VEEA INC.

As filed with the U.S. Securities and Exchange Commission on February 17, 2026.

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.☐

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 preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

Up to 15,306,748 Shares of Common Stock

This prospectus relates to the offer and sale from time to time by the Selling Stockholders (the “Selling Stockholders”) of up to an aggregate of 15,306,748 shares of common stock of Veea Inc. (“we,” “us,” “our,” the “Company,” or “Veea”), par value $0.0001 per share (the “common stock” and such shares being registered herewith, the “Resale Securities”), consisting of: (i) up to an aggregate of 15,000,000 shares of common stock which may be issued to White Lion Capital, LLC (“White Lion”), consisting of (A) up to 10,000,000 shares of common stock upon conversion of certain convertible promissory notes in an aggregate funded amount of up to $2,500,000 issued by the Company to White Lion on January 14, 2026 pursuant to a Note Purchase Agreement dated January 14, 2026 (the “White Lion Note Purchase Agreement”) and (B) up to 5,000,000 shares of common stock upon exercise of an outstanding warrant issued to White Lion by the Company on January 14, 2026 and such similar warrants to be issued to White Lion by the Company pursuant to the White Lion Note Purchase Agreement (such warrants, the “Noteholder Warrant”) from time to time; and (ii) 306,748 shares of common stock issued to a service provider identified in the “Selling Stockholders” section for services to the Company.

The Selling Stockholders and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of the shares of common stock issuable to the Selling Stockholders on the principal trading market or any other stock exchange, market or trading facility on which the securities are traded or in private transactions. These sales may be at fixed or negotiated prices. See “Plan of Distribution” in this prospectus for more information. We will not receive any proceeds from the resale or other disposition of the shares of common stock by the Selling Stockholders. However, we will receive the proceeds of any cash exercise of the Noteholder Warrants. See “Use of Proceeds” and “Plan of Distribution” of this prospectus for more information. 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 February 13, 2026, the closing price of our common stock was $0.46 per share and the closing price for our public warrants was $0.09 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 9 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 [ ], 2026.

Table of Contents

i