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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): October 2, 2026 (September 29, 2026)
| Veea
Inc. |
| (Exact
name of registrant as specified in its charter) |
| Delaware |
|
001-40218 |
|
98-1577353 |
(State
or other Jurisdiction
of
Incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
164
E. 83rd Street
New
York, NY 10028
(212)
535-6050
(Address
and telephone number, including area code, of registrant’s principal executive offices)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common stock, par value
$0.0001 per share |
|
VEEA |
|
The Nasdaq Stock Market
LLC |
| Warrants, each whole warrant
exercisable for one share of common stock at an exercise price of $11.50 per share |
|
VEEAW |
|
The Nasdaq Stock Market
LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
1.01 Entry into a Material Definitive Agreement.
Unsecured
Loans
On
September 29, 2026, NLabs Inc, a Delaware corporation (“NLabs”) made unsecured loans to Veea Inc., a Delaware corporation
(the “Company”). NLabs is a principal stockholder of the Company and an affiliate of the Company’s Chief Executive
Officer. The loans were in the principal amount of $500,000, $500,000, $500,000 and $150,000 and evidenced by the Demand Promissory Notes
(the “Notes”). Interests on the Notes accrue and are payable at maturity at an annual rate equal to 10%, with interest
calculated on the basis of a 365-day year and the actual days elapsed. The Notes and accrued interests thereon are payable upon the earlier
of December 31, 2026 and demand by NLabs. The Company may prepay the Notes, in whole or in part, without penalty at any time. The proceeds
of the Notes are for working capital purposes.
The
foregoing description of the Notes does not purport to be complete and is qualified in its entirety by reference to a form of note, a
copy of which is attached as Exhibit 4.1 to this Current Report on Form 8-K and are incorporated herein by reference.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
information set forth above under Item 1.01 of this Current Report on Form 8-K with respect to the issuance of the Notes to NLabs
is hereby incorporated by reference into this Item 2.03.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 4.1 |
|
Form of Demand Promissory Note |
| 104 |
|
Cover Page Interactive Data File (embedded within Inline
XBRL document). |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
Veea Inc. |
| |
|
|
| Date: October 2, 2026 |
By: |
/s/
Greg Deisher |
| |
Name: |
Greg
Deisher |
| |
Title: |
Acting Chief Financial
Officer and
Chief Operating Officer |
