Dilution profile // every instrument, one screen, from SEC filings

VEEA INC. (VEEAW)

CIK 1840317 · all EDGAR filings →

Overall dilution risk
HIGHworst of 4 computed signals (offering ability)
= the worst band among the computed sub-ratings, no hidden weighting
Offering ability
HIGH$82.3M registered
= total registered offering amount from the fee exhibits of live registrations (bands: $1M / $20M)
one or more live registrations had no structured fee data, so the true total is AT LEAST this
Overhead supply
LOWwarrants = 8% of O/S
= warrant shares outstanding divided by current shares outstanding (bands: 20% / 50%)
warrants only; converts, ATMs and equity lines are not in free structured data, so the true overhead is AT LEAST this
Historical dilution
MEDIUM+74% O/S in 3y
= share count now vs 3 years ago (bands: 30% / 100%); a reverse split pushes this negative
Cash need
HIGH~1.3 months of runway
= cash vs trailing operating burn (bands: 6mo / 24mo; positive operating CF = low)
the company itself flagged going-concern doubt

Same rating bands the category standard uses, but free, with the formula on the chip and the gaps in the data said out loud.

Shares outstanding over time

2024-11-182026-08-10

Latest: 62.2M shares as of Aug 10, 2026 (10-Q).

Cash runway

Going-concern warning

auditor flagged substantial doubt

The company itself flagged going-concern doubt in a filing.

Full breakdown: cash runway tool · source filing →

Warrants

TrancheWarrantsExercise priceTermNotes
August2025 Public Offering Warrants9.2M$15y
Private Placement Warrants5.3M$11.5
Private Veea3.9M$0.05
Warrant159,307$0.01
Public Warrantnot tagged$11.55y
Twenty Twenty Five Investor Warrantsnot tagged$1.15y

Tranches exactly as the company dimensioned them in its 10-Q filed Aug 12, 2026. Groupings can overlap (a “Series E and F” row is not additive with a “Series E” row), so do not sum this column. A tranche the filer did not tag is absent here, not absent from the cap table. DOWN-ROUND = the filer tagged price-protection accounting scoped to that tranche.

Warrants outstanding: 5.3M underlying shares, as reported Sep 30, 2025 (10-Q).

Reported exercise price: $11.5 (aggregate figure as tagged; individual tranches vary).

Balance-sheet fair value of warrants: $1.2M as of Jun 30, 2026.

Rough fully diluted estimate: 67.5M = 62.2M O/S + 5.3M warrant shares. An estimate, not a filing figure: it ignores converts, options and RSUs, and the two inputs carry different as-of dates.

Convertible notes

NotePrincipalCarryingConv. priceRateIf converted
September Two Thousand Twenty Four Notes$15.0M$7.52%~2.0M sh
Convertible Notes Payable Netnot tagged$2.2Mnot tagged
White Lion Convertible Notes$555,556$0.755%~740,741 sh
Crowdkeep Investornot tagged$5
Crowdkeep Convertible Notenot tagged$7.5

If every note above converted at its tagged price: ~2.7M new shares on 62.2M currently outstanding. An estimate from principal ÷ conversion price, with inputs carrying different as-of dates; make-whole adjustments, capped calls and partial repurchases are not modeled.

Notes exactly as the company dimensioned them in its 10-Q filed Aug 12, 2026. Principal is face amount as tagged, not what remains after repurchases unless the filer updated the tag. A note the filer did not dimension is absent here, not absent from the balance sheet; the exhibits stay the ground truth.

Fully diluted build-up

Shares outstanding plus every potential-share instrument the filer tagged in XBRL, each at its own as-of date. An estimate assembled from filed figures, not a filing figure itself.

Shares outstanding62.2MAug 10, 2026
+ August2025 Public Offering Warrants (if exercised)9.2MAug 14, 2025
+ Private Placement Warrants (if exercised)5.3MDec 31, 2025
+ Private Veea (if exercised)3.9MJun 30, 2026
+ Warrant (if exercised)159,307Jun 30, 2026
+ September Two Thousand Twenty Four Notes (if fully converted)2.0MDec 31, 2024
+ White Lion Convertible Notes (if fully converted)740,741Apr 16, 2026
Fully diluted estimate83.4M+34.1% vs O/S

Still excluded, because the filer does not tag them in countable form: employee options and RSUs, any instrument living only in exhibit prose, and instruments above missing a share count. Inputs carry different as-of dates, shown per row. Each figure traces to the tranche and note tables above and their cited filings.

Registrations and offerings

Registered offering capacity on live registrations: $82.3Mfrom the structured fee exhibits; registered is not remaining, takedowns are not subtracted

S-3Jun 26, 2026$75.0M registeredfiling →
S-1Feb 17, 2026$7.3M registeredfiling →
S-1Jul 23, 2025no structured fee exhibit in this filing (predates fee-data XBRL or fee deferred)filing →

Last 12 months: 5 executed · 4 registered.

EFFECTIVEJul 1, 2026SEC declared a registration effective — selling can beginEFFECT
EXECUTEDJun 26, 2026Unregistered share sale disclosed (8-K item 3.02)8-K
REGISTEREDJun 26, 2026S-3 registration — capacity to sell shares, not a sale yetS-3
EXECUTEDJun 11, 2026Unregistered share sale disclosed (8-K item 3.02)8-K
EFFECTIVEMay 12, 2026SEC declared a registration effective — selling can beginEFFECT
EFFECTIVEMay 12, 2026SEC declared a registration effective — selling can beginEFFECT
EFFECTIVEMay 12, 2026SEC declared a registration effective — selling can beginEFFECT
REGISTEREDMay 8, 2026S-1/A registration — capacity to sell shares, not a sale yetS-1/A
EXECUTEDApr 2, 2026Unregistered share sale disclosed (8-K item 3.02)8-K
REGISTEREDFeb 17, 2026S-1 registration — capacity to sell shares, not a sale yetS-1
EXECUTEDJan 20, 2026Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDAug 14, 2025Final prospectus — offering priced (typical for IPOs and marketed share deals)424B4

Full history and shelf status: offering checker · S-3 shelf checker

Source: SEC EDGAR XBRL company facts and filing metadata, fetched live and cached briefly. Share counts are cover-page figures with their form named. Warrant tranches and convertible notes come from the dimensioned facts in the latest 10-Q/10-K instance document, exactly as the company tagged them; untagged tranches and notes are absent, not disproven. Nothing on this page is manually verified and nothing is behind a login: what free data supports is shown, what it cannot support is stated. Not investment advice.

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