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VEEA INC.

For the period ended Jun 30, 2026. Filed Aug 12, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2026 · Filed Aug 12, 2026

VEEA$4.89+8.9%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-03-31; filed 2026-05-15.

0001213900-26-057059

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-06-30; filed 2026-08-12.

0001213900-26-087946

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 66 previous paragraphs and 72 current paragraphs.

50 unchanged; 13 reworded; 8 added; 3 removed; 0 previous and 1 current paragraphs rearranged.

Tables are not compared: 17 previous and 18 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (8)

Current report

VeeaWare is the full-stack edge-to-cloud software platform of VeeaONE networks. Its middleware is made portable to run on a variety of devices such as X86- and Arm-based Linux servers, with or without accelerated compute (e.g., GPUs, NPUs, TPUs and DPUs), the NVIDIA Jetson family of devices and a variety of third-party routers, gateways and hubs. It also extends its Wi-Fi mesh across a number of third-party Wi-Fi access points (“APs”). Moreover, VeeaCloud delivers functionality similar to the backend cloud platforms of iOS and Android, but serves multi-user environments at the edge with devices, cameras, sensors and machines (e.g., robots, drones, trucks and tractors) over hyperconverged Edge AI-capable private network(s) at one or many locations. This capability delivers VeeaCloud-managed heterogeneous private networks, with any combination of hundreds of VeeaWare-compatible third-party devices with or without VeeaHub products, with orchestration that can scale to thousands of connected systems of intelligence.

Current report

Veea was formed based on management’s strong belief that true intelligence applicable to the edge use cases emerges from networks with real-world data and compute, and not the other way around. Everything in nature, including the formation of human societies, demonstrates that intelligence does not reside in a single node. It emerges when distributed “agents” (i.e., humans, elephants, zebras, ants, bees, mycelium, bacteria and viruses) exchange information, adapt, and coordinate toward shared outcomes. It is now becoming amply clear that advanced intelligence, accelerated by “manufactured” frontier AI models, is rapidly becoming abundant and widely available on an open-source basis, especially as they apply to the edge use cases supported by the Company. This has been evidenced recently by models such as (i) the open-source model released by NVIDIA, Nemotron 3 Ultra, a 550-billion-parameter open-weight frontier model optimized for advanced planning, code execution, and long-running AI agents providing for expert models and delivering high-speed inference, with up to a one million token context window, and (ii) the Kimi K3 open-source AI model, which matches the benchmark scores of Anthropic’s most advanced frontier model.

Current report

For AI models, especially for Physical AI at the edge, context is everything. With cameras, sensors and networked computing at the edge, VeeaONE can continuously deliver the ever-changing context for most use cases, which provides for fine-tuning of the models. Veea management believes that its leading end-to-end edge platform will facilitate the transition of AI creation from specialized teams to ordinary individuals and businesses with just simple prompts and Agentic AI. VeeaONE network capabilities support the migration of frontier-level capabilities from AI factories onto edge devices (e.g., gateways, hubs, servers, etc.), vehicles, robots, and others with Agentic AI Mixture of Experts (MoEs) at the edge. This will enable Edge AI models to become personalized for individuals and businesses with recursive self-improvement, ultimately, offering recommendations and predictions that can influence, or effectively make, economic, corporate, medical, and personal decisions. As an example of this type of Agentic AI adaptation at the edge, Mercedes-Benz has incorporated a Liquid AI agentic model that is only 600 MB in size and that, without relying on cloud services at all times, highly personalizes the car’s environment for its driver and passengers with recursive self-improvement.

Current report

With VeeaONE, instead of managing networks, organizations manage intelligent business processes and locations. Instead of deploying point products, VeeaONE offers a VeeaCloud-managed platform that is expandable and scalable both horizontally and vertically at one or across thousands of sites. It continuously senses, collects data and creates a data flywheel, as a self-improving feedback loop for real-time fine-tuning of AI models deployed at the edge so they can adjust to new tasks and changing user needs.

