Veea Inc美股招股说明书(2026-08-13版)

Up to $4,353,000 Common Stock We have entered into a sales agreement dated as of August 13, 2026, or the Sales Agreement, with Roth Capital Partners,LLC, or the Agent, relating to the sale of shares of our common stock, par value $0.0001 per share, offered by this prospectussupplement. In accordance with the terms of such Sales Agreement and this prospectus supplement, we may offer and sell shares ofour common stock having an aggregate offering price of up to $4,353,000 from time to time through or to the Agent, acting as ouragent or principal. Our shares of common stock and public warrants are traded on the Nasdaq Capital Market, under the symbols “VEEA” and“VEEAW”, respectively. The last reported sale price of our shares of common stock and public warrants, as reported on the NasdaqCapital Market on August 11, 2026 were $0.1259 and $0.0358, respectively. Sales of our common stock, if any, under this prospectus supplement and the accompanying base prospectus may be made insales deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended,or the Securities Act. The Agent is not required to sell any specific amount of securities but will act as our sales agent usingcommercially reasonable efforts consistent with its normal trading and sales practices, on mutually agreed terms between the Agentand us. There is no arrangement for funds to be received in any escrow, trust or similar arrangement. The compensation to the Agent for sales of common stock sold pursuant to the Sales Agreement will be equal to 3.0% of thegross proceeds of any shares of common stock sold under the Sales Agreement. In connection with the sale of the common stock onour behalf, the Agent will be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation of theAgent will be deemed to be underwriting commissions or discounts. We have also agreed to provide indemnification and contributionto the Agent with respect to certain liabilities, including liabilities under the Securities Act or the Securities Exchange Act of 1934, asamended, or the Exchange Act. As of the date of this prospectus supplement, theaggregate market value of our outstanding common stock held by non-affiliates pursuant to General Instruction I.B.6 of Form S-3 was $13,061,451, which was calculated based on 62,214,156 shares ofcommon stock outstanding, as of August 11, 2026, of which 36,959,400 shares were held by non-affiliates, and a price per share of$0.3534, which was the closing sale price of our common stock on the Nasdaq Capital Market on June 15, 2026, and which was within60 days of the date of the Sales Agreement. Pursuant to General Instruction I.B.6. of Form S-3, in no event will we sell securitiespursuant to the registration statement with a value more than one-third of the aggregate market value of our common stock held bynon-affiliates in any 12-month period, so long as the aggregate market value of our common stock held by non-affiliates is less than$75.0 million. During the prior 12-calendar-month period that ends on, and includes, the date of this prospectus supplement, we havenot sold any securities pursuant to General Instruction I.B.6. of Form S-3. On August 10, 2026, as a result of our having received notice from Nasdaq that we are not in compliance with the NasdaqRule requiring our common stock to trade with a minimum bid price of $1.00 or greater, our Board of Directors authorized andapproved a reverse stock split of our common stock in a ratio of 1-for-20 (the “Reverse Split”). This is within the range of 1-for-2 and1-for-20, which was approved by the stockholders at the Annual Meeting of Stockholder on December 30, 2025. Our managementintends to complete the Reverse Split within four weeks after the date of this prospectus supplement, although no assurance can begiven that it will be completed by such date or at all. In the event that the Reverse Split is completed, the number of shares of commonstock issued and outstanding will be reduced proportionately with the 1-for-20 Reverse Split and the trading price of the commonstock will be increased in the same proportion.In such case all share and per share price amounts set forth in this prospectussupplement will be correspondingly adjusted and reported to reflect such adjustment in our reports filed thereafter. Investingin our securities involves a high degree of risk. You should read this prospectus supplement,theaccompanying base prospectus and the information incorporated herein and therein by reference carefully before you makeyour investment decision. See “Risk Factors” beginning on page S-7 of this prospectus supplement and on page 1 of theaccompanying base prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying base