6 - DEBT

Total outstanding third-party debt of the Company is comprised of the following, including convertible notes:

Revolving Loan Facility

In June 2021, Private Veea entered into a revolving loan agreement (the “2021 Revolving Loan Agreement”) with First Republic Bank, which was subsequently acquired by JPMorgan Chase, (“JPM”) providing up to $14.0 million of advances (collectively, the “Loan”). The Loan accrues interest at a variable rate based on an index rate established by reference to the average 12-month trailing one-year US treasuries plus a spread of 1.80% per annum and a minimum floor rate of 1.5% per annum. Interest is payable monthly in cash. Private Veea was not required to provide collateral for the advances or comply with any covenants. The advances were secured by a lien on certain personal assets of the CEO. In consideration for the security provided by the CEO, Private Veea issued common stock warrants (the “NLabs Legacy Warrants”) to NLabs, a principal shareholder of the Company and affiliate of Allen Salmasi (“NLabs”), in consideration for the CEO’s guaranteeing the advances. See Note 11 for further information. Following the acquisition of First Republic, the Loan was transferred to JPM. As of December 31, 2025, the outstanding principal amount of the Loan was $14.0 million. On January 5, 2026, the Company repaid the principal and interest and terminated the 2021 Revolving Loan Agreement. On January 5, 2026, the Company repaid the Loan in full by making a cash payment to JPM of $14,076,218, representing the total outstanding principal and interest due as of such date. The Loan was repaid with the proceeds of a loan from NLabs during the nine months ended September 30, 2026. See Note 11 for further information regarding the NLabs loan.

Convertible Notes Payable

Business Combination Convertible Notes Payable

Simultaneously with the closing of the business combination (the “Closing of Business Combination”) by and among Plum Acquisition Corp. I, Plum SPAC Merger Sub, Inc, and Private Veea (the “Business Combination”), the Company and Private Veea issued convertible notes under note purchase agreements with certain accredited investors unaffiliated with the Company and Private Veea (each, an “Investor”) for the sale of unsecured subordinated convertible promissory notes (the “September 2024 Notes”) as part of a private placement offering of up to $15.0 million in purchase price for such September 2024 Notes in the aggregate (the “Financing Closing”). The Company received $1.45 million in proceeds from the issuance of its convertible promissory notes. In addition to a September 2024 Note, each Investor received, as a transfer from NLabs Inc., an affiliate of Allen Salmasi, our Chief Executive Officer (“NLabs”), immediately prior to the Financing Closing, a number of shares of Private Veea’s Series A Preferred Stock that upon the Closing became a number of registered shares of common stock equal to such Investors’ original principal note loan amount under their respective notes divided by $150.00 (the “Transferred Shares”). 100,000 Transferred Shares were delivered to Investors at the Financing Closing. The September 2024 Notes include customary registration rights. The September 2024 Notes have been fully converted and there is no September 2024 Notes issued and outstanding as of the date of this quarterly report.

The Transferred Shares were recorded at a fair value of $21.6 million on the Company’s consolidated financial statements at issuance, which reflected a significant discount to the face amount of the September 2024 Notes. In addition to the cash received at the Financing Closing, one of the Investors committed to purchase approximately $13.6 million (the “Commitment Amount”) of September 2024 Notes, on or prior to November 15, 2024, which date was subsequently extended to December 15, 2024. On December 31, 2024, the Company and one of the Investors entered into a mutual Settlement and Release Agreement pursuant to which the Company agreed to terminate the Investor’s obligation to purchase a note in the Commitment Amount and provided for a mutual release of claims, in exchange for a payment to the Company of an aggregate amount of approximately $5.4 million, which amount includes payments previously made to the Company in respect of the Commitment Amount. As the Company received approximately $1.5 million of the total expected $15.0 million proceeds at the Financing Closing, a proportional amount (approximately $19.5 million) of the substantial discount was deferred and recorded as a deferred financing asset on the Company’s financial statements.

The obligations under each September 2024 Note accrued interest at a rate equal to the Secured Overnight Financing Rate plus 2% per annum, adjusted quarterly, but interest was only payable upon the maturity of the September 2024 Notes, 18 months after the Financing Closing, as long as there was no event of default thereunder. Each September 2024 Note was unsecured and expressly subordinated to any senior debt of the Borrowers. The September 2024 Notes did not include any operational or financial covenants for the Borrowers.

The outstanding obligations under each September 2024 Note were convertible in whole or in part into shares of common stock (the “Conversion Shares”) at a conversion price of $150.00 per share (subject to equitable adjustment for stock splits, stock dividends and the like with respect to the common stock after the Financing Closing) (the “Conversion Price”) at any time after the Financing Closing at the sole election of the Investor. The outstanding obligations under each September 2024 Note were also subject to certain automatic conversion terms.

