plan was amended to increase the total number of authorized shares reserved for issuance to 12,492,910 .

Under the Private

Veea Plans, option awards were generally granted with an exercise price equal to the fair market value of the Company’s stock at

the date of grant;

those option awards generally vested with a range of one to four years of continuous service and had ten-year contractual

adoption of the 2014 Plan, the aggregate number of shares of Common Stock reserved for awards under the Plan were 1,250,000 .

September 2018, Private Veea’s Board of Directors adopted the Veea Inc.

2018 Equity Incentive Plan (“2018 Plan” and

collectively with the 2014 Plan, the “Private Veea Plans”).

Upon adoption of the 2018 Plan, 4,900,000 shares of

the Common Stock were reserved for the issuance of incentive awards.

In January 2021, the 2018 Plan was amended to increase the total

number of authorized shares reserved for issuance to 12,492,910 .

Under the Private Veea Plans, option awards were generally granted

with an exercise price equal to the fair market value of the Company’s stock at the date of grant;

those option awards generally

vested with a range of one to four years of continuous service and had ten-year contractual terms.

Certain option awards provided for accelerated vesting if there was a change in control, as defined in the Private Veea Plans.

The Private Veea Plans also permitted the granting of restricted stock and other stock-based awards.

Unexercised options were cancelled

upon termination of employment and became available for reissuance under the Private Veea Plans.

On June 4, 2024, the stockholders of the Company approved the Veea

2024 Incentive Award Plan (the “2024 Incentive Plan”, collectively with the Private Veea Plans, the “Plans”),

which became effective upon the Closing.

The Company initially reserved 4,460,437 shares of common stock for the issuance of awards under

the 2024 Incentive Plan (“Initial Limit”).

The Initial Limit represents 10 % of the aggregate number of shares of the Company’s

common stock outstanding immediately after the Closing plus the number of shares of common stock issuable under the 2014 Plan and the

2016 Plan and is subject to increase each year over a ten-year period.

The 2024 Incentive Plan provides for the grant of stock options,

which may be ISOs or non-statutory stock options (“NSOs”), stock appreciation rights (“SARs”), restricted shares,

restricted stock units and other stock or cash-based awards that the Administrator determines are consistent with the purpose of the 2024

Incentive Plan.

As of December 31, 2024, the Company had approximately 213,000 shares available for grant.

Veea Plans also permitted the granting of restricted stock and other stock-based awards.

Unexercised options were cancelled upon termination

of employment and became available for reissuance under the Private Veea Plans.

June 4, 2024, the stockholders of the Company approved the Veea Inc.

2024 Incentive Award Plan (the “2024 Incentive Plan”,

collectively with the Private Veea Plans, the “Plans”), which became effective upon the Closing.

The Company initially reserved 4,460,437 shares

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

The Initial Limit represented 10 %

of the aggregate number of shares of the Common Stock outstanding immediately after the Closing plus the number of shares of Common Stock

issuable under the 2014 Plan and the 2016 Plan and is subject to increase each year over a ten-year period.

The 2024 Incentive Plan provides

for the grant of stock options, which may be ISOs or non-statutory stock options (“NSOs”), stock appreciation rights (“SARs”),

restricted shares, restricted stock units (“RSUs”) and other stock or cash-based awards that the Administrator determines

are consistent with the purpose of the 2024 Incentive Plan.

As of December 31, 2025, the Company had 2,134,776 shares available

June 4, 2024, the stockholders of the Company approved Veea Inc.

2024 Employee Stock Purchase Plan (the “ESPP”), which become

2024 Employee Stock Purchase Plan (the “ESPP”), which became

effective upon the Closing.

An aggregate of 1,070,603 shares of the Company’s Common Stock has been reserved for issuance or transfer

pursuant to rights granted under the ESPP (“Aggregate Number”).

The Aggregate Number represents 3 % of the aggregate number

of shares of the Company’s common stock outstanding immediately after the Closing and is subject to increase each year over a ten-year

The ESPP provides eligible employees with an opportunity to purchase common stock from the Company at a discount through accumulated

payroll deductions.

An aggregate of 1,070,603 shares of Common Stock has been reserved for issuance or transfer pursuant

to rights granted under the ESPP (“Aggregate Number”).

The Aggregate Number represented 3 % of the aggregate number of

shares of Common Stock outstanding immediately after the Closing and is subject to increase each year over a ten-year period.

provides eligible employees with an opportunity to purchase Common Stock from the Company at a discount through accumulated payroll deductions.

The ESPP will be implemented through a series of offerings of purchase rights to eligible employees.

Under the ESPP,

the Company’s Board of Directors may specify offerings but generally provides for a duration of 12 months.

The purchase price will

be specified pursuant to the offering, but cannot, under the terms of the ESPP, be less than 85 % of the lower of the fair market value

per share of the Company’s common stock on either the offering date or on the purchase date.

As of December 31, 2024, there have

not yet been any offering periods available to purchase common stock under the ESPP.

In connection with the Business Combination, each Private Veea option

that was outstanding immediate prior to Closing, whether vested or unvested, was exchanged for a stock option under the 2024 Plan (each

an “Exchanged Option”) to acquire a number of shares of common stock equal to the product of (i) the number of shares of Private

Veea’s common stock subject to such Private Veea option immediately prior to the Business Combination and (ii) the Exchange Ratio,

at an exercise price per share equal to (A) the exercise price per share of such Private Veea option immediately prior to the consummation

of the Business Combination, divided by (B) the Exchange Ratio.

Following the Business Combination, each Exchanged Option will continue

to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding former

Private Veea option immediately prior to the consummation of the Business Combination.

Unvested Private Veea options did not accelerate

nor vest on the consummation of the Business Combination.

All stock option activity was retroactively restated to reflect the effect of

the Exchange Ratio.

Generally, stock options vest 25 % on the first anniversary of the vesting commencement date and then quarterly thereafter

for 12 quarters, or pursuant to another vesting schedule as approved by the Board and set forth in the option agreement.

Stock options

have a maximum term of ten years from the date of grant.

and Subsidiaries

to the Consolidated Financial Statements

the Years ended December 31, 2024 and 2023

option activity under the Plan was as follows for the year ended December 31, 2024:

Under the ESPP, the Company’s

Board of Directors may specify offerings but generally provides for a duration of 12 months.

The purchase price will be specified pursuant

to the offering, but cannot, under the terms of the ESPP, be less than 85 % of the lower of the fair market value per share of the

Common Stock on either the offering date or on the purchase date.

As of December 31, 2025, there have not yet been any offering periods

available to purchase Common Stock under the ESPP.

connection with the Business Combination, each Private Veea option that was outstanding immediate prior to Closing, whether vested or

unvested, was exchanged for a stock option under the 2024 Plan (each an “Exchanged Option”) to acquire a number of shares

of Common Stock equal to the product of (i) the number of shares of Private Veea’s common stock subject to such Private Veea option

immediately prior to the Business Combination and (ii) the Exchange Ratio, at an exercise price per share equal to (A) the exercise price

per share of such Private Veea option immediately prior to the consummation of the Business Combination, divided by (B) the Exchange

Following the Business Combination, each Exchanged Option continues to be governed by the same terms and conditions (including

vesting and exercisability terms) as were applicable to the corresponding former Private Veea option immediately prior to the consummation

of the Business Combination.

Unvested Private Veea options did not accelerate nor vest on the consummation of the Business Combination.

All stock option activity was retroactively restated to reflect the effect of the Exchange Ratio.

Generally, stock options vest 25 %

on the first anniversary of the vesting commencement date and then quarterly thereafter for 12 quarters, or pursuant to another vesting

schedule as approved by the Board and set forth in the option agreement.

Stock options have a maximum term of ten years from the date

The aggregate intrinsic value is the fair market value on the reporting date less the exercise price for each option.

value of each stock option award is estimated on the date of the grant using the Black-Scholes option-pricing model.

For options granted

during the year ended December 31, 2025 and 2024, respectively, the weighted average estimated fair value using the Black-Scholes option

pricing model was $ 0.49 and $ 1.49 per option, respectively.

option activity under the Plan was as follows:

Options Weighted-

Exercise Price

per Share Weighted-

Outstanding at December 31, 2023, recasted 1,202,724 $ 0.55 5.85

Outstanding at December 31, 2024 3,790,702 $ 1.04 5.98

Granted 2,581,138 0.66

Exercised ( 15,006 ) -

Forfeited ( 9,127 ) 0.54 -

Forfeited / Expired ( 140,307 ) 2.64

Outstanding at December 31, 2025 6,216,527 2.47 5.86

Exercisable at December 31, 2025 3,777,531 $ 3.64 3.41

aggregate intrinsic value is the fair market value on the reporting date less the exercise price for each option.

The fair value of each stock option award is estimated on the date

of the grant using the Black-Scholes option-pricing model.

