Veea Inc美股招股说明书(2025-01-15版)

Veea Inc. 9,193,579 Shares of Common Stock This prospectus relates to the offer and sale from time to time by White Lion Capital, LLC (“White Lion” or the“selling stockholder”) of up to 9,193,579 shares of common stock of Veea Inc. (“we,” “us,” “our,” the “Company,”or “Veea”), par value $0.0001 per share (the “Common Stock”), that have been or may be issued by us to WhiteLion pursuant to that certain Common Stock Purchase Agreement, dated as of December 2, 2024, by and between usand White Lion (the “ELOC Purchase Agreement”), establishing an equity line of credit. Such shares of ourCommon Stock include up to (i) 9,166,081 shares of Common Stock (assuming the shares to be issued are sold at aprice of $2.73 per share) that we may elect, in our sole discretion, to issue and sell to White Lion, from time to timefrom and after the commencement date under the ELOC Purchase Agreement, and subject to applicable stockexchange rules and (ii) 27,498 shares of Common Stock issuable to White Lion as commitment shares under theELOC Purchase Agreement (assuming a value of $2.73 per share). The actual number of shares of our Common Stock issuable will vary depending on the then-current marketprice of shares of our Common Stock sold to the selling stockholder under the ELOC Purchase Agreement, but willnot exceed the number set forth in the preceding sentences unless we file an additional registration statement underthe Securities Act of 1933, as amended (the “Securities Act”), with the U.S. Securities and Exchange Commission(the “SEC”), See “The White Lion Equity Financing” for a description of the ELOC Purchase Agreement and“Selling Stockholder” for additional information regarding White Lion. We are registering the shares on behalf of the selling stockholder, to be offered and sold by it from time to time.We are not selling any securities under this prospectus, and will not receive any proceeds from the sale of CommonStock by the selling stockholder pursuant to this prospectus. We may receive up to $25.0 million in aggregate grossproceeds from White Lion under the ELOC Purchase Agreement in connection with sales of the shares of ourCommon Stock pursuant to the ELOC Purchase Agreement at varying purchase prices after the date of thisprospectus. However, the actual proceeds from White Lion may be less than this amount depending on the numberof shares of our Common Stock sold and the price at which the shares of our Common Stock are sold. The purchaseprice per share that White Lion will pay for shares of Common Stock purchased from us under the ELOC PurchaseAgreement will fluctuate based on the market price of our shares at the time we elect to sell shares to White Lionand, further, to the extent that the Company sells shares of Common Stock under the ELOC Purchase Agreement,substantial amounts of shares could be issued and resold, which would cause dilution and may impact theCompany’s stock price. The selling securityholder can sell, under this prospectus, up to 9,193,579 shares of our Common Stock,constituting more than 25.3% of our outstanding shares of Common Stock as of January 7, 2025. Sales of asubstantial number of our shares of Common Stock in the public market by the selling securityholder and/or by ourother existing securityholders, or the perception that those sales might occur, could increase the volatility of andcause a significant decline in the market price of our securities and could impair our ability to raise capital throughthe sale of additional equity securities. See “-Sales of a substantial number of our securities in the public market bythe selling securityholder and/or by our existing securityholders could cause the price of our shares of CommonStock and Warrants to fall.” All the securities offered in this prospectus by the selling securityholder may be resold for so long as theregistration statement, of which this prospectus forms a part, is available for use. The sale of all or a portion of thesecurities being offered in this prospectus could result in a significant decline in the public trading price of oursecurities. Despite such a decline in the public trading price, some of the selling securityholder may still experiencea positive rate of return on the securities they purchased due to the price at which such selling securityholder initiallypurchased the securities. We are registering the securities for resale pursuant to the selling securityholder’s registration rights undercertain agreements between us, on the one hand, and the selling securityholder, on the other hand, subject to certainexceptions. Our registration of the securities covered by this prospectus does not mean that the selling securityholderwill offer or sell any of the securities registered for resale. We will bear all costs, expenses, and fees in connection with the registration of the shares of Common Stock.The selling securityholder may offer, sell or distribute all or a portion of its shares of Common Stock publicly