The Conversion Shares were initially subject to a lock-up for a period of 6 months after the Financing Closing. The Transferred Shares were not subject to any lock-up restrictions, but for a period of 6 months after the Closing they were separately designated by the Transfer Agent and kept as book entry shares on the Transfer Agent’s records and were not be eligible to be held by DTC without the Investor first notifying the Company of its intent to transfer any such Transferred Shares to a brokerage account and/or to be held by DTC or another nominee (a “Brokerage Transfer”).

During the year ended December 31, 2025, $700,000 in aggregate principal amount of the September 2024 Notes, together with associated interest, automatically converted upon the occurrence of a Brokerage Transfer. The September 2024 Notes matured on March 13, 2026.

On June 8, 2026, Veea Inc., a Delaware corporation (the “Company”), entered into Note Conversion Agreements (each a “Note Conversion Agreement” and collectively, the “Note Conversion Agreements”) with two existing investors (each a “Note Conversion Investor” and collectively, the “Note Conversion Investors”), pursuant to which the Note Conversion Investors agreed, with respect to an unsecured convertible note issued to each of them on September 13, 2024 (each a “Note” and collectively, the “Notes”), which Notes both matured on March 13, 2026, to the automatic conversion of the principal and accrued interest under the Notes into shares of the Company’s common stock, par value $0.0001 per share at a per share price equal to the closing bid price of the common stock on the Nasdaq Capital Market on June 5, 2026 ($8.80) (the “Per Share Price”) as soon as practicable thereafter but no later than one business day following the execution of the Note Conversion Agreements. On June 8, 2026, Notes having an aggregate of $750,000 in principal and accrued interest were converted into 94,569 shares of common stock (the “Conversion Shares”).

Under the terms of the Note Conversion Agreements, the Note Conversion Investors have been granted certain registration rights with respect to the Conversion Shares, pursuant to which the Company has agreed to use its commercially reasonable efforts to (i) file a resale registration statement with the Securities and Exchange Commission (“SEC”) on or before September 4, 2026, (ii) have the registration statement declared effective, as soon as practicable thereafter, and (iii) cause the registration statement to remain effective with respect to the Conversion Shares until the earliest of (A) two years from the date of issuance of the Conversion Shares, (B) the date on which the Note Conversion Investors cease to hold any of the Conversion Shares covered by such registration statement, or (C) the first date on which the Note Conversion Investors can sell all of their Conversion Shares (or shares received in exchange therefor) under Rule 144 promulgated under the Securities Act of 1933, as amended (the “Securities Act”) without limitation as to the manner of sale or the amount of such securities that may be sold.

The Note Conversion Agreements also contain customary representations and warranties of the Company and the Note Conversion Investors, covenants and indemnification agreements, all as are normally included in this type of agreement.

On June 8, 2026, the Company entered into Share Issuance Agreements (each a “Share Issuance Agreement” and collectively, the “Share Issuance Agreements”) with four existing investors (each a “Share Issuance Investor” and collectively, the “Share Issuance Investors”), pursuant to which the Share Issuance Investors agreed that in consideration for their releasing the Company from any liability or damages in connection with the late delivery of shares of common stock upon the prior automatic conversion of their Notes, as a result of a “Broker Transfer” (as such term is defined in the Note Purchase Agreement, dated September 10, 2024, between the Company, the Share Issuance Investors and certain other investors), to accept the issuance of shares of common stock equal to a number of shares of common stock determined by dividing the Calculation Amount by the Per Share Price, with the “Calculation Amount,” with respect to each Share Issuance Investor, being an amount equal to the sum of (i) the original principal amount of the Note, and (ii) interest on the original principal amount of the Note through the date of issuance of the shares of common stock, pursuant to the applicable Share Issuance Agreement (the “Share Issuance Shares”), calculated assuming that no automatic conversion of the Note had previously occurred. On June 8, 2026, the Company issued to the Share Issuance Investors an aggregate of 88,265 Share Issuance Shares. As of the date of this quarterly report, the September 2024 Notes have been fully converted.

The Share Issuance Agreements contain the same registration rights, with respect to the Share Issuance Shares as provided in the Note Conversion Agreements with respect to the Note Conversion Shares. The Company and the Share Issuance Investors also provided mutual general releases in their respective Share Issuance Agreements.