Current report

Sales and marketing expense increased approximately $0.1 million from approximately $41,000 for the three months ended June 30, 2025 to approximately $0.1 million for the three months ended June 30, 2026. Sales and marketing expense decreased approximately $0.2 million from approximately $0.4 million for the six months ended June 30, 2025 to approximately $0.2 million for the six months ended June 30, 2026. The changes are primarily due to the timing of customer pilots.

Current report

General and administrative expense increased approximately $2.0 million from approximately $4.8 million for the three months ended June 30, 2025 to approximately $6.8 million for the three months ended June 30, 2026. General and administrative expense increased approximately $1.6 million from approximately $10.0 million for the six months ended June 30, 2025 to approximately $11.6 million for the six months ended June 30, 2026. The increases are primarily related to the Company’s increased accounting and legal expenses related to meeting the Nasdaq listing requirements and the cost of executing the measures to cure such deficiencies.

Current report

Interest expense increased approximately $0.2 million from approximately $0.4 million for the three months ended June 30, 2025 to approximately $0.6 million for the three months ended June 30, 2026. Interest expense increased insignificantly from approximately $1.4 million for the six months ended June 30, 2025 to approximately $1.4 million for the six months ended June 30, 2026. The increase during the three and six months ended June 30, 2026 as compared to the three and six months ended June 30, 2025 is due to draws on the credit facility of Pasadena Private Lending Inc. during the six month period ended June 30, 2026.
Removed paragraphs (3)

Previous report

Sales and marketing expense decreased approximately $0.3 million from approximately $0.3 million for the three months ended March 31, 2025 to approximately $42 thousand for the three months ended March 31, 2026. The decrease is primarily due to a reduction in unpaid customer pilots.

Previous report

General and administrative expense decreased approximately $0.3 million from approximately $5.1 million for the three months ended March 31, 2025 to approximately $4.8 million for the three months ended March 31, 2026. The decrease is for the quarter is primarily related to the Company’s cost reduction measures.

Previous report

Interest expense decreased approximately $0.1 million from approximately $0.9 million for the three months ended March 31, 2025 to approximately $0.8 million for the three months ended March 31, 2026. This decrease is due to the extinguishment of the Company’s line of credit in January of 2026 with the borrowing of related party convertible notes under more favorable terms.
Reworded paragraphs (13)

Previous wording

We are dedicated to simplifying the journey towards creating a world in which virtually everyone and everything is intelligently connected, while bringing applications and AI to the edge of the network. Most service providers, equipment suppliers, system integrators and even hyperscalers have adopted or advocated for similar solutions to various degrees either independently or in collaboration with the Company. However, to our knowledge, we are onf of the first to market with patented technologies that a) bring virtualized data center capabilities to the far edge of the network, commonly referred to as the Device Edge, where all wired and wireless devices connect to the network, b) spawns hyperconvergence of computing, multiaccess communications and storage, c) provides for Cloud-managed applications at the Edge, d) enables machine learning with AI training, inferencing, and agentic AI at the Edge including AI-driven cybersecurity for heterogenous networks. Such networks are given rise through any combination of our developed devices and third-party devices, with CPUs, GPUs, TPUs, DPUs and/or NPUs, that run the VeeaONE platform software stack.

Current wording

We are dedicated to simplifying the journey towards creating a world in which virtually everyone and everything is intelligently connected, while bringing applications and AI to the edge of the network. Most service providers, equipment suppliers, system integrators and even hyperscalers have adopted or advocated for similar solutions to various degrees either independently or in collaboration with the Company. However, to our knowledge, we are one of the first to market with patented technologies that a) bring virtualized data center capabilities to the far edge of the network, commonly referred to as the Device Edge, where all wired and wireless devices connect to the network, b) spawns hyperconvergence of computing, multiaccess communications and storage, c) provides for Cloud-managed applications at the Edge, d) enables machine learning with AI training, inferencing, and agentic AI at the Edge including AI-driven cybersecurity for heterogenous networks. Such networks are given rise through any combination of our developed devices and third-party devices, with CPUs, GPUs, TPUs, DPUs and/or NPUs, that run the VeeaONE platform software stack.

Previous wording

For the three months ended March 31, 2026 compared to three months ended March 31, 2025

Current wording

For the three and six months ended June 30, 2026 compared to three and six months ended June 30, 2025

Previous wording

The following table sets forth Veea’s unaudited condensed consolidated statements of operations data for the three months ended March 31, 2026 and 2025, respectively. Veea has prepared the three month data on a consistent basis with the audited consolidated financial statements as of and for the years ended December 31, 2025 and 2024, included in the 2025 10-K. In the opinion of Veea’s management, the unaudited three month financial information reflects all necessary adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of this data.

Current wording

The following table sets forth Veea’s unaudited condensed consolidated statements of operations data for the three and six months ended June 30, 2026 and 2025, respectively. Veea has prepared the three month data on a consistent basis with the audited consolidated financial statements as of and for the years ended December 31, 2025 and 2024, included in the 2025 10-K. In the opinion of Veea’s management, the unaudited three month financial information reflects all necessary adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of this data.

Previous wording

The Company generated revenue of approximately $0.2 million and approximately $14,000 for the three months ended March 31, 2026 and 2025, respectively. Revenue has been principally earned from paid pilots for our VeeaHub® devices.

Current wording

The Company generated revenue of approximately $0.2 million and approximately $0.1 million for the three months ended June 30, 2026 and 2025, respectively. The Company generated revenue of approximately $0.4 million and approximately $0.1 million for the six months ended June 30, 2026 and 2025, respectively. Revenue has been principally earned from paid pilots for our VeeaHub® devices.

Previous wording

Cost of goods sold remained materially consistent for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025. Given the lack of material revenues, management would not expect a significant fluctuation in cost of goods sold.

Current wording

Cost of goods sold remained materially consistent for the three and six months ended June 30, 2026 as compared to the three and six months ended June 30, 2025. Given the lack of material revenues, management would not expect a significant fluctuation in cost of goods sold.

Previous wording

Product development expense decreased approximately $0.1 million from approximately $0.2 million for the three months ended March 31, 2025 to approximately $0.1 million for the three months ended March 31, 2026. The decrease in product development expenses was due to decreased internal development costs during the period.

Current wording

Product development expense increased approximately $41,000 for the three months ended June 30, 2026 compared to the three months ended June 30, 2025 and increased approximately $72,000 for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 The increase in product development expenses was due to increased internal development costs during the period.

Previous wording

Transaction costs were immaterial for both the three months ended March 31, 2026 and 2025.

Current wording

Transaction costs were immaterial for both the three and six months ended June 30, 2026 and 2025.

Previous wording

Depreciation and amortization increased approximately $0.1 million from $0.1 million for the three months ended March 31, 2025 to approximately $0.2 million for the three months ended March 31, 2026. This increase is due to additional amortization for the technology assets acquired from Crowdkeep, Inc. in May 2025.

Current wording

Depreciation and amortization increased approximately $0.1 million from $0.1 million for the three months ended June 30, 2025 to approximately $0.2 million for the three months ended June 30, 2026. This increase is due to additional amortization for the technology assets acquired from Crowdkeep, Inc. in May 2025, as well as additional acquisitions of patents during the reporting periods thereafter.

Previous wording

Other income, net increased approximately $0.2 million for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025. This increase is primarily due to the settlement of a vendor payable, resulting in a gain on the extinguishment of the liability.

Current wording

Other income, net increased approximately $0.5 million for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025 and $0.8 million for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025. This increase is primarily due to the settlement of a vendor payable, resulting in a gain on the extinguishment of the liability.

Previous wording

Change in fair value of derivative liabilities is comprised of the fair value adjustments to the convertible note option liability, SPAC Private Placement Warrants, the Earn-Out Share Liability, and the 2025 Investors Warrants at balance sheet date. The change in the fair value of conversion note option liability for the three months ended March 31, 2026, was determined using a Black-Scholes option pricing model, which yielded no change to the liability. The change in the fair value of the SPAC Private Placement Warrants was determined based on the trading value of the public warrants and the Black-Scholes option pricing model, which a gain of approximately $0.5 million. The gain on the change in the fair value of the Earn-Out Share Liability of approximately $0.6 million for the three months ended March 31, 2026 was determined using a Monte Carlo simulation of 100,000 simulations. A significant driver of the changes in fair value was due to the decline in the Company’s stock price.

Current wording

Change in fair value of derivative liabilities is comprised of the fair value adjustments to the convertible note option liability, SPAC Private Placement Warrants, the Earn-Out Share Liability, and the 2025 Investors Warrants at balance sheet date. The change in the fair value of conversion note option liability for the six months ended June 30, 2026, was determined using a Black-Scholes option pricing model, which yielded no change to the liability. The change in the fair value of the SPAC Private Placement Warrants and 2025 Investor Warrants was determined based on the trading value of the public warrants and the Black-Scholes option pricing model, respectively, which yielded a gain of approximately $1.9 million and a loss of $0.3 million for the three months ended June 30, 2026 and 2025, respectively. The change in the fair value of the SPAC Private Placement Warrants and 2025 Investor Warrants yielded a gain of $2.4 million and $0.1 million for the six months ended June 30, 2026 and 2025, respectively.

Previous wording

Other expenses relate to immaterial non-operating expenses incurred during the period. These amounts were immaterial for the three months ended March 31, 2026 and 2025.

Current wording

Other expenses relate to immaterial non-operating expenses incurred during the period. These amounts were immaterial for the three and six months ended June 30, 2026 and 2025.

Previous wording

During the three months ended March 31, 2026 the Company incurred a net loss of approximately $4.6 million 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 those unsecured convertible promissory notes issued by the Company and Private Veea to certain unaffiliated accredited investors pursuant to certain note purchase agreements entered into with such investors simultaneously with the Closing of the Business Combination for the sale of such notes (the “September 2024 Notes”), $1.0 million was outstanding under the Crowdkeep Convertible Notes, $4.0 million was outstanding under a related party note payable, $1.9 million was outstanding under a notes payable with an inventory vendor, $5.0 million was outstanding under the PPL Loan, and $0.6 million was outstanding under the White Lion Convertible Note.

Current wording

During the three and six months ended June 30, 2026 the Company incurred a net loss of approximately $4.0 million and $8.7 million, respectively, and had an accumulated deficit of $233.2 million as of June 30, 2026. Since its inception, it has incurred significant operating losses and negative cash flows. As of June, 2026, it had cash of approximately $1.9 million and outstanding debt of $14.5 million, of $1.0 million was outstanding under the Crowdkeep Convertible Notes (as defined below), $1.8 million was outstanding under a note payable with an inventory vendor, $10.6 million was outstanding under the PPL Loan (as defined below) (Note 6), and $1.2 million was outstanding under the White Lion Convertible Note (as defined below) (Note 6).

Previous wording

The following table presents cash flows for the three months ended March 31, 2026 and 2025, respectively:

Current wording

The following table presents cash flows for the six months ended June 30, 2026 and 2025, respectively:
Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

The gain (loss) on the change in the fair value of the Earn-Out Share Liability of approximately $1.3 million and ($1.7 million) for the three months ended June 30, 2026 and 2025, respectively, and $1.9 million and $8.8 million for the six months ended June 30, 2026 and 2025, respectively, was determined using a Monte Carlo simulation of 100,000 simulations. A significant driver of the changes in fair value was due to the decline in the Company’s stock price.