For options granted during the year ended December 31, 2024 and December 31,

2023, the weighted average estimated fair value using the Black-Scholes option pricing model was $ 1.49 and $ 0.46 per option, respectively.

compensation expense related to the common stock options outstanding for the years ended December 31, 2024 and 2023, was approximately

$ 5.5 million and $ 0.5 million, respectively, which is included in general and administrative expense, net in the Company’s consolidated

statements of operations.

Total unrecognized expense related to unvested options outstanding as of December 31, 2024, was approximately

$ 161,000 which will be recognized over a weighted average period of 1.70 years.

The Company estimates the fair value of each stock option award on

the grant date using the Black-Scholes option-pricing model.

The assumptions used to calculate the fair value of the options granted during

the years ended December 31, 2024 are as follows:

Stock Price $ 3.89

September 29, 2025, the compensation committee of the Board of Directors approved equity awards to certain Named Executive Officers (“NEO”),

employees, and consultants in the form of options to purchase 2,375,000 shares of the Company’s common stock (the “September

2025 Grants”), subject to (i) with respect to September 2025 Grants to the NEOs and other officers of the Company, to the Company’s

performance and time vesting schedules and (ii) with respect to September 2025 Grant to non-NEO officer employees and consultants, time

vesting schedules.

In addition, no portion of the September 2025 Grants may be exercised unless both (A) the Company’s stockholders

approve the September 2025 Grants or approval of an amendment to increase the number of shares under the 2024 Plan to a sufficient number

of shares such that the full number of shares underlying the September 2025 Grants may be delivered from the Plan’s share reserve

and (B) the Company files a Form S-8 with the SEC to register the shares subject to the September 2025 Grants, and if either (A) or (B)

is not satisfied, the September 2025 Grants may be fully unwound and cancelled.

fair value of each stock option granted is estimated using the Black-Scholes option-pricing model using the single-option award approach.

range of weighted average assumptions used to calculate the fair value of the options granted during the year ended December 31, 2025,

were as follows:

$ 0.66 - 1.34

Expected term (years)

Volatility 75.0 %

Risk-Free Rate

and Subsidiaries

Notes to the Consolidated Financial Statements

For the Years ended December 31, 2024 and 2023

Stock Unit Activity

stock unit activity under the Plan was as follows for the year ended December 31, 2024:

Outstanding at September 12, 2024

Outstanding at December 31, 2024

Company recorded stock-based compensation expense of $ 1,250,000 related to the RSUs granted during the year ended December 31, 2024.

There were no RSUs granted during the year ended December 31, 2023.

The grant date fair value of the RSUs granted in 2024 was calculated

based on the average closing price of the Company’s common stock for the ten-day period prior to the grant date.

part of Plum’s initial public offering (“IPO”), Plum issued warrants to third-party investors where each whole

warrant entitles the holder to purchase one share of the Company’s common stock at an exercise price of $ 11.50 per share (the “Public

Simultaneously with the closing of the IPO, Plum completed the private sale of warrants (the “Private Placement

Warrants” and together with the Public Warrants, the “Warrants”) where each Private Placement Warrant allows the holder

to purchase one share of the Company’s common stock at $ 11.50 per share.

At December 31, 2024, there are 6,384,326 Public Warrants

and 5,256,218 to Private Placement Warrants outstanding.

The Public Warrants become exercisable at $ 11.50 per share, subject

to adjustment, at any time commencing 30 days after the completion of the Business Combination;

provided that the Company has an effective

registration statement under the Securities Act covering the shares of the Company’s common stock issuable upon exercise of the

Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a

cashless basis under the circumstances specified in the warrant agreement) and such shares are registered, qualified or exempt from registration

under the securities, or blue sky, laws of the state of residence of the holder.

The warrants will expire five years after the completion

of the Business Combination or earlier upon redemption or liquidation.

The Company has agreed that as soon as practicable, but in no event

later than twenty business days after the closing of the Business Combination, it will use commercially reasonable efforts to file with

the SEC a registration statement for the registration, under the Securities Act, of the shares of common stock issuable upon exercise

of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business

days after the closing of the Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus

relating to those shares of common stock until the warrants expire or are redeemed, as specified in the warrant agreement, provided that

if the shares of common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they

satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option,

require holders of the Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section

3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration

statement, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws

to the extent an exemption is not available.

If a registration statement covering the shares of common stock issuable upon exercise of

the warrants is not effective by the 60th day after the closing of the Business Combination, warrant holders may, until such time as there

is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement,

exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but

the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent

an exemption is not available.

In such event, each holder would pay the exercise price by surrendering the warrants for that number of

shares of common stock equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of shares of common

stock underlying the warrants, multiplied by the excess of the “fair market value” (as defined below) less the exercise price

of the warrants by (y) the fair market value and (B) 0.361 .

The “fair market value” as used in this paragraph shall mean the

volume weighted average price of the shares of common stock for the 10 trading days ending on the trading day prior to the date on which

the notice of exercise is received by the warrant agent.

In no event will the Company be required to net cash settle any warrant.

In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant

will have paid the full purchase price for the unit solely for the shares of common stock underlying such Warrant.

and Subsidiaries

to the Consolidated Financial Statements

the Years ended December 31, 2024 and 2023

of Warrants When the Price per Share of Common Stock Equals or Exceeds $ 18.00

the Warrants become exercisable, the Company may redeem the outstanding Warrants (except with respect to the Private Placement Warrants):

● in whole and not in part;

3.74 - 3.84 %

compensation expense related to the common stock options outstanding for years ended December 31, 2025 and 2024, was $ 0.4 and $ 5.5

million, respectively, which is included in general and administrative expenses in the Company’s consolidated statements of operations.

Total unrecognized expense related to unvested options outstanding as of December 31, 2025, was $ 0.6 million, which will be recognized

over a weighted average period of 2.0 years .

activity under the Plan was as follows:

Unvested at December 31, 2024

Unvested at December 31, 2025

compensation expense related to the RSUs for the year ended December 31, 2025 was $ 0.8 million which is included in general and

administrative expenses in the Company’s consolidated statements of operations and comprehensive income (loss).

There were no RSUs

granted during the year ended December 31, 2024.

Total unrecognized expense related to unvested RSUs as of December 31, 2025, was $ 0.3 which

will be recognized over a weighted average period of 0.33 years .

part of Plum’s initial public offering (“IPO”), Plum issued warrants to third-party investors where each whole warrant

entitles the holder to purchase one share of the Common Stock at an exercise price of $ 11.50 per share (the “Public

Simultaneously with the closing of the IPO, Plum completed the private sale of warrants (the “SPAC Private Placement

Warrants” and together with the Public Warrants, the “SPAC Warrants”) where each Private Placement Warrant allows the

holder to purchase one share of the Common Stock at $ 11.50 per share.

At December 31, 2025, there were 6,384,326 Public

Warrants and 5,256,218 SPAC Private Placement Warrants outstanding.

Public Warrants are exercisable at per share, subject to adjustment, provided that the Company has an effective registration statement

under the Securities Act covering the shares of Common Stock issuable upon exercise of the Public Warrants and a current prospectus relating

to them is available (or the Company permits holders to exercise their warrants on a cashless basis under the circumstances specified

in the warrant agreement) and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws

of the state of residence of the holder.

The warrants will expire five years after the completion of the Business Combination

or earlier upon redemption or liquidation.

Company filed with the SEC a registration statement for the registration, under the Securities Act, of the shares of Common Stock issuable

upon exercise of the SPAC Private Placement Warrants.

Such registration statement was declared effective by the SEC on January 15, 2025.

the exception of the SPAC Private Placement Warrants, in no event will the Company be required to net cash settle any warrant.

event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will

have paid the full purchase price for the unit solely for the shares of Common Stock underlying such Warrant.

of SPAC Warrants When the Price per Share of Common Stock Equals or Exceeds $ 18.00

the SPAC Warrants become exercisable, the Company may redeem the outstanding Warrants (except with respect to the SPAC Private Placement

whole and not in part;

● at a price of $ 0.01 per warrant;

● upon not less than 30 days’ prior written notice of redemption to each warrant holder;

● if, and only if, the last reported sale price of our common stock equals

or exceeds $ 18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant)

for any 20 trading days within a 30 -trading day period ending three trading days before the Company sends the notice of redemption to

the warrant holders.

of Warrants When the Price per Share of Common Stock Equals or Exceeds $ 10.00

the Warrants become exercisable, the Company may redeem the outstanding Warrants:

● in whole and not in part;

● at $ 0.10 per warrant upon a minimum of 30 days’ prior written

notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive

that number of shares, based on the redemption date and the “fair market value” (as defined above) of our common stock;

● if, and only if, the closing price of our common stock equals or exceeds

$ 10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant)

for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to

the warrant holders;

● if the closing price of our common stock for any 20 trading days within

a 30 -trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant

holders is less than $ 18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price

of a warrant), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public

Warrants, as described above.

Private Placement Warrants were initially issued in the same form as the Public Warrants with the exception that the Private Warrants:

(i) would not be redeemable by the Company and (ii) may be exercised for cash or on a cashless baseless so long as they are held by the

initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by the holders

on the same basis as the Public Warrants.

and Subsidiaries

Notes to the Consolidated Financial Statements

For the Years ended December 31, 2024 and 2023

Public Warrants were initially classified as a derivative liability instrument.

Upon the closing of the Business Combination, the Public

Warrants in accordance with the guidance contained in ASC 815 are no longer precluded from equity classification.

Equity-classified contracts

are initially measured at fair value (or allocated value).

Subsequent changes in fair value are not recognized as long as the contracts

continue to be classified in equity.

The Company continues to recognize the Private Placement Warrants as

liabilities at fair value as of the Closing Date with an offsetting entry to additional paid-in capital and adjusts the carrying value

of the instruments to fair value through other income (expense) on the consolidated statement of operations at each reporting period until

they are exercised.

As of December 31, 2024, the Private Placement Warrants are presented within warrant liabilities on the consolidated

balance sheet.

See Note 14, Fair Value Measurements , for additional information

on the Company’s measurements with respect to the warrants issued in connection with the foregoing transactions.

Private Veea Warrants

● if, and only if, the last reported sale price of our Common Stock equals or exceeds $ 18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30 -trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders.

of SPAC Warrants When the Price per Share of Common Stock Equals or Exceeds $ 10.00

the SPAC Warrants become exercisable, the Company may redeem the outstanding SPAC Warrants:

whole and not in part;

● at $ 0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares, based on the redemption date and the “fair market value” (as defined above) of our Common Stock;

● if, and only if, the closing price of our Common Stock equals or exceeds $ 10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders;

● if the closing price of our Common Stock for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $ 18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant), the SPAC Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.

SPAC Private Placement Warrants were initially issued in the same form as the Public Warrants with the exception that the SPAC Private

Placement Warrants:

(i) would not be redeemable by the Company and (ii) may be exercised for cash or on a cashless baseless so long as

they are held by the initial purchasers or their permitted transferees, the SPAC Private Placement Warrants will be redeemable by the

Company and exercisable by the holders on the same basis as the Public Warrants.

The Public Warrants were initially classified as a derivative liability

Upon the Closing of the Business Combination, the Public Warrants in accordance with the guidance contained in ASC 815 are

no longer precluded from equity classification.

Equity-classified contracts are initially measured at fair value (or allocated value).

Subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity.

Company continues to recognize the SPAC Private Placement Warrants as liabilities at fair value as of the Closing Date, with an offsetting

entry to additional paid-in capital and adjusts the carrying value of the instruments to fair value through other income (expense) on

the consolidated statement of operations and comprehensive income (loss) at each reporting period until they are exercised.

As of December

31, 2025, the SPAC Private Placement Warrants are presented within warrant liabilities on the consolidated balance sheet.

Veea Warrants

Upon the Closing of the Business Combination, the Related Party Common

Stock Warrants were exercised in whole, on a net basis, for 3,880,000 shares of common stock of Private Veea at a conversion price of

$ 0.01 per share for an aggregate purchase price of $ 38,800 .

A total of 21,798 shares of common stock were surrendered in payment of the

purchase price.

In connection with the Business Combination, the Company’s equity-classified

Preferred stock warrants were exchanged for common stock warrants of the Company (each an “Exchanged Warrant”) to purchase

a number of shares of common stock, after adjustment for anti-dilutive shares, equal to the product of (i) the number of shares of Private

Veea’s common stock subject to such Preferred Stock warrant immediately prior to the Business Combination and (ii) the Exchange

Ratio, at an exercise price per share equal to (A) the exercise price per share of such Preferred Stock warrant immediately prior to the

consummation of the Business Combination, divided by (B) the Exchange Ratio.

On November 6, 2024, the warrant holder exercised warrants

to purchase 79,654 shares of common stock at an exercise price of $ 0.05 per share for an aggregate purchase price of $ 3,983 .

The outstanding

Exchanged Warrants are exercisable at the option of the holder until September 28, 2028 for an exercise price of $ 10.19 per share.

of December 31, 2024, there are 159,307 Exchanged Warrants outstanding.

and Subsidiaries

to the Consolidated Financial Statements

the Years ended December 31, 2024 and 2023

Stock Warrants were exercised in whole, on a net basis, for 3,880,000 shares of common stock of Private Veea at a conversion

price of $ 0.01 per share for an aggregate purchase price of $ 38,800 .

A total of 21,798 shares of common stock were surrendered

in payment of the purchase price.

In connection with the Business Combination,

Private Veea’s outstanding equity-classified Preferred stock warrants were exchanged for common stock warrants of the Company (the

“Assumed Warrants”) to purchase a number of shares of Common Stock, after adjustment for anti-dilutive shares, equal to the

product of (i) the number of shares of Private Veea’s common stock subject to such Preferred Stock warrant immediately prior to

the Business Combination and (ii) the Exchange Ratio, at an exercise price per share equal to (A) the exercise price per share of such

Preferred Stock warrant immediately prior to the consummation of the Business Combination, divided by (B) the Exchange Ratio.

6, 2024, the warrant holder exercised warrants to purchase 79,654 shares of Common Stock at an exercise price of $ 0.05 per

share for an aggregate purchase price of $ 3,983 .

The outstanding Assumed Warrants are exercisable at the option of the holder until September

28, 2028, for an exercise price of $ 10.19 per share.

As of December 31, 2025, there are 159,307 Assumed Warrants outstanding.

Investor Warrants

connection with the August 2025 Public Offering, the Company issued the warrants to purchase up to 9,189,096 shares of common

stock investors (the “2025 Investor Warrants”), including related parties.

Each 2025 Investor Warrant entitles the holder

to purchase one share of the Common Stock at an exercise price of $ 1.10 .

The exercise price is subject to appropriate adjustment

in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting

our common stock and also upon any distributions of assets, including cash, stock or other property to our stockholders.

No fractional

shares of common stock will be issued in connection with the exercise of the warrant.

In lieu of fractional shares, the Company will

pay the holder an amount in cash equal to the fractional amount multiplied by the exercise price.

The 2025 Investor Warrants will expire five

years from their issuance date.

The 2025 Investor Warrants have not been listed on Nasdaq or any other national securities exchange

or other nationally recognized trading system.

2025 Investor Warrant is exercisable, at the option of the holder thereof, in whole or in part, by delivering to a duly executed exercise

notice accompanied by payment in full in immediately available funds for the number of shares of our common stock purchased upon such

exercise (except in the case of a cashless exercise as described below).

holder (together with its affiliates) may not exercise any portion of the 2025 Investor Warrant to the extent that the holder would own

more than 4.99 % (or, at the election of the holder, 9.99 )% of the outstanding common stock immediately after exercise, except

that upon at least 61 days ’ prior notice from the holder to the Company, the holder may increase the amount of ownership

of outstanding stock after exercising the holder’s 2025 Investor Warrants up to 9.99 % of the number of shares of our common

stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the

terms of the 2025 Investor Warrants.

the holder of 2025 Investor Warrants exercises its warrants and a registration statement registering the issuance of the shares of common

stock underlying the warrants under the Securities Act is not then effective or available (or a prospectus is not available for the resale

of shares of common stock underlying the warrants), then in lieu of making the cash payment otherwise contemplated to be made to the

Company upon such exercise in payment of the aggregate exercise price, the holder shall instead receive upon such exercise (either in

whole or in part) only the net number of shares of common stock determined according to a formula set forth in the common warrants.

Notwithstanding

anything to the contrary, in the event the Company does not have or maintain an effective registration statement, there are no circumstances

that would require the Company to make any cash payments or net cash settle the common warrants to the holders.

to applicable laws, the 2025 Investor Warrants may be offered for sale, sold, transferred or assigned at the option of the holder upon

surrender of such holder’s warrants to the Company together with the appropriate instruments of transfer.

the event of a fundamental transaction, as described in the 2025 Investor Warrants and generally including any reorganization, recapitalization

or reclassification of our common stock, the sale, transfer or other disposition, in each case, of all or substantially all of our properties

or assets, our consolidation or merger with or into another person, the acquisition of more than 50 % of our outstanding common stock,

or any person or group becoming the beneficial owner of 50 % of the voting power represented by our outstanding common stock, the

holders of the common warrants will be entitled to receive upon exercise of the common warrants the kind and amount of securities, cash

or other property that the holders would have received had they exercised the warrants immediately prior to such fundamental transaction.

In the case of certain fundamental transactions affecting us, a holder of the 2025 Investor Warrants, upon exercise of such warrants

after such fundamental transaction, will have the right to receive, in lieu of shares of our common stock, the same amount and kind of

securities, cash or property that such holder would have been entitled to receive upon the occurrence of the fundamental transaction,

had the warrants been exercised immediately prior to such fundamental transaction.

Company recognized the 2025 Investor Warrants as liability-classified at fair value as of the closing date, with an offsetting entry

to additional paid-in capital and adjusts the carrying value to fair value through other income (expense) on the consolidated statement

of operations and comprehensive loss at each reporting period until they are exercised.

As of December 31, 2025, the 2025 Investor Warrants

are presented within warrant liability on the consolidated balance sheet.

- RELATED PARTY TRANSACTIONS

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

Inc., an affiliate of the Company’s CEO that held approximately 26 % of the Company’s outstanding capital stock at December

31, 2024, for office space for an initial term of five years .

In 2018, Private Veea renewed the sublease for an additional five-year term,

with all other terms and conditions of the sublease remaining the same.

The renewal term expired February 28, 2024 and was subsequently

extended to June 30, 2025.

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

The Company recognized rent expense of approximately

$ 244,000 and $ 237,000 , respectively, for the years ended December 31, 2024 and 2023, all of which is classified as general and administrative

expenses, net in the Company’s consolidated statements of operations.

Accrued and unpaid rent expense included in the Company’s

consolidated balance sheets were $ 1,713,600 and $ 1,468,800 , respectively, as of December 31, 2024 and 2023.

In April 2017, Private Veea entered into

a lease agreement with 83 rd Street LLC to lease office space for an initial term of two years .

The sole member of 83 rd Street

is the Salmasi 2004 Trust.

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

March 1, 2014, Private Veea entered into a sublease agreement with NLabs Inc., an affiliate of the Company’s CEO that held approximately 35 %

of the Company’s outstanding capital stock at December 31, 2025, for office space for an initial term of five years .

Private Veea renewed the sublease for an additional five-year term, with all other terms and conditions of the sublease remaining the

The renewal term expired February 28, 2024, and was subsequently extended to December 31, 2026.

Rent for the office space is accrued

and not paid in cash.

The Company recognized rent expense of approximately $ 245,000 and $ 244,000 for the years ended December 31,

2025 and 2024, respectively, which was classified as general and administrative expenses in the Company’s consolidated statements

of operations and comprehensive income (loss).

Accrued and unpaid rent expense included in the Company’s consolidated balance sheets

was $ 1,958,400 as of December 31, 2025 and $ 1,713,600 as of December 31, 2024.

On March 30, 2026 the outstanding accrued rent

through such date in the total amount of $ 2,000,000 , was converted into shares of the Company’s newly designated Series A Convertible

Preferred Stock, par value $ 0.0001 per share.

See Note 18 for further information regarding

the Preferred Stock issuance.

April 2017, Private Veea entered into a lease agreement with 83 rd Street LLC to lease office space for an initial term

of two years .

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

At December 31, 2024, the Salmasi 2004

Trust held approximately 8 % of Veea’s outstanding capital stock.

Veea’s CEO is the grantor of the Salmasi 2004 Trust.

In 2018, Private Veea renewed the lease for an additional five-year term,

with all other terms and conditions of the lease remaining the same.

The renewal term expired February 28, 2024 and was subsequently extended

to June 30, 2025.

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

The Company recognized rent expense of approximately $ 281,000

and $ 247,000 , respectively, in each of the years ended December 31, 2024 and 2023, all of which is classified as general and administrative

expenses, net in the Company’s consolidated statements of operations.

Accrued and unpaid rent expense included in the Company’s

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

In 2021 and 2022, NLabs made loans to the Company evidenced by promissory

notes aggregating $ 9,500,000 (the “Bridge Notes”).

Interest on the outstanding principal amount of the Bridge Notes accrued

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

Principal and accrued interest was payable on the maturity date

of the Bridge Notes.

The original maturity date of the Bridge Notes was December 31, 2022, which was extended to December 31, 2023, and

was subsequently extended to September 30, 2024.

The Company accounted for the extension as a modification of the Bridge Notes.

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

and Subsidiaries

to the Consolidated Financial Statements

the Years ended December 31, 2024 and 2023

In 2022 and 2023, NLabs made loans

to the Company evidenced by promissory notes in the aggregate principal amount of $ 3,098,000 (the “Promissory Notes” and collectively

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

Interest on the outstanding principal amount of the Promissory Notes accrued

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

Principal and interest on the Promissory Notes was repayable upon

the earlier of demand and December 31, 2023.

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

to September 30, 2024.

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

At the Closing, the Related Party

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

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

See Note 4 “Recapitalization”

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

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

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

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

a 365-day year.

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

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

The renewal term expired February 28, 2024, and was subsequently extended to December 31, 2026.

Rent for the office space is accrued

and not paid in cash.

The Company recognized rent expense of $ 288,000 and $ 281,000 for years ended December 31, 2025 and 2024,

respectively, which is classified as general and administrative expenses in the Company’s consolidated statements of operations

and comprehensive income (loss).

Accrued and unpaid rent expense included in the Company’s consolidated balance sheets was $ 2,232,000 and

$ 1,944,000 as of December 31, 2025 and 2024, respectively.

On March 30, 2026 the outstanding accrued rent through such date in the

total amount of $ 2,323,600 , was converted into shares of Series A Preferred.

See Note 18 for further information regarding the Preferred

Stock issuance.

the Closing of the Business Combination, outstanding promissory notes evidencing loans made by NLabs to through the Closing (the “Related

Party Notes”) in the aggregate amount, including accrued interest, of $ 15,739,897 , were converted into shares of Common Stock at

a price of $ 5.00 per share, which shares were not considered Existing Veea Shares and were in addition to the shares of Common Stock

issued to holders of Existing Veea Shares.

See Note 4 for further information regarding the conversion of the Related Party Notes.

During the year ended December 31,

2025, NLabs made loans to the Company in the aggregate principal amount of $ 5,511,000 .

Interest on the loans accrued at a rate of 10 %

per annum, calculated on the basis of a 365-day year.

The Company satisfied the payment of a portion of the outstanding NLabs 2025 Notes,

plus accrued interest, totaling an aggregate amount of $ 3,239,096 , with the issuance of 3,239,096 shares of Common Stock with

accompanying common warrants issued in the August 2025 Public Offering, based on the offering price of $ 1.00 per share.

From October 2025 through March 2026,

NLabs made additional loans to the Company in the aggregate principal amount of $ 18,185,000 (collectively, the “NLabs Notes”)

evidenced by certain promissory notes.

Interest on the promissory notes accrue at a rate of 10 % per annum, calculated on the basis

of a 365-day year.

Principal and accrued interest is payable upon the earlier of on demand and March 31, 2026.

On March 30, 2026, $ 16,876,400

of the outstanding NLabs Notes, together with accrued interest of $ 406,056.94 , were converted into shares of the Company’s newly

designated Series A Convertible Preferred Stock, par value $ 100 per share.

In connection with the conversion transaction, the remaining

outstanding NLabs In connection with the conversion transaction, the remaining outstanding NLabs 2025 Notes were amended to adjust the

face amount of each such note to give effect to an additional discount of 13.04 %, in line with the White Lion Note Purchase Agreement

and (ii) provide for the issuance of warrants to purchase 33,551,486 shares of Common Stock at an exercise price of $ 0.503 per share.

See Note 18 for information regarding the Preferred Stock issuance.

- COMMITMENTS AND CONTINGENCIES

Commitments with Contract Manufacturers and Suppliers

of June 30, 2024, the Company did not have any unconditional purchase obligations for the purchase of goods or services from suppliers

and contract manufacturers.

Unconditional purchase obligations are obligations that are enforceable and legally binding on the Company

and specify all significant terms, including quantities to be purchased, fixed, minimum, or variable price provisions and the approximate

of December 31, 2025, the Company had no unconditional purchase obligations for the purchase of goods or services from suppliers and

contract manufacturers.

Unconditional purchase obligations are obligations that are enforceable and legally binding on the Company and

specify all significant terms, including quantities to be purchased, fixed, minimum or variable price provisions and the approximate

timing of the transaction.

Unconditional purchase obligations exclude agreements that are cancellable without penalty.

The Company leases office space in the U.S., including office space

from related parties as disclosed in Note 12 - Related Party Transactions .

These leases expire at various dates through

Under the terms of the various lease agreements, the Company may bear certain costs such as maintenance, insurance, and taxes.

agreements may provide for increasing rental payments at fixed intervals.

The Company’s CEO has guaranteed the obligations under

the office space leased in New Jersey.

The Company also leases offices in the United Kingdom and France and Mexico under short-term

arrangements of twelve months or less.

and Subsidiaries

Notes to the Consolidated Financial Statements

For the Years ended December 31, 2024 and 2023

ended December 31,

Company leases office space in the U.S., including office space from related parties as disclosed in Note 13.

Under the terms of the

various lease agreements, the Company may bear certain costs such as maintenance, insurance and taxes.

Lease agreements may provide for

increasing rental payments at fixed intervals.

The Company’s CEO has guaranteed the obligations under the office space leased in

The Company also leases offices in the United Kingdom, France, and Mexico under short-term arrangements of twelve months

Year ended December 31,

Operating lease costs

Other than related parties

Related parties

1 unchanged sentence

Other than related parties

Related parties

Variable lease cost

Other than related parties

Related parties

Total lease cost

11 unchanged sentences

Other than related parties 1.79 % 1.79 %

Related Parties N/A 10.00 %

Related Parties N/A % N/A %

Aggregate 1.79 % 1.79 %

and Subsidiaries

Notes to the Consolidated Financial Statements

For the Years ended December 31, 2024 and 2023

lease liabilities are based on the net present value of the remaining lease payments over the remaining lease term.

2 unchanged sentences

on the information available at the later of the lease commencement date, lease modification date, or the date of adoption of ASC 842.

As of December 31, 2024, the maturities of the Company’s operating lease liabilities were as follows:

Total lease payments

imputed interest

Present values of lease

Operating lease liabilities current

Operating lease liabilities

Company accrues the estimated cost of product warranties at the time of recognizing revenue.

The Company’s standard product warranty

terms generally include post-sales support and repairs or replacement of a product at no additional charge for a specified period of

The Company engages in product quality programs and processes, including actively monitoring and evaluating the quality of its

component suppliers.

The estimated warranty obligation is based on contractual warranty terms, repair costs, current period product shipments

and product failure rates.

Warranty terms are generally limited to twelve months.

of December 31, 2025, there were no future contractual payments due on the leases.

Indemnifications

11 unchanged sentences

similar indemnification obligations to its agents.

and Subsidiaries

to the Consolidated Financial Statements

the Years ended December 31, 2024 and 2023

the normal course of business, the Company may become involved in various lawsuits and legal proceedings.

While the ultimate results

of these matters cannot be predicted with certainty, management does not expect them to have a material adverse effect on the financial

position or results of operations of the Company.

In connection with the Business Combination transaction, Veea agreed

to pay certain legal expenses contingent upon the closing of the Business Combination, certain of which expenses were mutually agreed

to be deferred to periods after the Closing.

As of December 31, 2024, the amount of the deferred fees totaled approximately $ 1,750,000 .

The Company accrues contingent

liabilities when it is probable that future expenditures will be made, and such expenditures can be reasonably estimated.

While the ultimate

results of these matters cannot be predicted with certainty, management does not expect them to have a material adverse effect on the

financial position or results of operations of the Company.

In connection with the Business Combination, the Company agreed to

pay certain legal expenses contingent upon the Closing of the Business Combination, certain of which expenses were mutually agreed to

be deferred to periods after the Closing.

As of December 31, 2025, the amount of the deferred fees totaled $ 2,257,457 , recorded in deferred

payables, current in the consolidated balance sheet.

- FAIR VALUE MEASUREMENTS

Fair Value Measurements

Company’s initial value of the warrant liability was based on a valuation model utilizing management judgment and pricing inputs

from observable and unobservable markets with less volume and transaction frequency than active markets and classified as level 3.

subsequent measurement of the Private Warrants is classified as Level 2 because these warrants are economically equivalent to the Public

Warrants, based on the terms of the Private Warrant agreement, and as such their value is principally derived by the value of the Public

Significant deviations from these estimates and inputs could result in a material change in fair value.

For the year ended

December 31, 2024, there were no transfers amongst level 1, 2, and 3 values during the period.

The conversion feature of the September 2024 Notes is measured at fair

value using a Monte Carlo model that fair values the conversion option.

The following table presents fair value information as of December

31, 2024 and 2023 of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and

indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

warrant liability

note option liability

following table presents fair value information as of December 31, 2025 and 2024 of the Company’s financial assets and liabilities

that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company

utilized to determine such fair value.

During the year ended December 31, 2025, there were no transfers amongst level 1, 2, and

December 31, 2025 Total Level 1 Level 2 Level 3

SPAC Private Placement Warrant liability $ 419,446 -

2025 Investor Warrant liability 3,191,215 3,191,215

Convertible note option liability -

Earn-out share liability 2,543,600 -

Total $ 6,154,261 -

$ 419,446 $ 5,734,815

SPAC Private Placement Warrant

Convertible note option liability

Earn-out Share Liability

Company’s initial value of the SPAC Private Placement Warrant liability as of September 13, 2024, was based on a valuation model

utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency

than active markets and was classified as level 3.

The subsequent measurement of the SPAC Private Placement Warrants is classified as

Level 2 because these warrants are economically equivalent to the Public Warrants, based on the terms of the SPAC Private Placement Warrant

agreement, and as such their value is principally derived by the value of the Public Warrants.

Significant deviations from these estimates

and inputs could result in a material change in fair value.

Investor Warrants

Company established the initial fair value of the 2025 Investor Warrants liability as of August 14, 2025, the date of the August 2025

Public Offering.

As of December 31, 2025, the fair value was remeasured using an option pricing model.

The option pricing model was used

to value the liability for the initial period and subsequent measurement periods.

2025 Investor Warrant liability was classified within Level 3 of the fair value hierarchy due to the use of unobservable inputs.

key inputs into the option pricing model were as follows at August 14, 2025 initial value, and at December 31, 2025:

Expected term (years)

Risk-Free Rate

following table presents the changes in fair value of the 2025 Investor Warrant liability for the year ended December 31, 2025:

Balance, beginning of period, December 31,

Initial value, August 14, 2025

Change in fair value

Balance, end of period,

December 31, 2025

Money Market Funds

and Subsidiaries

Notes to the Consolidated Financial Statements

For the Years ended December 31, 2024 and 2023

Note Option Liability

The Company established the initial fair value for the Convertible

Note Option Liability as of September 13, 2024, which was the date of the Financing Closing .

On December 31, 2024, the fair value was

remeasured using an option pricing model.

The option pricing model was used to value the Convertible Note Option liability for the initial

period and subsequent measurement periods.

Convertible Note Option liability was classified within Level 3 of the fair value hierarchy at the initial measurement date and as of

and December 31, 2024, due to the use of unobservable inputs.

The key inputs into the option pricing model for the Convertible Note Option

liability were as follows at September 13, 2024 initial value and at December 31, 2024:

September 13,

Company established the initial fair value for the convertible note option liability as of September 13, 2024, which was the date the

Convertible Note was executed.

As of December 31, 2025, the fair value was remeasured using an option pricing model.

The option pricing

model was used to value the convertible note option liability for the initial periods and subsequent measurement periods.

conversion feature of the Convertible Promissory Notes is measured at fair value using a Monte Carlo model that fair values the conversion

convertible note option liability was classified within Level 3 of the fair value hierarchy due to the use of unobservable inputs.

key inputs into the option pricing model for the convertible note option liability were as follows:

Expected term (years)

1 unchanged sentence

Interest rate

Balance at January 1, 2024 $

Initial value, September 13,

following table presents the changes in fair value of the convertible note option liability for the year ended December 31, 2025:

Balance, beginning of period,

December 31, 2024

Change in fair value

Balance at December 31, 2024

and Subsidiaries

to the Consolidated Financial Statements

the Years ended December 31, 2024 and 2023

Balance, end of period,

December 31, 2025

Share Liability

Following the closing of the Business Combination, holders of certain capital

stock of Private Veea immediately prior to the closing will have the contingent right to receive up to 4.5 million additional shares of

the Company’s common stock if certain trading-price based milestones of the Company’s common stock are achieved or a

change of control transaction occurs during the ten-year period following the Closing.

The Company’s obligation to issue the earnout

shares is recorded as a contingent liability (the “Earn-Out Share Liability”) in the Company’s financial statements.

The initial value of the contingent earnout share liability of $ 53.6 million is recorded as a transaction cost within operating expenses

for the year ended December 31, 2024.

The fair value of the Earn-out Share Liabilities was estimated using Monte Carlo simulation utilizing

assumptions related to the contractual term of the instruments, estimated volatility, the price of our common stock, and the risk-free

A significant driver of the value of the Earn-out Share Liability at the close of the Business Combination was our closing stock

price on September 13, 2024, which was $ 12.00 .

The following table presents the changes

in fair value of the earnout liabilities:

Liability at January 1, 2024

Initial value, September 13, 2024

Change in fair value

( 38,040,000 )

Balance as of December 31, 2024

key inputs for the Earn-out Share Liability were as follows at September 13, 2024 initial value, and at December 31, 2024:

September 13,

Following the Closing of the Business Combination, holders of certain

capital stock of Private Veea immediately prior to the closing have the contingent right to receive up to 4.5 million additional

shares of Common Stock if certain trading-price based milestones of the Common Stock are achieved or a change of control transaction occurs

during the ten-year period following the Closing.

The Company’s obligation to issue the earn out shares is recorded as a contingent

liability (the “Earn-out Share Liability”) in the Company’s financial statements.

The initial value of the contingent

Earn-out Share Liability of $ 53.6 million was recorded as a transaction cost within operating expenses.

The fair value of the Earn-out

Share Liability was estimated using a Monte Carlo simulation utilizing assumptions related to the contractual term of the instruments,

estimated volatility, the price of the Common Stock, and current interest rates.

The key inputs for the Earn-out Share Liability were

Expected term (years)

Risk-Free Rate

following table presents the changes in fair value of the Earn-Out Share Liability for the year ended December 31, 2025:

Balance, beginning of period, December 31, 2024

Change in fair value

( 13,016,400 )

Balance, end of period, December 31, 2025

- EARNINGS PER SHARE

As described in Note 4 - Reverse Recapitalization , the Company accounted

for the Business Combination as a reverse recapitalization.

Earnings per share calculations for all periods prior to the Closing have

been retrospectively adjusted by the Exchange Ratio for the equivalent number of shares of Common Stock outstanding immediately after

the Closing to effect the reverse recapitalization.

Subsequent to the Closing, earnings per share is calculated based on the weighted

average number of shares of Common Stock outstanding.

and Subsidiaries

Notes to the Consolidated Financial Statements

For the Years ended December 31, 2024 and 2023

computation of basic and dilutive net loss per share attributable to common stockholders for the year ended December 31, 2025 and 2024,

are as follows:

Years Ended December 31,

Net loss attributable to common shareholders

$ ( 6,660,038 )

$ ( 47,457,768 )

Weighted-average common shares outstanding

Net loss per share – basic:

Net loss attributable to common and common equivalent shareholders

( 6,660,038 )

( 47,457,768 )

Weighted-average common stock outstanding

Total common and common equivalent shares outstanding

Net loss per share – diluted:

weighted average potential shares of common stock that were excluded from the calculation of net loss per share-diluted for the periods

presented because including them would have been anti-dilutive consisted of the following:

options outstanding to purchase shares of common stock and RSUs

Private Placement Warrants

Veea Warrants

Investor Warrants

weighted average potential shares of common stock that were excluded from the calculation of net loss per share-diluted because the performance

or market conditions associated with these awards were not met are as follows for the periods presented:

Earn-Out Liability

– INCOME TAXES

9 unchanged sentences

State and local

Total current tax provision

current tax provision

Deferred tax provision Federal

State and local

Total deferred tax provision

Total provision for income taxes

deferred tax provision

provision for income taxes

tax assets (liabilities) consist of the following:

Deferred tax assets

Stock options issued for services

Stock options

issued for services

Net Operating Loss Carryforwards

2 unchanged sentences

Interest carryforward

Total gross deferred tax assets

gross deferred tax assets

Less Valuation Allowance

1 unchanged sentence

( 47,011,175 )

Net deferred tax assets

Net deferred tax

Deferred tax liabilities

1 unchanged sentence

Unrealized Fx gain (loss)

Total gross deferred tax liabilities

$ ( 472,288 )

gross deferred tax liabilities

Net deferred tax liabilities

In assessing the realizability of deferred tax

assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.

In assessing the realizability of deferred

tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.

The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which

3 unchanged sentences

The valuation allowance

for the year ending December 31, 2024 and 2023 was $ 47,011,175 and $ 35,566,934 , respectively.

and Subsidiaries

Notes to the Consolidated Financial Statements

For the Years ended December 31, 2024 and 2023

reconciliation of federal statutory income tax rate to our effective income tax rate is as follows for the years ended December 31:

Federal income tax at the Statutory Rate

at December 31, 2025 and 2024 was $ 49,908,948 and $ 47,011,175 , respectively.

in 2025 annual reporting, we adopted ASU 2023-09 prospectively.

See Note 1 for additional details on the adoption of ASU 2023-09.

reconciliation of the U.S.

federal statutory income tax rate to our effective tax rate pursuant to the disclosure requirements of ASU

2023-09 for the years ended December 31, 2025 and 2024 is as follows (in millions, except percentages):

ended December 31,

Federal income

tax at the Statutory Rate

$ ( 1,365,016 )

$ ( 9,983,550 )

Earnout-Share Liability

( 2,733,444 )

Permanent Items

Return to Provision

Change in valuation allowance

Total tax benefit

in valuation allowance

tax (benefit) expense

As of December 31, 2025, the Company had gross federal net operating

3 unchanged sentences

The state NOLs have varying expiration dates as determined by each state.

The Company also has net operating losses in foreign

jurisdictions that can be utilized to offset future taxable income in the United Kingdom, France, or Mexico based on the jurisdiction

of generation.

The gross value of these NOLs is 28,276,145 with an anticipated future tax benefit of $ 7,069,870 .

The expiration of the

foreign NOLs are also based on the law in each respective jurisdiction, with the earliest of these being 2034.

As of December 31, 2024, the Company has federal

R&D credit carryforwards of $ 4,092,749 , these credits will begin to expire in 2038.

The Company has also reduced the anticipated future

benefit of these credits by recording an uncertain tax benefit equal to 30 % of the credit claimed.

IRC Section 382 imposes limitations on the use

of net operating loss carryovers when the stock ownership of one or more 5% shareholders (shareholders owning 5% or more of the Company’s

outstanding capital stock) has increased on a cumulative basis by more than 50 percentage points.

As of December 31, 2024, the Company

has not completed an analysis on the 382 limitation.

A 382 limitation calculation will be considered prior to the usage of tax attributes.

The Company's effective tax rate could also fluctuate

due to changes in the valuation of its deferred tax assets or liabilities, or by changes in tax laws, regulations, and accounting principles.

The Company has evaluated both positive and negative

evidences and determined that all of its worldwide deferred tax assets will not be realized for the foreseeable future.

As a result, the

valuation allowance is recorded against all existing deferred tax assets.

The current business operations and resulting need for a valuation

analysis will be considered annually.

Beginning on January 1, 2022, the Tax Cuts and

Jobs Act (the "Tax Act”) eliminated the option to deduct research and development expenditures in the current year and requires

taxpayers to capitalize such expenses pursuant to Internal Revenue Code (“IRC”) Section 174.

The capitalized expenses are

amortized over a five-year period for domestic expenses.

As a result of this provision of the Tax Act, deferred tax assets related

to capitalized research expenses increased by $ 6,114,653 in 2024, partially offset by amortization on research expenses.

and Subsidiaries

Notes to the Consolidated Financial Statements

For the Years ended December 31, 2024 and 2023

- SEGMENTATION

ASC Topic 280, “Segment Reporting,”

establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic

areas, and major customers.

Operating segments are defined as components of an enterprise that engage in business activities from which

it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by

the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance.

The Company’s chief operating

decision maker (“CODM”) has been identified as the CEO, who reviews the assets, operating results, and financial metrics for

the Company as a whole to make decisions about allocating resources and assessing financial performance.

Accordingly, management has determined

that there is only one reportable segment.

The CODM assesses the performance of and

decides how to allocate resources for the one segment based on consolidated net loss.

Further, EBITDA (earnings before interest taxes,

depreciation and amortization), which is not presented on the face of the Company’s Consolidated Statements of Operations, is used

to assist with the measurement of segment performance and allocate resources.

The CODM also uses net loss and adjusted EBITDA, to decide

the level of investment in various operating activities and other capital allocation activities.

The measure of segment assets is reported

on the Company’s Consolidated Balance Sheets as Total Assets.

The following table presents the Company’s

segment results for the years ended December 31, 2024 and 2023:

For the years ended

Cost of goods sold

Segment Gross profit

Operating Expenses:

Product development

Sales and marketing

General and administrative (A)

Transaction costs including those incurred with contingent Earn-out Share Liability

Depreciation and amortization

Impairment on investment

Stock-based compensation

Inventory impairment

Other income, net

UK R&D tax credit

( 1,251,243 )

Loss on initial issuance of convertible note

Change in fair value of convertible note option liability

Change in fair value of warrant liabilities

Change in fair value of Earn-out Share Liability

( 38,040,000 )

Other expense

Interest income

Interest expense

( 5,318,817 )

Segment and Consolidated Net loss

$ ( 47,547,768 )

$ ( 15,638,589 )

(A)-net of depreciation, amortization share-based compensation, provisions and impairments.

For Year Ended

Total Consolidated Assets

Capital Expenditures

and Subsidiaries

to the Consolidated Financial Statements

the Years ended December 31, 2024 and 2023

The Company also has net operating losses in the United Kingdom that

can be carried forward indefinitely and utilized to offset future taxable income.

The gross value of these NOLs is $ 26,696,144 with an

anticipated future tax benefit of $ 6,674,036 .

As of December 31, 2024, the Company has federal R&D credit carryforwards

of $4,542,749 that will begin to expire in 2038.

The Company has also reduced the anticipated future benefit of these credits by recording

an uncertain tax benefit equal to 30 % of the credit claimed.

Section 382 imposes limitations on the use of net operating loss carryovers when the stock ownership of one or more 5% shareholders (shareholders

owning 5% or more of the Company’s outstanding capital stock) has increased on a cumulative basis by more than 50 percentage points.

As of December 31, 2025, the Company has not completed an analysis on the 382 limitation.

A 382 limitation calculation will be considered

prior to the usage of tax attributes.

Company’s effective tax rate could also fluctuate due to changes in the valuation of its deferred tax assets or liabilities, or

by changes in tax laws, regulations, and accounting principles.

Company has evaluated both positive and negative evidences and determined that all of its worldwide deferred tax assets will not be realized

for the foreseeable future.

As a result, the valuation allowance is recorded against all existing deferred tax assets.

The current business

operations and resulting need for a valuation analysis will be considered annually.

- EMPLOYEE 401(k) PLAN

Company sponsors a 401(k) plan (the “Plan”) to provide retirement benefits for its employees.

allowed under Section 401(k) of the Internal Revenue Code, the Plan provides for tax-deferred salary contributions and after-tax contributions

for eligible employees.

As allowed under Section 401(k) of

the Internal Revenue Code, the Plan provides for tax-deferred salary contributions and after-tax contributions for eligible employees.

The Plan provides for tax-deferred salary contributions and after-tax contributions for eligible employees.

contributions are limited to a maximum annual amount as set periodically by the Internal Revenue Code.

The Company matches pretax and

Roth employee contributions up to 4 % of eligible earnings that are contributed by employees.

Employee contributions are

limited to a maximum annual amount as set periodically by the Internal Revenue Code.

The Company matches pretax and Roth employee contributions

up to 4 % of eligible earnings that are contributed by employees.

All matching contributions vest immediately.

The Company’s matching contributions to the Plan for the years ended December 31, 2024 and 2023 totaled $ 164,098 and $ 159,562 ,

respectively.

The Company’s

matching contributions to the Plan for the years ended December 31, 2025 and 2024, totaled approximately $ 109,714 and $ $ 161,067 , respectively.

A total of approximately $ 270,781 is reflected in accrued expenses in the consolidated balance sheet for matching contributions

accrued but not yet paid.

- SUBSEQUENT EVENTS

The Company evaluated subsequent events from December 31, 2024, the

date of these financial statements, through the date on which the financial statements were issued (the “Issuance Date”),

for events requiring recording or disclosure in the financial statements as of and for the year ended December 31, 2024.

The Company concluded

that no events have occurred that would require recognition or disclosure in the financial statements, except as described below.

Combination Agreement, dated November 27, 2023, between Plum Acquisition Corp.

Company evaluated subsequent events from December 31, 2025, the date of these consolidated financial statements, through the date on

which the financial statements were issued (the “Issuance Date”), for events requiring recording or disclosure in the financial

statements as of and for the year ended December 31, 2025.

The Company concluded that no events have occurred that would require recognition

or disclosure in the financial statements, except as described below:

January 14, 2026, the Company entered into a note purchase agreement with White Lion providing for the issuance of unsecured convertible

promissory notes and warrants for aggregate gross proceeds of up to $ 2.5 million.

At the initial closing, the Company issued a convertible

note with a face amount of approximately $ 0.6 million and received net proceeds of approximately $ 0.5 million, net of original issuance

discount and certain transaction expenses.

The notes mature in 12 months, bear interest at 5 % per annum, and are convertible into shares

of the Company’s common stock at a price equal to the lesser of $ 0.75 and 90 % of the lowest VWAP (calculated as set forth in the

Convertible Notes) for the prior consecutive ten ( 10 ) trading-day period, in each case subject to certain equitable adjustments.

In connection

with the financing, the Company issued warrants to purchase approximately 990,099 shares of common stock at an exercise price of approximately

$ 0.51 per share, with a five-year term, subject to customary ownership limitations.

On February 17, 2026, VeeaSystems, entered into a Loan Agreement with

Pasadena Private Lending, Inc.

providing for a secured term loan facility of up to $ 10.6 million, of which $ 5.5 million (the “Initial

Loan Amount”) was funded at closing.

The Initial Loan Amount matures in February 2031 and bears interest at a variable rate equal

to the prime rate (subject to a floor of 5.75% ) plus 4.50 % per annum.

Interest is payable monthly in arrears and principal is payable

in monthly installments of $ 58,000 commencing March 17, 2027, with any remaining outstanding principal and interest due at maturity.

Company may, at any time prior to February 17, 2027, request to increase the Initial Loan Amount by up to $ 5.0 million in separate tranches

of up to $ 2.5 million each.

The facility is guaranteed by the Company and the Company’s Chairman and Chief Executive Officer, and

is secured by substantially all assets of the Company and its subsidiaries.

Further, until such time as the Company achieves a Debt Service

Coverage Ratio (as defined in the Loan agreement) of at least 3.0 to 1.0, tested as of the most recently completed fiscal quarter end,

the Company is required to maintain a minimum aggregate balance equal to the greater of (i) $ 550,000 and (ii) 10 % of the then outstanding

aggregate principal amount of the loans, in cash, liquid securities, and marketable securities, in a reserve account.

The agreement contains

customary financial covenants and minimum liquidity requirements.

In response to the Nasdaq deficiency notices

received by the Company on September 29, 2025, on March 27, 2026, the Company submitted an application to transfer the listing of its

listed securities from The Nasdaq Global Market to The Nasdaq Capital Market.

In connection with the submission to transfer the Company’s

listing, the Company 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 Listing Qualifications

department approved the Company’s request to transfer the listing of the Company’s publicly traded securities from The Nasdaq

Global Select Market to The Nasdaq Capital Market.

The transfer will take effect at the opening of business on April 9, 2026.

of the Company’s listing to The Nasdaq Capital Market is not expected to have any immediate effect on trading in shares of common

stock and public warrants.

The common stock and public warrants 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

As a result of the transfer to The Nasdaq

Capital Market, Nasdaq granted the Company 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 the Company’s shares 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, the Company meeting the continued listing

requirements of The Nasdaq Capital Market with the exception of the bid price requirement, and the Company having provided written notice

of its intention 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, the Company intends 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.

In connection with the Company’s

application to transfer its listing to The Nasdaq Capital Market, to ensure the Company’s compliance with the listing requirements

of The Nasdaq Capital Market, on March 30, 2026, the Company entered into separate conversion agreements with each of NLabs and 83 rd

Street pursuant to which (i) NLabs agreed to convert (x) $ 16,876,400 principal and accrued interest of outstanding NLabs 2025 Notes into

168,764 shares of Series A Preferred and (y) $ 2,000,000 of the accrued rent owed to it in respect of the 164 East 83rd Street office

lease into 20,000 shares of Series A Preferred and (i) 83 rd Street agreed to convert $ 2,323,600 of the accrued rent owed to

it in respect of the 166 East 83rd Street office lease into 23,236 shares of Series A Under the terms of the conversion agreements, NLabs

and 83 rd Street are each entitled to certain registration rights with respect to the shares of Common Stock issuable upon

conversion of the Series A Preferred.

share of Series A Preferred is entitled to vote on an as converted basis along with the Common Stock, and holders of Series A Preferred

are entitled to receive dividends that are economically equivalent to any dividends declared with respect to the Common Stock.

each share of Series A Preferred is convertible into Common Stock, at the option of the holder, in an amount equal to a price per share

of $ 100 (as adjusted for certain stock splits) divided by $ 0.503 .

On April 14, 2026, the Company entered

into a transition agreement with Janice K.

Smith, the Executive Vice President and Chief Operating Officer.

Pursuant to the agreement,

effective as of April 30, 2026, Ms.

Smith will step down from her current roles as the Executive Vice President and Chief Operating Officer

of the Company and will serve as Senior Operations Advisor commencing on April 30, 2026 and ending on December 31, 2026.

be entitled certain equity awards and cash bonus.

See “ Item 11.

Executive Compensation - Existing NEO Employment Agreements –

Smith Transition Agreement .”

Incorporated by Reference

Business Combination Agreement, dated November 27, 2023, by and among Plum Acquisition Corp.

and Plum SPAC Merger Sub, Inc.