Convertible Notes Payable Issued in connection with Crowdkeep Acquisition

On April 17, 2025, and May 13, 2025, the Company and the majority stockholder of the Seller (“Crowdkeep Investor”), entered into two Note Purchase Agreements (the “Crowdkeep Note Purchase Agreements”). Pursuant to the Crowdkeep Note Purchase Agreements, the Crowdkeep Investor loaned to the Company an aggregate of $1,000,000 in two tranches (the “Crowdkeep Loans”), of which $500,000 was provided on April 17, 2025 and $500,000 was provided on May 13, 2025. In connection with the entry into the Crowdkeep Note Purchase Agreements the Company issued to the Crowdkeep Investor unsecured convertible promissory notes (the “Crowdkeep Convertible Notes”). The Crowdkeep Convertible Notes have an aggregate principal amount of $1,000,000, and the interest under the Crowdkeep Convertible Notes accrues at an annual rate of 8%. The Crowdkeep Convertible Notes matured on April 17, 2026, and May 13, 2026, respectively. The Company and the note holders are in active discussions to, among other items, extend the maturity date.

Pursuant to the terms of the Convertible Notes, upon an event of default, the outstanding principal amount of the applicable Crowdkeep Convertible Note, plus accrued but unpaid interest, will become immediately due and payable in full. Events of default include failure to pay any principal or interest amounts under the Crowdkeep Convertible Notes, failure to perform covenants in the Crowdkeep Convertible Notes and certain bankruptcy and insolvency conditions of the Company. The Company may prepay all or any portion of the Crowdkeep Convertible Notes at any time. The Crowdkeep Convertible Notes are convertible, in whole or in part, into shares of common stock (the “Crowdkeep Conversion Shares”) at the option of the Crowdkeep Investor, at a price per share of $100.00 subject to certain equitable adjustments. The Crowdkeep Convertible Notes will automatically convert on the date that the closing price of the common stock is at $150.00 or above for ten (10) consecutive trading days within any consecutive thirty (30) trading day period, equal to the lesser of (i) $150.00 per share and (ii) 20% multiplied by the VWAP (calculated as set forth in the Crowdkeep Convertible Notes) for the prior consecutive thirty (30) trading day period, in each case subject to certain equitable adjustments. The Crowdkeep Note Purchase Agreements and Crowdkeep Convertible Notes include other customary terms and conditions.

White Lion Convertible Notes

On January 14, 2026, the Company entered into a note purchase agreement with White Lion (the “White Lion Note Purchase Agreement”) providing for the issuance of unsecured convertible promissory notes (the “White Lion Convertible Notes” or the “Initial Issuance”) and warrants (the “White Lion Warrants”) for aggregate gross proceeds of up to $2.5 million. At the initial closing, the Company issued a convertible note with a face amount of approximately $0.6 million and received net proceeds of approximately $0.5 million, net of original issuance discount and certain transaction expenses. The notes mature in 12 months, bear interest at 5% per annum, and are convertible into shares of the Company’s common stock at a price equal to the lesser of $15.00 and 90% of the lowest VWAP (calculated as set forth in the Convertible Notes) for the prior consecutive ten (10) trading-day period, in each case subject to certain equitable adjustments. In connection with the financing, the Company issued warrants to purchase approximately 49,505 shares of common stock at an exercise price of approximately $10.20 per share, with a five-year term, subject to customary ownership limitations.

The proceeds received in connection with the Initial Issuance were allocated between the convertible notes and the White Lion Warrants based on their relative fair values. The fair value of the White Lion Warrant was estimated at the debt issuance date using the Black Scholes option pricing model. The White Lion Warrants were classified in Level 3 of the fair value hierarchy due to the use of unobservable inputs. The key inputs into the option pricing model were as follows at January 14, 2026:

On April 16, 2026, the Company and White Lion consummated the second closing pursuant to the White Lion Note Purchase Agreement (“Second Closing”), and the Company issued, and White Lion purchased, an additional White Lion Convertible Note with a face amount of $555,556 and an additional White Lion Warrant to purchase up to 36,711 at an exercise price of approximately shares $13.612 per share. The convertible note and warrants issued at the Second Closing contain provisions similar to those in the First White Lion Note and First White Lion Warrant, respectively, except for the number of shares available for exercise and the exercise price. At the Second Closing, the Company received cash proceeds of $500,000, net of original issuance discount.

The proceeds received in connection with the Initial Issuance were allocated between the convertible notes and the White Lion Warrants based on their relative fair values. The fair value of the White Lion Warrant was estimated at the debt issuance date using the Black Scholes option pricing model. The White Lion Warrants were classified in Level 3 of the fair value hierarchy due to the use of unobservable inputs. The key inputs into the option pricing model were as follows at April 16, 2026:

On May 18, 2026, the Company and White Lion consummated the third closing pursuant to the Note Purchase Agreement (the “White Lion Private Placement Third Closing”). In connection with the White Lion Private Placement Third Closing, the Company issued, and White Lion purchased, an additional White Lion Note with a face amount of $555,556 (the “Third White Lion Note”) and an additional White Lion Warrant to purchase up to 44,425 shares of common stock, which equals the product of $500,000 divided by approximately $11.26, the closing price of the common stock on May 15, 2026 (the “Third White Lion Warrant”). The Third White Lion Note and the Third White Lion Warrant contain provisions similar to those in the First White Lion Note and First White Lion Warrant, respectively, except for the number of shares available for exercise and the exercise price under the Third White Lion Warrant. At the White Lion Private Placement Third Closing, the Company received cash proceeds of $500,000, net of original issuance discount and certain transaction expenses.

The proceeds received in connection with the Initial Issuance were allocated between the convertible notes and the White Lion Warrants based on their relative fair values. The fair value of the White Lion Warrant was estimated at the debt issuance date using the Black Scholes option pricing model. The White Lion Warrants were classified in Level 3 of the fair value hierarchy due to the use of unobservable inputs. The key inputs into the option pricing model were as follows at May 18, 2026:

On July 10, 2026, the Company and White Lion Capital, LLC consummated an additional closing under the Note Purchase Agreement (the “White Lion Private Placement Fourth Closing”). In connection with the White Lion Private Placement Fourth Closing, the Company issued, and White Lion purchased, a convertible promissory note with an aggregate principal amount of $555,556 (the “Fourth White Lion Note”) for gross proceeds of $500,000. The note bears interest at 5% per annum and matures on July 10, 2027. The Fourth White Lion Note is convertible, at the election of the holder, into shares of the Company’s common stock at a conversion price equal to the lower of $15.00 per share or 90% of the lowest daily VWAP during the ten trading days immediately preceding the applicable conversion date, subject to certain ownership limitations and customary anti-dilution adjustments. At the White Lion Private Placement Fourth Closing, the Company received cash proceeds of $500,000, net of original issuance discount and certain transaction expenses.

On August 10, 2026, the Company entered into an Amendment, Waiver and Warrant Cancellation Agreement (the “White Lion Waiver Agreement”) with White Lion. Pursuant to the White Lion Waiver Agreement, the Company and White Lion agreed that the warrants issued to White Lion in connection with the first, second, and third closings under the Note Purchase Agreement dated January 14, 2026 (collectively, the “Warrants”) were cancelled and extinguished concurrent with the delivery of a Regular Purchase Notice under the Company’s existing equity line of credit agreement with White Lion dated August 5, 2026. In addition, the parties confirmed that a fourth closing under the Note Purchase Agreement occurred on July 10, 2026, pursuant to which White Lion provided an additional $555,556 loan to the Company in exchange for a convertible promissory note, and that no warrants were issued in connection with such fourth closing. The White Lion Waiver Agreement also terminated any remaining right to consummate a fifth closing under the Note Purchase Agreement, waived certain of White Lion’s rights (including rollover and consent rights) in connection with the Company’s at-the-market offering program with Roth Capital Partners, LLC, and amended certain other provisions of the Note Purchase Agreement, as defined in the agreement. In connection with the White Lion Waiver Agreement, the Company agreed to compensate White Lion in an amount totaling $350,000, which was satisfied through the issuance of 107,464 shares of common stock through draws on the equity line of credit.

Term Loan Facility

On February 17, 2026, VeeaSystems, entered into a Loan Agreement with Pasadena Private Lending, Inc. providing for a secured term loan facility of up to $10.6 million, of which approximately $5.0 million (the “Initial Loan Amount”) was funded at closing (the “PPL Loan”). The Initial Loan Amount matures in February 2031 and bears interest at a variable rate equal to the prime rate (subject to a floor of 5.75%) plus 4.50% per annum. Interest is payable monthly in arrears and principal is payable in monthly installments of $58,000 commencing March 17, 2027, with any remaining outstanding principal and interest due at maturity. The Company may, at any time prior to February 17, 2027, request to increase the Initial Loan Amount by up to $5.0 million in separate tranches of up to $2.5 million each. The facility is guaranteed by the Company and the Company’s Chairman and Chief Executive Officer, and is secured by substantially all assets of the Company and its subsidiaries. Further, until such time as the Company achieves a Debt Service Coverage Ratio (as defined in the Loan agreement) of at least 3.0 to 1.0, tested as of the most recently completed fiscal quarter end, the Company is required to maintain a minimum aggregate balance equal to the greater of (i) $550,000 and (ii) 10% of the then outstanding aggregate principal amount of the loans, in cash, liquid securities, and marketable securities, in a reserve account. The agreement contains customary financial covenants and minimum liquidity requirements.

$10.6 million is included in Notes payable in the accompanying unaudited condensed consolidated balance sheet as of September 30, 2026, net of the remaining unamortized debt discount of $578,165. The current portion of the outstanding Term Loan is $0.4 million as of September 30, 2026 and is included in Notes payable, current in the accompanying unaudited condensed consolidated balance sheet.

Future principal payments on the PPL Loan are as follows: