What changed in this filing

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Item 1. Financial Statements

2026-05-15 compared with 2025-11-14 · 720 added, 715 removed, 633 unchanged (69% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

September 30,

Receivables, net

4 unchanged sentences

Intangible assets, net

LIABILITIES AND STOCKHOLDERS’ DEFICIT

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

Revolving line of credit

2 unchanged sentences

Related party liabilities

Share issuance liability

Deferred payables, current

Notes payable

Convertible note payable, net - current

Other current liabilities

Related party notes

Total current liabilities

Convertible note payable, net

Conversion option liability

Warrant liability

Warrant liabilities

Earn-out Share Liability

Deferred payables

Note payable, noncurrent

TOTAL LIABILITIES

STOCKHOLDERS’ DEFICIT

STOCKHOLDERS’ EQUITY (DEFICIT)

Preferred stock, $ 0.0001 par value;

1,000,000 shares authorized;

none issued and outstanding

212,000 and zero issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

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

and 50,160,673 and 36,202,798 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively

and 50,467,421 shares issued and outstanding at March 31, 2026 and December 31, 2025

Additional paid-in capital

2 unchanged sentences

( 224,490,556 )

Accumulated other comprehensive income

TOTAL STOCKHOLDERS’ DEFICIT

Accumulated other comprehensive income (loss)

( 1,197,799 )

( 1,251,774 )

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)

( 9,751,880 )

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

The accompanying notes are an integral part of

3 unchanged sentences

AND COMPREHENSIVE INCOME (LOSS)

Three Months Ended

September 30,

Nine Months Ended

September 30,

For the Three Months Ended

Cost of goods sold

2 unchanged sentences

Sales and marketing

General and administrative, net

General and administrative

Transaction costs

4 unchanged sentences

( 5,767,483 )

( 15,333,775 )

( 69,896,852 )

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

1 unchanged sentence

Change in fair value of Earn-out Share Liability

Other expense

Other income (expense)

Interest expense

( 1,822,448 )

( 1,352,823 )

Total other income

1 unchanged sentence

$ ( 4,673,046 )

( 1,736,512 )

( 46,620,619 )

Net income (loss) per share:

2 unchanged sentences

Foreign currency translation adjustment

( 1,597,335 )

( 1,109,232 )

Comprehensive income (loss)

$ ( 4,619,071 )

$ ( 1,512,420 )

$ ( 47,729,851 )

The accompanying notes are an integral part of

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CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’

FOR THE THREE MONTHS ENDED SEPTEEMBER 30, 2025

Comprehensive

Stockholders’

Balance, June 30, 2025

$ 209,682,257

$ ( 220,942,324 )

$ ( 10,932,589 )

Stock based compensation

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

Common stock issued upon exercise of stock options

Common stock issued upon vesting of RSUs

Foreign currency translation gain

Balance, September 30, 2025

$ 214,938,054

$ ( 219,567,030 )

$ ( 4,265,475 )

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2024

EQUITY (DEFICIT)

FOR THE THREE MONTHS ENDED MARCH 31, 2026

Series A Convertible Preferred Stock

Comprehensive

Stockholders’

Balance, June 30, 2024

Equity (Deficit)

Balance, December 31, 2025

$ 215,985,403

2 unchanged sentences

$ ( 9,751,880 )

Issuance of White Lion Warrants

Settlement of related party note payable and related party liabilities for preferred stock

Stock based compensation

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

Issuance of Common Stock upon conversion of Sponsor and related party notes and warrants at Business Combination

Issuance of Common Stock to Plum Sponsors and Investors at Business Combination

Issuance of Common Stock to Plum Shareholders at Business Combination

( 6,901,658 )

( 6,926,598 )

Issuance of Common Stock related to new financing

Common Stock issued for services

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

Foreign currency translation loss

( 1,597,335 )

( 33,323,555 )

Foreign currency translation gain

( 4,673,046 )

Balance, September 30, 2024

( 4,673,046 )

Balance, March 31, 2026

$ 235,374,477

1 unchanged sentence

$ ( 1,197,799 )

The accompanying notes are an integral part of

these unaudited condensed consolidated financial statements.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025

FOR THE THREE MONTHS ENDED MARCH 31, 2025

Comprehensive

4 unchanged sentences

$ ( 134,391 )

$ ( 17,024,824 )

Stock based compensation

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

Common stock issued upon exercise of stock options

Common stock issued upon vesting of RSUs

Common stock issued upon draw on the equity line of credit

Common stock issued as compensation for equity line of credit commitment fee

Common stock issued as consideration for Crowdkeep

Common stock issued for services

Settlement of convertible note agreement for shares issued

Foreign currency translation gain

( 1,736,512 )

Balance, September 30, 2025

$ 214,938,054

$ ( 219,567,030 )

$ ( 4,265,475 )

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024

Comprehensive

Stockholders’

Balance, December 31, 2023

$ 159,475,010

$ ( 170,282,750 )

$ ( 661,354 )

$ ( 11,467,130 )

Class A Common Stock Issuances, net of transaction costs

Common stock issuances, net of transaction costs

Conversion of vendor payable to Common Stock

Common stock issued upon exercise of stock options

Stock based compensation

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-2Preferred Stock Issuances, recasted

Issuance of Common Stock upon conversion of debt at Business Combination

Issuance of Common Stock upon conversion of Sponsor and related party notes and warrants at Business Combination

Issuance of Common Stock to Plum Sponsors and Investors at Business Combination

Issuance of Common Stock to Plum Shareholders at Business Combination

( 6,901,658 )

( 6,926,598 )

Issuance of Common Stock related to new financing

Common Stock issued for services

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

Foreign currency translation loss

( 1,109,232 )

( 46,620,619 )

Balance, September 30, 2024

$ 210,665,277

Balance, March 31, 2025

$ 201,697,086

5 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended

September 30,

For the Three Months Ended

Cash flows from operating activities

$ ( 4,673,046 )

$ ( 46,620,619 )

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

1 unchanged sentence

Amortization of debt issuance costs

Loss on initial issuance of debt

Change in fair value of convertible note option liability

Change in fair value of warrant liabilities

Earn-out liability initial loss

Change in fair value of Earn-out Share Liability

( 10,530,000 )

( 24,750,000 )

Interest income on investment

Share based compensation

Stock based compensation

Share based vendor payments as compensation for services

Share based payment as compensation for ELOC commitment fee

Interest expense on convertible notes converted

Unrealized foreign currency transaction (gain) loss

( 1,686,348 )

Amortization of operating lease right of use assets

1 unchanged sentence

Prepaid and other current assets

( 5,034,546 )

Accounts payable

Accrued expenses

Other liabilities

Accrued expenses and deferred payables

Other current liabilities

Operating lease payments

3 unchanged sentences

Cash flows from investing activities

Purchase of property and equipment

Purchase of intangible assets and trademarks

Purchase of investments

Net cash used in investing activities

1 unchanged sentence

Proceeds from revolving line of credit

Repayment of revolving line of credit

( 14,000,000 )

Proceeds from related party notes

1 unchanged sentence

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

Proceeds from reverse recapitalization

Proceeds from lock-up share release

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

Proceeds from exercise of stock options for common stock

Proceeds from exercise of stock options

Proceeds from note payable

Net cash provided by financing activities

Effect of exchange rate changes on cash

Net decrease in cash and cash equivalents

Net increase (decrease) in cash

( 1,438,292 )

2 unchanged sentences

Non-cash activities

Initial measurement of debt discount on the convertible note

( 1,450,000 )

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

Crowdkeep asset acquisition

Settlement of convertible notes for shares issued

Conversion of vendor payable to Common Stock

Supplemental cash flow information

Interest paid

Settlement of related party note payable and related party liabilities for preferred stock

The accompanying notes are an integral part of

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VeeaSystems Inc., formerly known as Veea Inc.

a Delaware corporation, (“Private Veea”), 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;

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.

2 - LIQUIDITY AND MANAGEMENT’S PLAN

During the three months ended September

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

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

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

Since its inception, it has incurred significant operating losses and negative cash

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

As of September 30, 2025, it

had cash of $ 1,071,151 and outstanding debt of $ 17.5 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, and $ 1.8 million was outstanding under a notes payable with an inventory vendor.

Although the Company has had recurring

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

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

revenue generated under the Supply Agreement entered into with Telcel, the proceeds of the Company’s Common Stock Offering completed

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

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

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

Based in part on the above-referenced

opportunities and initiatives, the Company has a reasonable basis to believe it has alleviated substantial doubt regarding its ability

to continue as a going concern.

Although management continues to pursue these plans, there is no assurance that the Company will be successful

in obtaining sufficient funding on terms acceptable to the Company, if at all.

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 three months ended March

31, 2026 and 2025, the Company incurred operating losses of approximately $ 5.0 million and $ 5.8 million, respectively, and had an accumulated

deficit of $ 229.2 million as of March 31, 2026.

Since its inception, it has incurred significant operating losses and negative cash flows.

As of March 31, 2026, it had cash of approximately $ 1.6 million and outstanding debt of $ 13.3 million, of which $ 0.8 million was outstanding

under the September 2024 Notes (as defined below), $ 1.0 million was outstanding under the Crowdkeep Convertible Notes (as defined below),

$ 4.0 million was outstanding under a related party note payable, $ 1.9 million was outstanding under a note payable with an inventory vendor,

$ 5.0 million was outstanding under the PPL Loan (as defined below) (Note 6), and $ 0.6 million was outstanding under the White Lion Convertible

Note (as defined below) (Note 6).

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 (as defined below) entered

into with Telcel, and using proceeds from its existing financing arrangements under the ELOC Purchase Agreement (as defined below), its

new secured term loan facility with Pasadena Private Lending (as defined below) and the White Lion Note Purchase Agreement (as defined

below) with White Lion Capital, LLC (“White Lion”).

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 does not secure other equity or debt financing.

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 took effect at the opening of business on April 9, 2026.

The transfer of the Company’s listing to The Nasdaq Capital Market is not expected to have any impact 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.

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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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.

Accordingly, certain information and footnote disclosures normally included in unaudited condensed 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.

All significant intercompany balances

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MX were immaterial during all the periods presented and are not separately disclosed.

The condensed consolidated balance

sheet as of September 30, 2025, has been derived from the unaudited consolidated financial statements at that date, but does not include

all disclosures, including notes required by GAAP for complete financial statements.

The unaudited interim condensed consolidated financial

statements should be read in conjunction with the consolidated financial statements and accompanying footnotes included in the Company’s

Annual Report on Form 10-K for its year ended December 31, 2024.

Basis of Accounting

The accompanying condensed consolidated

financial statements have been prepared on the accrual basis in accordance with accounting principles generally accepted under GAAP.

balance sheet as of December 31, 2025, has been derived from the consolidated financial statements included in the Company’s Annual

Report on Form 10-K for its year ended December 31, 2025 filed with the SEC on April 15, 2026 (the “2025 10-K”).

The accompanying

unaudited condensed consolidated financial statements do not include all disclosures, including notes required by GAAP for complete financial

The unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial

statements and accompanying footnotes included in the 2025 10-K.

Basis of Accounting

The accompanying unaudited condensed

consolidated financial statements have been prepared on the accrual basis in accordance with accounting principles generally accepted

Use of Estimates

Management of the Company is required

to make certain estimates, judgments, and assumptions during the preparation of its condensed consolidated financial statements in accordance

to make certain estimates, judgments, and assumptions during the preparation of its unaudited condensed consolidated financial statements

in accordance with GAAP.

The Company believes that these estimates, judgments and assumptions are reasonable under the circumstances.

These estimates,

judgments, and assumptions impact the reported amounts of assets, liabilities, revenue, and expenses, and the related disclosure of contingent

assets and liabilities.

These estimates, judgments, and assumptions impact the reported amounts of assets, liabilities, revenue, and expenses, and the related

disclosure of contingent assets and liabilities.

Actual results could differ from these estimates.

Changes in such estimates could affect amounts reported in future

Changes in such estimates could affect

amounts reported in future periods.

On an ongoing basis, the Company evaluates its estimates and judgments including those related to:

liquidity and going concern,

the useful lives and recoverability of property and equipment and definite-lived intangible assets;

the recoverability of goodwill and

indefinite-lived intangible assets;

the carrying value of accounts receivable, including the determination of the allowance for credit

liquidity and going concern, the useful lives and recoverability of property and equipment and definite-lived intangible assets;

the recoverability

of goodwill and indefinite-lived intangible assets;

the carrying value of accounts receivable, including the determination of the allowance

for credit losses;

inventory, including the determination of allowances for estimated excess or obsolescence;

the fair value of warrants;

value of acquisition-related contingent consideration arrangements;

the fair value of the ELOC;

the fair value of acquisition-related contingent consideration arrangements;

the fair value of the ELOC (Note 8);

unrecognized tax benefits;

legal contingencies;

the incremental borrowing rate for the Company’s leases;

and the valuation of stock-based compensation, among others.

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Segment Information

ASC Topic No.

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.

The Company operates as a single operating

The chief operating decision maker is the Company’s Chief Executive Officer , who makes resource allocation decisions and

assesses performance based on financial information presented on a consolidated basis, accompanied by disaggregated revenue information.

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

unaudited condensed consolidated statements of operations, is used to assist with the measurement of segment performance and allocate

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 September 30, 2025 and December 31, 2024, were attributable to its U.S.

The Company’s long-lived assets

are based on the physical location of the assets.

For the three months and nine months ended September 30, 2025, revenue was negligible

and not materially concentrated among customers.

majority of the Company’s assets as of March 31, 2026 and December 31, 2025, were attributable to its U.S.

The Company’s

long-lived assets are based on the physical location of the assets.

For the three months ended March 31, 2026 and 2025, substantially

all of the Company’s revenue was attributable to its U.S.

operations and not materially concentrated among customers.

of segment assets is reported on the Company’s unaudited condensed consolidated balance sheets as Total Assets.

The Company holds non-marketable equity

and other investments (“privately held investments”), which are included in noncurrent assets in the Company’s unaudited

condensed consolidated balance sheets.

Equity investments that do not result

in consolidation or the application of the equity method are accounted for in accordance with ASC Topic 321, Investments—Equity

Securities (“ASC 321”).

For certain eligible investments, the Company has elected the fair value option under ASC Topic

825, Financial Instruments (“ASC 825”), whereby such investments are measured at fair value on a recurring basis with

changes in fair value recognized in earnings.

For investments for which the fair

value option has not been elected and that do not have a readily determinable fair value, the Company applies the measurement alternative,

under which investments are carried at cost, adjusted for observable price changes in orderly transactions for identical or similar investments

and for impairment.

The fair value of investments accounted

for under the fair value option is determined in accordance with ASC 820, Fair Value Measurement, and may involve the use of significant

unobservable inputs (Level 3).

The Company evaluates its investments each reporting period for changes in fair value or impairment, as

Recent Accounting Pronouncements

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.

adoption of this guidance results in the Company being required to include enhanced income tax-related disclosures.

The Company adopted

this guidance effective January 1, 2025;

however, as there is a full valuation allowance on its deferred tax assets, income tax disclosures

are not material to the condensed consolidated financial statements and are not included in this Quarterly Report on Form 10-Q but will

be evaluated quarterly going forward necessary disclosures.

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.

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,

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 December 31, 2024, and it did not have a material effect

on the Company’s condensed consolidated financial statements.

Not Yet Adopted

In November 2024, the FASB issued ASU

2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40).

2025, the FASB issued ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic

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,

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.

2 unchanged sentences

Early adoption is permitted.

The Company is currently evaluating the impact of this ASU on its condensed

consolidated financial statements.

The Company is currently evaluating the impact of this ASU on its unaudited

condensed consolidated financial statements.

3 - ACQUISITION

1 unchanged sentence

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

acquired certain assets of Seller relating to Seller’s IoT technology platform business, free and clear of any liens other than

certain specified liabilities of Seller that were assumed.

In consideration for the acquisition, the Company issued 4,065,689 shares of

its Common Stock (the “Purchase Price”).

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”).

The transaction was accounted for as

2 unchanged sentences

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.

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.

The transaction was considered a related

party transaction due to the involvement of a Company board member who was also the CEO and shareholder of Crowdkeep.

party transaction due to the involvement of a Company board member who was also the CEO and a shareholder of Crowdkeep.

The Company established

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The patented technology, which is recorded

as part of intangible assets, net in the condensed consolidated balance sheet, will be amortized over its estimated useful life of 10

5 - REVERSE RECAPITALIZATION

As discussed in Note 1, the Business

Combination was consummated on September 13, 2024, which, for accounting and reporting purposes under GAAP, was treated as the equivalent

of Private Veea issuing stock for the net assets of Plum, accompanied by an equity recapitalization of Private Veea, which was determined

to fall within the scope of Accounting Standards Codification (“ASC”) 805, “ Business Combinations ”.

was treated as the acquired company, and its net assets were stated at historical cost, with no goodwill or other intangible assets recorded.

The excess of the fair value of shares issued to Plum over the fair value of Plum’s identifiable net assets acquired represented

compensation for the service of a stock exchange listing for its shares and was expensed as incurred.

The warrants issued at the time of

Plum’s initial public offering (the “Public Warrants”), and warrants issued in connection with private placement at

the time of Plum’s initial public offering (the “SPAC Private Placement Warrants”) remain outstanding and are now outstanding

warrants for the Company.

Earn-out Share Liability

Following the Closing, stockholders

who previously held certain capital stock of Private Veea have the contingent right to receive up to 4.5 million additional shares of

the common stock, par value $ 0.0001 per share, of the Company (“Common Stock”) if certain trading-price based milestones of

the Company’s Common Stock are achieved or a change of control transaction occurs during the ten-year period following the Closing.

Under accounting principles, the Company’s

obligation to issue the earn-out 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 Liability was recorded as a transaction cost within operating expenses

in the Company’s financial statements for the year ended December 31, 2024.

For each subsequent reporting period, changes in the

fair value of the Earn-Out Share Liability are reported in the Company’s financial statements.

as part of intangible assets, net in the accompanying unaudited condensed consolidated balance sheet, will be amortized over its estimated

useful life of 10 years .

4 - BALANCE SHEET COMPONENTS

Inventory consists of the following:

September 30,

Inventory allowance

Consigned parts

Prepaid and other current assets

Prepaid and other current assets consists

of the following:

Prepaid expenses

Inventory purchase deposit

Production deposit

Other current assets

In January 2024, the Company placed

an inventory order and paid a $ 5.0 million deposit against the order.