December 1, 2023

and Restated Certificate of Incorporation

September 24, 2024

and Restated Bylaws

September 24, 2024

Promissory Note, dated September 12, 2024

January 10, 2025

Description of the Company's Securities

Amendment No.

2 to Business Combination Agreement, dated September 11, 2024, by and among Plum Acquisition Corp.

I, Plum SPAC Merger Sub, Inc.,

and Veea Inc.

September 12, 2024

to Promissory Note, dated September 11, 2024, by and between Plum Acquisition Corp.

Michael Dinsdale.

September 12, 2024

to Promissory Note, dated September 11, 2024, by and between Plum Acquisition Corp.

Ursula Burns.

September 12, 2024

to Promissory Note, dated September 11, 2024, by and between Plum Acquisition Corp.

Kanishka Roy.

September 12, 2024

to Promissory Note, dated September 11, 2024, by and between Plum Acquisition Corp.

I and Plum Partners LLC.

September 12, 2024

Letter Agreement, dated November 27, 2023, between Plum Acquisition Corp.

I, Plum Partners LLC, and Veea Inc.

of Stockholder Support Agreement, dated November 27, 2023, between Plum Acquisition Corp.

I, Veea Inc., and the other parties thereto

Agreement, dated September 13, 2024, between Plum Acquisition Corp.

and Plum SPAC Merger Sub, Inc.

September 12, 2024

and Restated Registration Rights Agreement, dated September 13, 2024, between Plum Acquisition Corp.

I, Veea Inc., Plum Partners

LLC and certain stockholders of Veea Inc.

September 24, 2024

of Lock-Up Agreement, dated September 13, 2024, between Veea Inc.

and certain stockholders

September 24, 2024

of Note Conversion Agreement, dated September 13, 2024, between Plum Acquisition Corp.

and certain note holders

Amended and Restated Certificate of Incorporation

September 24, 2024

to Polar Lock-Up Agreement, dated September 13, 2024, between Plum Acquisition Corp.

I and Polar Multi-Strategy Fund

Certificate of Designation of Series A Convertible Preferred Stock

April 2, 2026

Amended and Restated Bylaws

September 24, 2024

to Cohen Lock-Up Agreement, dated September 13, 2024, between Plum Acquisition Corp.

Warrant Agreement, dated March 18, 2021, by and between Plum Acquisition Corp.

I and Continental Stock Transfer & Trust Company

March 18, 2021

Description of the Company’s Securities

April 15, 2025

Form of Convertible Promissory Note, dated September 12, 2024

January 10, 2025

Form of Convertible Promissory Note, dated May 13, 2025

Form of Common Warrant

August 15, 2025

Form of Convertible Promissory Note

January 20, 2026

Form of Common Warrant

January 20, 2026

Form of Common Warrant

April 2, 2026

Amended and Restated Registration Rights Agreement, dated September 13, 2024, between Plum Acquisition Corp.

I, Veea Inc., Plum Partners LLC and certain stockholders of Veea Inc.

September 24, 2024

1 unchanged sentence

September 24, 2024

Amendment No.

1 to the 2024 Incentive Equity Plan

January 29, 2026

2024 Employee Stock Purchase Plan

September 24, 2024

Stock Purchase Agreement, dated as of December 2, 2024, by and between White Lion Capital, LLC and the Company

Rights Agreement, dated as of December 2, 2024, by and between White Lion Capital, LLC and the Company

Common Stock Purchase Agreement, dated December 2, 2024, by and between White Lion Capital, LLC and the Company

December 6, 2024

and Release Agreement, dated December 31, 2024, between the Company and Harmonic Partners.

Registration Rights Agreement, dated December 2, 2024, by and between White Lion Capital, LLC and the Company

December 6, 2024

Amendment No.

1 to Common Stock Purchase Agreement, dated June 2, 2025, by and between White Lion Capital, LLC and the Company

Amendment No.

2 to Common Stock Purchase Agreement, dated January 14, 2026, by and between White Lion Capital, LLC and the Company

Settlement and Release Agreement, dated December 31, 2024, between the Company and Harmonic Partners.

January 2, 2025

Code of Ethics

Form of Restricted Stock Unit Agreement

January 10, 2025

Form of Stock Option Agreement

January 10, 2025

Asset Purchase Agreement, dated May 13, 2025, by and between the Company and Crowdkeep, Inc.

Form of Note Purchase Agreement

Form of Lock-Up Agreement

Form of Noteholder Lock-Up Agreement

Form of Placement Agency Agreement

August 15, 2025

Form of Securities Purchase Agreemen t

August 15, 2025

of Lock-Up Agreement

August 12, 2025

Purchase Agreement dated January 14, 2026, by and between White Lion Capital, LLC and the Company

January 20, 2026

Rights Agreement dated January 14, 2026, by and between White Lion Capital, LLC and the Company

January 20, 2026

Agreement dated February 17, 2026 by and among Pasadena Private Lending, Inc., VeeaSystems Inc., a Delaware corporation, Veea Inc.,

Veea Solutions Inc., VeeaSystems Development Inc., VeeaSystems CK Inc., Allen Salmasi and Nicole Salmasi .

February 23, 2026

Loan Promissory Note dated February 17, 2026

February 23, 2026

dated February 17, 2026, by Veea Inc.

in favor of Pasadena Private Lending, Inc.

February 23, 2026

dated February 17, 2026 by Allen Salmasi and Nicole Salmasi in favor of Pasadena Private Lending, Inc.

February 23, 2026

Agreement dated February 17, 2026 between Veea Inc.

and Pasadena Private Lending, Inc.

February 23, 2026

Agreement dated February 17, 2026 between VeeaSystems Inc.

and Pasadena Private Lending, Inc.

February 23, 2026

Agreement dated February 17, 2026, by and between VeeaSystems Inc.

and Pasadena Private Lending, Inc.

February 23, 2026

Conversion Agreement, dated March 30, 2026, by and between the Company and NLabs Inc.

April 2, 2026

Agreement, dated March 30, 2026, by and among the Company, NLabs Inc., and 83rd Street LLC.

April 2, 2026

Amendatory Agreement to Demand Notes, dated March 30, 2026, by and between the Company and NLabs Inc.

April 2, 2026

Transition Agreement, dated April 13, 2026, by and between the Company and Janice K.

from Marcum LLP to the Securities Exchange Commission

September 24, 2024

Insider Trading Policy

Subsidiaries of Veea Inc.

January 10, 2025

Trading Policy

August 12, 2025

Consent of PKF O’Connor Davies, LLP, independent registered public accounting firm.

Power of Attorney (included on signature page to this Registration Statement).

Power of Attorney (included on signature page to this Annual Report).

Certification

11 unchanged sentences

Compensation Clawback Policy

of Restricted Stock Unit Agreement

of Stock Option Agreement

XBRL Instance Document

1 unchanged sentence

Schema Document

XBRL Taxonomy

Extension Calculation Linkbase Document

XBRL Taxonomy

Extension Definition Linkbase Document

XBRL Taxonomy Extension

Calculation Linkbase Document

XBRL Taxonomy Extension

Definition Linkbase Document

Cover Page Interactive

Data File (formatted as Inline XBRL and contained in Exhibit 101).

Filed herewith.

Furnished herewith.

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

4 unchanged sentences

April 14, 2026

Interim Chief Financial Officer and Chief Operating

Randal Stephenson

Chief Financial Officer and Chief Operating Officer

(Principal Financial Officer and

1 unchanged sentence

April 14, 2026

Allen Salmasi

Chief Executive Officer

SIGNATURES AND POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that each person whose signature appears

below constitutes and appoints Allen Salmasi and Randal Stephenson, as his or her true and lawful attorneys-in-fact and agents, with the

full power of substitution, for him or her in his or her name, place or stead, in any and all capacities, to sign any and all amendments

to this Annual Report on Form 10-K (including any and all exhibits, schedules, supplements, certifications and supporting documents thereto),

and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission,

granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary

to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying

and confirming that said attorneys-in-fact and agents, or his or her substitute or substitutes, may lawfully do or cause to be done by

virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934,

this report has been signed below by the following persons on behalf of the registrant and in the capacities held on the dates indicated.

/s/ Allen Salmasi

Chief Executive Officer and Director

April 14, 2026

1 unchanged sentence

(principal executive officer)

/s/ Randal Stephenson

Chief Financial Officer

April 14, 2026

(principal financial officer

and principal accounting officer)

Randal Stephenson

(principal financial officer and principal accounting officer)

/s/ Douglas Maine

April 14, 2026

Douglas Maine

/s/ Helder Antunes

April 14, 2026

Helder Antunes

/s/ Michael Salmasi

April 14, 2026

Michael Salmasi

/s/ Kanishka Roy

April 14, 2026

/s/ Gary Cohen

April 14, 2026

/s/ Alan Black

April 14, 2026

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures