VEEA INC

As filed with the Securities and Exchange Commission on December 6, 2024

Registration No. 333-

**UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

**FORMS-1

REGISTRATION STATEMENT

*UNDER

THE SECURITIES ACT OF 1933*

**VEEA INC.

**(Exact name of registrant as specified in its charter)

164 E. 83rd Street

New York, NY 10028

(212) 535-6050

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

**Allen Salmasi, Chief Executive Officer

164 E. 83rd Street

New York, NY 10028

(212) 535-6050

(Name, address, including zip code, and telephone number, including area code, of agent for service)

***Copies to:

*Stuart Neuhauser, Esq.

Jonathan Deblinger, Esq.

Ellenoff Grossman & Schole LLP

1345 6 th Ave

New York, NY 10105

Tel: (212) 370-1300

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.☐

Rule 429 Statement

Pursuant to Rule 429 under the Securities Act, the prospectus contained in this Registration Statement on Form S-1 (referred to herein as the Registration Statement) will be used as a combined prospectus in connection with this Registration Statement and the registrant’s Registration Statement on Form S-4 (File No. 333-276411), that was originally declared effective by the Securities and Exchange Commission on May 13, 2024 (as amended, the “Prior Registration Statement”). Accordingly, this Registration Statement also constitutes Post-Effective Amendment No. 1 on Form S-4 to the Prior Registration Statement. Such Post-Effective Amendment will become effective concurrently with the effectiveness of this Registration Statement in accordance with Section 8(c) of the Securities Act.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

**Subject to Completion

Preliminary Prospectus dated December 6, 2024.

Veea Inc.

**5,256,218 Shares of Common Stock Underlying Warrants

(For Issuance)

30,056,861 Shares of Common Stock(For Resale)**

This prospectus relates to the issuance by us of 5,256,218 shares of Common Stock issuable upon the exercise of 5,256,218 warrants at an exercise price of $11.50 per warrant (the “Private Placement Warrants”), that were originally issued by Plum in a private placement at a price of $1.50 per warrant.

This prospectus also relates to the resale from time to time by the selling securityholders (including their transferees, donees, pledgees and other successors-in-interest) named in this prospectus (the “selling securityholders”) of up to 30,056,861 shares of Common Stock, which includes:

The selling securityholders can sell, under this prospectus, up to 30,056,861 shares of our Common Stock, which constitutes approximately 84.0% of the number of shares of Common Stock outstanding as of December 6, 2024. Sales of a substantial number of our shares of Common Stock in the public market by the selling securityholders and/or by our other existing securityholders, or the perception that those sales might occur, could increase the volatility of and cause a significant decline in the market price of our securities and could impair our ability to raise capital through the sale of additional equity securities. See “-Sales of a substantial number of our securities in the public market by the selling securityholders and/or by our existing securityholders could cause the price of our shares of Common Stock and Warrants to fall.”

All the securities offered in this prospectus by the selling securityholders may be resold for so long as the registration statement, of which this prospectus forms a part, is available for use. The sale of all or a portion of the securities being offered in this prospectus could result in a significant decline in the public trading price of our securities. Despite such a decline in the public trading price, some of the selling securityholders may still experience a positive rate of return on the securities they purchased due to the price at which such selling securityholder initially purchased the securities.

We are registering the securities for resale pursuant to the selling securityholders’ registration rights under certain agreements between us, on the one hand, and the selling securityholders, on the other hand, subject to certain exceptions. Our registration of the securities covered by this prospectus does not mean that the selling securityholders will offer or sell any of the securities registered for resale.

We will receive the proceeds from any exercise of the Private Placement Warrants for cash, but not from the net share exercise of any Private Placement Warrants on a cashless basis or from the resale of any shares of Common Stock by the selling securityholders pursuant to this prospectus or the sale of the shares of Common Stock issuable upon the exercise of the Private Placement Warrants. Each Warrant entitles the holder thereof to purchase one share of Common Stock at an exercise price of $11.50 per Warrant. The Private Placement Warrants are exercisable on a cashless basis under certain circumstances specified in the warrant agreement governing those securities. To the extent that any Private Placement Warrants are exercised on a cashless basis, the aggregate amount of cash we would receive from the exercise of the Private Placement Warrants will decrease.

We will bear all costs, expenses, and fees in connection with the registration of the shares of Common Stock. The selling securityholders may offer, sell or distribute all or a portion of their shares of Common Stock publicly or through private transactions at prevailing market prices or at negotiated prices. The selling securityholders will bear all commissions and discounts, if any, attributable to their respective sales of the shares of Common Stock. We provide more information about how the selling securityholders may sell the shares of Common Stock in the section titled “Plan of Distribution.” Our shares of Common Stock and public warrants are listed on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbols “VEEA” and “VEEAW” respectively. On December 5, 2024, the closing price of our Common Stock was $2.42 per share and the closing price for our Warrants was $0.12 per warrant.

We are an “emerging growth company” and a “smaller reporting company” under the federal securities laws and will be subject to reduced disclosure and public reporting requirements. See “Summary - Emerging Growth Company”and“Summary - Smaller Reporting Company.”

Investing in shares of our securities involves risks that are described in the “Risk Factors” section beginning on page 6 of this prospectus.

Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the securities to be issued under this prospectus or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is December 6, 2024.

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