The inventory was to be delivered on or before June 30, 2024.

The inventory was not delivered by such date;

and as a result, the Company is entitled to a refund of its deposit.

The Company was granted

a security interest in the purchased inventory.

Upon the return of the Company’s down payment, the order will terminate.

Property and Equipment, net

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of the following:

September 30,

Furniture and fixtures

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Depreciation expense for the three

months ended September 30, 2025 and 2024, totaled $ 29,036 and $ 56,000 , respectively.

Depreciation expense for the nine months ended September

30, 2025 and 2024, totaled $ 106,425 and $ 166,000 , respectively.

months ended March 31, 2026 and 2025, totaled approximately $ 21,083 and $ 35,697 , respectively.

5 - GOODWILL AND INTANGIBLE ASSETS

The following is a summary of activity

in goodwill for the nine months ended September 30, 2025 and 2024:

September 30,

in goodwill for the three months ended March 31, 2026:

Balance at December 31, 2025

Foreign exchange transactions

Balance at September 30, 2025

September 30,

Balance at March 31, 2026

The following is a summary of activity

in goodwill for the year ended December 31, 2025:

Balance at December 31, 2024

Foreign exchange transactions

Balance at September 30, 2024

Balance at December 31, 2025

Intangible Assets

Intangible assets consist of the following:

As of September 30, 2025

As of March 31, 2026

Period Costs as of

2024 Additions Disposals Ending

January 1, 2026 Additions Disposals Ending

Costs Accumulated

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As of December 31, 2025

Amortization Costs as of

January 1, Ending Accumulated Accumulated Net Book

Period 2024 Additions Disposals Costs Amortization Impairment Value

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 ) $ -

IPR&D 5 years 5,015,694 -

Proprietary technology 10 years -

6,904,306 ( 423,343 ) -

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The Company’s

patents have estimated remaining economic useful lives ranging from 5 - 15 years and the proprietary technology acquired from Crowdkeep

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

During the nine months ended September 30, 2025 and 2024, there were no events that necessitated additional impairment of intangible

Intangible asset amortization expense

for the three months ended September 30, 2025 and 2024, totaled $ 187,400 and $ 11,000 , respectively.

Management reviews intangible assets for impairment when

events and circumstances warrant.

During the three months ended March 31, 2026 and 2025, there were no events that necessitated

additional impairment of intangible assets.

Intangible asset amortization expense

for the nine months ended September 30, 2025 and 2024, totaled $ 314,671 and $ 39,000 , respectively.

for the three months ended March 31, 2026 and 2025, totaled $ 183,909 and $ 19,000 , respectively.

Future estimated amortization expense

for the Company’s intangible assets is approximately as follows:

Future estimated amortization as of September 30, 2025

Remainder of 2025

Total outstanding debt of the Company

is comprised of the following, including convertible notes:

September 30, 2025

Revolving Loan Facility

Convertible note payable, net

Future estimated amortization as of March 31, 2026

2026 – Remaining

Total outstanding third-party debt

of the Company is comprised of the following, including convertible notes:

March 31, 2026

Convertible notes payable, net

$ ( 234,892 )

Notes payable

Notes payable, noncurrent

$ ( 627,885 )

December 31, 2025

Revolving Loan Facility

Convertible note payable

( 1,102,684 )

$ ( 1,102,684 )

Revolving Loan Facility, noncurrent

Convertible notes payable, net

Notes payable

Revolving Loan Facility

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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.

by JPMorgan Chase, (“JPM”) 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.

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 11 for further information.

In December 2023, Private Veea repaid

$ 5,000,000 of the principal balance of the Loan.

Following the acquisition of First Republic, the Loan was transferred to the Bank.

were no borrowings during the three months ended September 30, 2025, and $ 1.3 million of borrowings during the nine months ended September

As of September 30, 2025, the outstanding principal amount of the Loan was $ 14.0 million, and there is no availability to borrow

additional funds.

the acquisition of First Republic, the Loan was transferred to JPM.

As of December 31, 2025, the outstanding principal amount of the Loan

was $ 14.0 million.

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 JPM 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 during the three months ended March

See Note 11 for further information regarding the NLabs loan.

Convertible Notes Payable

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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 $ 15.0 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.

the business combination (the “Closing of Business Combination”) by and among Plum Acquisition Corp.

I, Plum SPAC Merger Sub,

Inc, and Private Veea (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”).

Company received $ 1.45 million in proceeds from the issuance of its convertible promissory notes.

In addition to a September 2024

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notes divided by $ 7.50 (the “Transferred Shares”).

2.0 million Transfer Shares were delivered to Investors at the Financing

The Note Purchase Agreements include customary registration rights.

2.0 million Transfer Shares were delivered to Investors

at the Financing Closing.

The September 2024 Notes include customary registration rights.

The 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,

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.

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

consolidated financial statements.

At December 31, 2024, the deferred financing assets were reversed on the Company’s consolidated

financial statements.

The Company and VeeaSystems Inc.

(“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.

The outstanding obligations under each September 2024 Note accrues interest

at a rate equal to the Secured Overnight Financing Rate plus 2 % per annum, adjusted quarterly, but interest is only payable upon the maturity

date of the September 2024 Note as long as there is no event of default thereunder.

Each September 2024 Note is unsecured and expressly

subordinated to any senior debt of the Borrowers.

The September 2024 Notes and the Note Purchase Agreements do not include any operational

or financial covenants for the Borrowers.

Each September 2024 Note includes customary events of default 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.

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

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.

The Company and VeeaSystems are co-borrowers

under each September 2024 Note (together, the “Borrowers”) and are jointly responsible for the obligations to each Investor

Each September 2024 Note has a maturity date of 18 months after the Financing Closing but is prepayable in whole

or in part by the Borrowers at any time without penalty.

The outstanding obligations under each September 2024 Note accrues interest at

a rate equal to the Secured Overnight Financing Rate plus 2 % per annum, adjusted quarterly, but interest is only payable upon the

maturity date of the September 2024 Note as long as there is no event of default thereunder.

Each September 2024 Note is unsecured and

expressly subordinated to any senior debt of the Borrowers.

The September 2024 Notes 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.

The 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

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.

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

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such Conversion Shares would be extended for an additional 6 months to 12 months after the Financing Closing.

As of September 30, 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.

As of both March 31, 2026

and 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 active discussions to, among other items, extend the maturity date.

Non-payment at maturity is a default under the

September 24 Notes;

however, the Company has received no notices of default from any Investors, nor has any Investor commenced enforcement

The Company reviewed the conversion

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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

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.

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

See Note 14 for further information.

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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 %.

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.

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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.

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.

White Lion Convertible Notes

On January 14, 2026, the Company entered

into a note purchase agreement with White Lion (the “White Lion Note Purchase Agreement”) providing for the issuance of unsecured

convertible promissory notes (the “White Lion Convertible Notes” or the “Initial Issuance”) and warrants (the

“White Lion 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.

The proceeds received in connection

with the Initial Issuance was allocated between the convertible notes and the White Lion Warrants based on their relative fair values.

The fair value of the White Lion Warrant was estimated at the debt issuance date using the Black Scholes option pricing model.

Lion Warrants were classified in Level 3 of the fair value hierarchy due to the use of unobservable inputs.

The key inputs into the

option pricing model were as follows at January 14, 2026:

Expected term (years)

Risk-Free Rate

On April 16, 2026, the Company and

White Lion consummated the second closing pursuant to the White Lion Note Purchase Agreement (“Second Closing”), and the Company

issued, and White Lion purchased, an additional White Lion Convertible Note with a face amount of $ 555,556 and an additional White Lion

Warrant to purchase up to 734,214 at an exercise price of approximately shares $ 0.6806 per share.

The convertible note and warrants issued

at the Second Closing contain provisions similar to those in the First White Lion Note and First White Lion Warrant, respectively, except

for the number of shares available for exercise and the exercise price.

At the Second Closing, the Company received cash proceeds of $ 500,000 ,

net of original issuance discount.

Term Loan Facility

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 approximately $ 5.0 million (the “Initial Loan Amount”) was funded at closing (the “PPL Loan”).

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.

The 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.

On April 23, 2026, the Initial Loan Amount was increased by an additional $ 2.5 million additional borrowing.

The Initial Loan Amount of $ 5.0 million

is included in Notes payable in the accompanying unaudited condensed consolidated balance sheet as of March 31, 2026, net of the remaining

unamortized debt discount of $ 392,993 .

Future principal payments on the PPL

Loan are as follows:

Future principal payments as of March 31, 2026

2026 – Remaining

7 - INVESTMENTS

The Company accounts for its private

company investments without readily determinable fair values under the cost method.

These investments, for which the Company is not able

to exercise significant influence over any one individual investee, 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 loss.

As of December

31, 2024, the Company performed the qualitative assessment for impairment of its investments.

Based on this qualitative assessment, impairment

indicators were present for one of its investments;

therefore, the company performed an analysis to estimate its fair value and recognized

an impairment loss of $ 216,278 .

As of September 30, 2025, there were no indicators of impairment.

These investments, which do not have

a stated contractual maturity date, were classified as Investments on the Company’s consolidated balance sheets.

Investments recorded using the

During the fourth quarter of 2025,

the Company determined that its cost method investments were fully impaired, resulting in an impairment loss of $ 235,877 .

31, 2026, the carrying value of these investments was zero .

No impairment losses were recognized during the three months ended March 31,

2026 and 2025.

Investments recorded at fair

For investments for which the Company

has elected the fair value option under ASC 825, the investments are measured at fair value on a recurring basis with changes in fair

value recognized in earnings.

During the three months ended March

31, 2026, the Company acquired a non-controlling equity interest in a privately held entity.

The Company does not have the ability to

exercise significant influence over the investee and accounts for the investment at fair value under ASC 825.

The initial carrying value

of approximately $ 0.3 million reflects management’s estimate of fair value at the acquisition date, which considers the transaction

price and other available information.

Subsequent changes in fair value are recognized in earnings in the period in which they occur.

As of March 31, 2026, the fair value of the investment is approximately $ 0.3 million.

The investment will be measured based

on unobservable inputs and, as such, is a level 3 asset in the fair value hierarchy.

As of March 31, 2026, the fair value of the investment

approximates the initial investment amount.

8 - STOCKHOLDERS’ EQUITY

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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”).

and (ii) restated its certificate of incorporation (“Restated Certificate of Incorporation”).

In connection with the Domestication,

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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 11 for further information regarding the Preferred

Stock issuance.

Holders of Common Stock are entitled

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matters submitted to the stockholders for their vote or approval.

Series A Convertible Preferred Stock

On March 30, 2026, the Company filed

a Certificate of Designation establishing its Series A Convertible Preferred Stock (the “Series A Preferred Stock”) and authorized

the issuance of up to 212,000 shares.

Each share of Series A Preferred Stock has a par value of $ 0.0001 and a stated value of $ 100 per

Conversion Rights

Each share of Series A Preferred Stock

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 .

Holders of Series A Preferred Stock

are entitled to receive dividends, when and if declared by the Company’s board of directors, on an as-converted basis with holders

of common stock.

The Series A Preferred Stock does not provide for a stated or fixed dividend rate.

Liquidation Preference

In the event of any liquidation, dissolution

or winding up of the Company, whether voluntary or involuntary, holders of Series A Preferred Stock are entitled to receive, prior and

in preference to any distribution to holders of common stock, an amount equal to $ 100 per share plus any accrued and unpaid dividends.

The Series A Preferred Stock ranks senior to the Company’s common stock with respect to liquidation rights.

Voting Rights

Holders of Series A Preferred Stock

vote together with the holders of common stock as a single class on all matters submitted to stockholders, with voting power determined

on an as-converted basis.

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

“Registration Rights Agreement”) with White Lion Capital, LLC (“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.

into a common stock purchase agreement, as amended by Amendment No.

1 dated June 2, 2025 and Amendment No.

2 dated January 14, 2026 (“ELOC

Purchase Agreement” or the “ELOC”) and related registration rights agreement (the “Registration Rights Agreement”)

with White Lion.

Pursuant to the ELOC 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.

The Company controls the timing and

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White Lion’s obligation to purchase shares is subject to certain conditions, including the daily trading volume of the Company’s

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

In all instances, the Company may not sell shares of Common Stock under the ELOC 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.

The Company did not draw on the ELOC

during the three months ended September 30, 2025, and received $ 836,766 in proceeds from draws on the ELOC during the nine months ended

September 30, 2025, and issued 358,000 shares of Common Stock, pursuant to the ELOC Program.

Through March 31, 2026, the Company

has received $ 836,766 in proceeds from draws on the ELOC and issued 358,000 shares of Common Stock, pursuant to the ELOC Program.

The Company agreed to issue to White

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The fair value of the Commitment Shares was $ 25,000 ,

which pursuant to ASC 815, was recorded in transaction costs in the condensed consolidated statement of operations and comprehensive income

(loss) during the nine months ended September 30, 2025.

The 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.

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.

The Company and the Common Stock Purchaser amended the Common Stock Purchase Agreement effective

of June 2, 2025 (the “ELOC Amendment”) to provide for (i) an extension of the time period to December 15, 2025 and (ii) an

increase the gross proceeds sold under the Common Stock Purchase Agreement to $ 1,250,000 .

If the Company fails to sell such amount of,

the number of additional Commitment Shares would be equal to $ 50,000 divided by the volume weighted average stock price of the Common

Stock 10 days prior to December 15, 2025.

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.

The Company 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 30, 2026.

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.

The 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.

August 2025 Public Offering

On 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 the NLabs 2025 Notes and associated interest.

The Company 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

On 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 date.

Included in the aggregate securities issued are 3,239,096 shares

of common stock and accompanying warrants that were issued to NLabs in consideration and satisfaction of a corresponding portion of the

NLabs 2025 Notes and associated interest.

The Company 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.

9 - STOCK INCENTIVE PLANS

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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

Upon adoption of the 2018 Plan, 4,900,000 shares of the Common Stock were reserved for the issuance of incentive awards.

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 Common Stock were reserved for the issuance of incentive

In January 2021, the 2018 Plan was amended to increase the total number of authorized shares reserved for issuance to 12,492,910 .

the Private Veea Plans, option awards were generally granted with an exercise price equal to the fair market value of the Company’s

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

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.

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

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

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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”),

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 September 30, 2025, the Company had 464,776 shares available for grant.

As of March 31, 2026, the Company had 3,714,269 shares available

On June 4, 2024, the stockholders of

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2024 Employee Stock Purchase Plan (the “ESPP”), which became effective upon the Closing.

aggregate of 1,070,603 shares of Common Stock has been reserved for issuance or transfer pursuant to rights granted under the ESPP (“Aggregate

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.

The ESPP provides eligible employees with an opportunity to purchase

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

The ESPP will be implemented through a series of offerings

of purchase rights to eligible employees.

Under the ESPP, the Company’s Board of Directors may specify offerings but generally provides

for a duration of 12 months.

The purchase price will be specified pursuant to the offering, but cannot, under the terms of the ESPP, be

less than 85 % of the lower of the fair market value per share of the Common Stock on either the offering date or on the purchase date.

As of September 30, 2025, there have not yet been any offering periods available to purchase Common Stock under the ESPP.

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.

The ESPP provides eligible employees with an

opportunity to purchase Common Stock from the Company at a discount through accumulated payroll deductions.

The ESPP will be implemented

through a series of offerings of purchase rights to eligible employees.

Under the ESPP, the Company’s Board of Directors may specify

offerings but generally provides for a duration of 12 months.

The purchase price will be specified pursuant to the offering, but cannot,

under the terms of the ESPP, be less than 85 % of the lower of the fair market value per share of the Common Stock on either the offering

date or on the purchase date.

As of March 31, 2026, there have not yet been any offering periods available to purchase Common Stock under

In connection with the Business Combination,

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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.

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

Stock options have a maximum term of ten years from the date of grant.

The 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 nine months ended September 30, 2025 and 2024, respectively, the weighted

The 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 three months ended March 31, 2026 and 2025, the weighted

average estimated fair value using the Black-Scholes option pricing model was $ 0.33 and $ 1.16 per option, respectively.

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the Plan was as follows:

Options Weighted-

of Options Weighted-

per Share Weighted-

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Granted 7,000 0.47 5.00

Exercised ( 15,006 ) -

Forfeited / Expired ( 74,266 ) 0.72 -

Outstanding at September 30, 2025 6,231,526 2.47 9.03

Exercisable at September 30, 2025 3,766,429 $ 3.64 8.45

Outstanding at March 31, 2026 6,149,261 2.50 5.57

Exercisable at March 31, 2026 4,142,987 $ 3.38 3.72

On 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 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

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The range of weighted average

assumptions used to calculate the fair value of the options granted during the nine months ended September 30, 2025, were as follows:

September 30,

assumptions used to calculate the fair value of the options granted during the three months ended March 31, 2026 were as follows:

March 31, 2026

Stock Price $ 0.47

Expected term (years) 5.09

Volatility 88.70 %

Risk-Free Rate 3.97 %

Stock compensation expense related

to the common stock options outstanding for the nine months ended September 30, 2025 and 2024, was $ 203,616 and $ 394,234 , respectively,

which is included in general and administrative expenses in the Company’s condensed consolidated statements of operations and comprehensive

income (loss).

Total unrecognized expense related to unvested options outstanding as of September 30, 2025, was $ 1,082,949 , which will

be recognized over a weighted average period of 3.9 years.

to the common stock options outstanding was $ 0.1 million for both of the three-month periods ended March 31, 2026 and 2025, included in

general and administrative expenses in the Company’s unaudited condensed consolidated statements of operations.

Total unrecognized

expense related to unvested options outstanding as of March 31, 2026, was $ 0.5 million, which will be recognized over a weighted average

period of 1.9 years.

Restricted Stock Units

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Unvested at December 31, 2025

Unvested at September 30, 2025

Unvested at March 31, 2026

Stock compensation expense related

to the RSUs for the nine months ended September 30, 2025 was $ 555,507 which is included in general and administrative expenses in the

Company’s condensed consolidated statements of operations and comprehensive loss.

There were no RSUs granted during the nine months

ended September 30, 2024.

Total unrecognized expense related to unvested RSUs as of September 30, 2025, was $ 550,820 which will be recognized

over a weighted average period of 0.58 years.

to the RSUs for the three months ended March 31, 2026 and 2025 was $ 0.2 million and zero , respectively, which is included in general

and administrative expenses in the Company’s unaudited condensed consolidated statements of operations and comprehensive income

Total unrecognized expense related to unvested RSUs as of March 31, 2026, was $ 0.1 million which will be recognized over a weighted

average period of 0.1 years.

10 - WARRANTS

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As 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 Warrants”).

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 Warrants”).

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 September 30, 2025, there were 6,384,326 Public Warrants and 5,256,218 SPAC Private Placement Warrants outstanding.

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.

The Public Warrants are exercisable

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such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of

The warrants will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation.

The warrants will expire five years after the completion of the Business Combination or earlier upon redemption

or liquidation.

The Company filed with the SEC a registration

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the unit solely for the shares of Common Stock underlying such Warrant.

Redemption of SPAC Warrants When the Price per Share of Common Stock

Equals or Exceeds $ 18.00

Once the SPAC Warrants become exercisable, the Company may redeem the

outstanding Warrants (except with respect to the SPAC Private Placement Warrants):

Redemption of SPAC Warrants When

the Price per Share of Common Stock Equals or Exceeds $ 18.00

Once the SPAC Warrants become exercisable,

the Company may redeem the outstanding Warrants (except with respect to the SPAC Private Placement Warrants):

in whole and not in part;

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● 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.

Redemption of SPAC Warrants When the Price per Share of Common Stock

Equals or Exceeds $ 10.00

Once the SPAC Warrants become exercisable, the Company may redeem the

outstanding SPAC Warrants:

Redemption of SPAC Warrants When

the Price per Share of Common Stock Equals or Exceeds $ 10.00

Once the SPAC Warrants become exercisable,

the Company may redeem the outstanding SPAC Warrants:

in whole and not in part;

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● 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.

● 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.

The SPAC Private Placement Warrants

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Subsequent changes in fair value are not recognized as long as the contracts continue to be classified

The 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 condensed consolidated statement of operations and comprehensive

income (loss) at each reporting period until they are exercised.

As of September 30, 2025, the SPAC Private Placement Warrants are presented

within warrant liabilities on the condensed consolidated balance sheet.

The 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 unaudited condensed 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 unaudited condensed consolidated balance sheet.

Private Veea Warrants

Upon the Closing of the Business Combination,

the Related Party Common Stock Warrants were exercised in whole, on a net basis, for 3,880,000 shares of common stock of Private Veea

at a conversion price of $ 0.01 per share for an aggregate purchase price of $ 38,800 .

A total of 21,798 shares of common stock were surrendered

in payment of the purchase price.

In connection with the Business Combination, Private Veea’s outstanding

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

As of September 30, 2025, there are 159,307 Exchanged Warrants outstanding.

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,

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.

2025 Investor Warrants

In 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

Each 2025 Investor Warrant entitles the holder to purchase one share of the Common Stock at an exercise price of $ 1.10 .

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.

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.

In 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.

Each 2025 Investor Warrant is exercisable,

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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.

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.

If the holder of 2025 Investor Warrants

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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.

The 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 condensed consolidated statement of operations and comprehensive income (loss) at each reporting

period until they are exercised.

As of September 30, 2025, the 2025 Investor Warrants are presented within warrant liability on the condensed

consolidated balance sheet.

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.

The 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 unaudited condensed 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 unaudited condensed consolidated balance sheet.

11 - RELATED PARTY TRANSACTIONS

2 unchanged sentences

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 September 30, 2025, 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.

outstanding capital stock at December 31, 2025, 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 31, 2026.

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

The Company recognized rent expense of approximately $ 0.1 million for each of the three month periods ended March 31, 2026 and 2025, which

was classified as general and administrative expenses in the Company’s unaudited condensed consolidated statements of operations

and comprehensive income (loss).

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

sheets was $ 1,958,400 as of December 31, 2025.

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

See Note 18 for further information regarding the Preferred Stock issuance.

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 LLC is the Salmasi 2004 Trust.

At March 31, 2026, the Salmasi 2004 Trust held approximately 6 % 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

1 unchanged sentence

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

Company recognized rent expense of $ 61,200 and $ 183,600 for each of the three and nine months ended September 30, 2025 and 2024, respectively,

which was classified as general and administrative expenses in the Company’s condensed consolidated statements of operations and

comprehensive income (loss).

Accrued and unpaid rent expense included in the Company’s condensed consolidated balance sheets was

$ 1,897,200 as of September 30, 2025 and $ 1,713,600 as of December 31, 2024.

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 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 December

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

The Company recognized rent expense of $ 72,000 and $ 532,800 for each

of the three and nine months ended September 30, 2025 and 2024, respectively, which is classified as general and administrative expenses

in the Company’s condensed consolidated statements of operations and comprehensive income (loss).

Accrued and unpaid rent expense

included in the Company’s condensed consolidated balance sheets was $ 2,160,000 and $ 1,944,000 as of September 30, 2025 and December

31, 2024, respectively.

Company recognized rent expense of approximately $ 0.1 million for each of the three month periods ended March 31, 2026 and 2025, which

is classified as general and administrative expenses in the Company’s unaudited condensed consolidated statements of operations

and comprehensive income (loss).

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

sheets was $ 2,232,000 as of December 31, 2025.

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 Convertible Preferred stock.

Related Party Debt

At the Closing of the Business Combination,

promissory notes evidencing loans made by NLabs to the Company from 2021 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

See Note 4 for further information regarding the conversion of the Related Party Notes.

During the nine months ended September

30, 2025, NLabs made loans to the Company in the aggregate principal amount of $ 3,176,000 (the “NLabs 2025 Notes”).

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

the outstanding NLabs 2025 Notes, plus accrued interest, in the 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

In October and November 2025, NLabs

made additional loans to the Company in the aggregate principal amount of $ 130,000 pursuant to certain promissory notes.

Interest on the

NLabs 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.

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

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 168,764 shares of the Company’s

newly designated Series A Preferred Stock.

In connection with the conversion transaction, the remaining outstanding NLabs Note were amended

to adjust the face amount of each such note to give effect to an additional discount of 13.04 % 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.

Further, on March 30, 2026, the Company

entered into separate conversion agreements with each of NLabs and 83 rd Street pursuant to which $ 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 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 Stock.

12 - COMMITMENTS AND CONTINGENCIES

1 unchanged sentence

Manufacturers and Suppliers

As of September 30, 2025, the Company

As of December 31, 2025, the Company

had no unconditional purchase obligations for the purchase of goods or services from suppliers and contract manufacturers.

3 unchanged sentences

Unconditional purchase

obligations exclude agreements that are cancellable without penalty.

obligations exclude agreements that are cancelable without penalty.

The Company leases office space in

32 unchanged sentences

mutually agreed to be deferred to periods after the Closing.

As of September 30, 2025, the amount of the deferred fees totaled $ 2,257,457 ,

recorded in deferred payables, current in the condensed consolidated balance sheet.

As of both March 31, 2026 and December 31, 2025, the amount of the deferred

fees totaled approximately $ 2.3 million, recorded in deferred payables, current in the unaudited condensed consolidated balance sheet.

13 - FAIR VALUE MEASUREMENTS

Recurring Fair Value Measurements

The following table presents fair value information as of September

30, 2025 and December 31, 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.

nine months ended September 30, 2025, there were no transfers amongst level 1, 2, and 3 values during the period.

September 30, 2025

The following table presents fair value

information as of March 31, 2026 and December 31, 2025 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 three months ended March 31, 2026 and 2025, there were no transfers amongst level 1, 2, and 3.

March 31, 2026

SPAC Private Placement Warrant liability

4 unchanged sentences

SPAC Private Placement Warrant liability

2025 Investor Warrant liability

Convertible note option liability

12 unchanged sentences

fair value of the 2025 Investor Warrants liability as of August 14, 2025, the date of the August 2025 Public Offering.

As of September

As of December

31, 2025, the fair value was remeasured using an option pricing model.

4 unchanged sentences

The key inputs into the option pricing

model were as follows at August 14, 2025 initial value, and at September 30, 2025:

September 30,

August 14, 2025

Expected term (years)

Risk-Free Rate

September 30,

Balance, beginning of period

Initial value, August 14, 2025

Change in fair value

Balance, end of period

Convertible Note Option

The 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.

of September 30, 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.

The conversion feature of the Convertible

Promissory Notes is measured at fair value using a Monte Carlo model that fair values the conversion option.

The convertible note option liability

was classified within Level 3 of the fair value hierarchy due to the use of unobservable inputs.

The key inputs into the option pricing

model for the convertible note option liability were as follows:

September 30,

model were as follows at August 14, 2025 initial value, and at March 31, 2026 and December 31, 2025:

December 31, 2025

Stock Price $ 1.83 $ 3.81

Expected term (years)

Volatility 75.0 % 75.0 %

Risk-Free Rate

Interest rate 6.24 % 6.49 %

September 30,

The following table presents the changes

in fair value of the 2025 Investor Warrant liability for the three months ended March 31, 2026:

Balance, beginning of period, December 31, 2025

Change in fair value

Balance, end of period

Balance, end of period, March 31, 2026

Earn-out Share Liability

1 unchanged sentence

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.

value of the contingent Earn-out Share Liability of $ 53.6 million was recorded as a transaction cost within operating expenses.

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.

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

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 as follows:

Expected term (years)

Risk-Free Rate

The following table presents the changes

in fair value of the Earn-Out Share Liability:

September 30,

in fair value of the Earn-Out Share Liability for the three months ended March 31, 2026:

Balance, beginning of period, December 31, 2025

Change in fair value

Balance, end of period

The key inputs for the Earn-out Share

Liability were as follows:

September 30,

Expected term (years)

Risk-Free Rate

Balance, end of period, March 31, 2026

14 - EARNINGS PER SHARE

The computation of basic and dilutive

net loss per share attributable to common stockholders for the nine months ended September 30, 2025 and 2024, are as follows:

net loss per share attributable to common stockholders for the three months ended March 31, 2026 and 2025, are as follows:

Three Months Ended

September 30,

Nine Months Ended

September 30,

Net income (loss) attributable to common shareholders

$ ( 4,673,046 )

$ ( 1,736,512 )

$ ( 46,620,619 )

Weighted-average common shares outstanding

2 unchanged sentences

( 4,673,046 )

( 1,736,512 )

( 46,620,619 )

Weighted-average common stock outstanding

Stock options, RSUs, warrants, Earn-Out Liability, and convertible notes outstanding to purchase shares of common stock

Stock options, warrants, Earn-Out Liability, and convertible notes outstanding to purchase shares of common stock

Total common and common equivalent shares outstanding

1 unchanged sentence

The weighted average potential shares

of common stock that were excluded from the calculation of net income (loss) per share-diluted for the periods presented because including

them would have been anti-dilutive consisted of the following:

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:

Three Months Ended

September 30,

Nine Months Ended

September 30,

Stock options outstanding to purchase shares of common stock and RSUs

4 unchanged sentences

Convertible Notes

White Lion Warrants

NLabs Warrants

The weighted average potential shares

of common stock that were excluded from the calculation of net income (loss) per share-diluted because the performance or market conditions

associated with these awards were not met are as follows for the periods presented:

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:

Three Months Ended

September 30,

Nine Months Ended

September 30,

Earn-Out Liability

10 unchanged sentences

All matching contributions vest immediately.

The Company’s matching

contributions to the Plan for the nine months ended September 30, 2025 and 2024, totaled $ 73,899 and $ 116,879 , respectively.

$ 237,997 is reflected in accrued expenses in the condensed consolidated balance sheet for matching contributions accrued but not yet paid.

The Company’s

matching contributions to the Plan for the three months ended March 31, 2026 and 2025, totaled approximately $ 36,178 and $ 109,714 , respectively.

A total of approximately $ 309,991 and $ 270,781 is reflected in accrued expenses in the accompanying unaudited condensed consolidated

balance sheet as of March 31, 2026 and December 31, 2025, respectively, for matching contributions accrued but not yet paid.

16 - SUBSEQUENT EVENTS

The Company evaluated subsequent events

from September 30, 2025, 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 nine months ended September 30,

The Company concluded that no events have occurred that would require recognition or disclosure in the financial statements.

from March 31, 2026, the date of these unaudited condensed consolidated financial statements, through the date on which the financial

statements were issued (the “Issuance Date”), for events requiring recording or disclosure in the unaudited condensed consolidated

financial statements.

The Company concluded that no events have occurred that would require recognition or disclosure in the financial

statements, except those already described in the notes to the unaudited condensed consolidated financial statements.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements