13 - RELATED PARTY TRANSACTIONS

Lease Agreements

On March 1, 2014, Private Veea entered into a sublease agreement with NLabs Inc., an affiliate of the Company’s CEO that held approximately 33% of the Company’s outstanding capital stock at December 31, 2024, 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, 2025. Rent for the office space is accrued and not paid in cash. The Company recognized rent expense of $122,400 for each of the six months ended June 30, 2025 and 2024, 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 $1,836,000 as of June 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 31, 2025. Rent for the office space is accrued and not paid in cash. The Company recognized rent expense of $144,000 for each of the six months ended June 30, 2025, 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 $2,088,000 and $1,944,000 as of June 30, 2025 and December 31, 2024, respectively.

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

During the six months ended June 30, 2025, NLabs made loans to the Company in the aggregate principal amount of $2,626,000. Subsequent to June 30, 2025, NLabs made additional loans to the Company in the aggregate principal amount of $550,000. (collectively, the “NLabs 2025 Notes”). Interest on the loans accrue at a rate of 10% per annum, calculated on the basis of a 365-day year. Accrued interest on the NLabs 2025 Notes through June 30, 2025 was $28,432. The Company satisfied the payment of the outstanding NLabs 2025 Notes, plus accrued interest, in the aggregate amount of approximately $3,239,096, with the issuance of approximately 3,239,096 shares of Common Stock with accompanying common warrants issued in the Offering, based on the assumed offering price of $1.00 per share. See Note 15 for additional information.