VEEAW Adds $1.402M to Offering via S-1 462(b); Includes Warrants and Stock

Rhea-AI Filing Summary

Veea Inc. filed a Registration Statement on Form S-1 pursuant to Rule 462(b) to register additional securities under its prior S-1 (File No. 333-288878), which the SEC declared effective on August 12, 2025. The filing increases the maximum aggregate offering price by $1,402,101.60, consisting of $239,096 of common stock and $1,163,005.60 of common warrants. The additional securities equal no more than 20% of the maximum aggregate offering price shown in Exhibit 107 to the prior registration statement.

The registrant certifies it will pay the required SEC filing fee by wire no later than the close of business on August 14, 2025, and lists exhibits including legal opinion, auditor consent, power of attorney, and the filing-fee table. The company identifies its principal executive office at 164 E. 83rd Street, New York, NY, and indicates status as a non-accelerated filer, smaller reporting company and emerging growth company. The filing is signed by CEO Allen Salmasi and other officers/representatives as indicated.

Positive

• Registers an additional $1,402,101.60 of offering capacity under the prior effective S-1
• Breakout provided: $239,096 of common stock and $1,163,005.60 of common warrants
• Filing incorporates prior S-1 (333-288878) declared effective Aug 12, 2025
• Exhibit index includes required legal opinion and auditor consent
• Registrant certifies funds to pay filing fee and commitment to wire payment by Aug 14, 2025

Negative

• No financial statements, earnings data, or use-of-proceeds detail are provided in this filing
• No new operational or material business disclosures are included to inform investor assessment

Insights

Securities Analyst

TL;DR Routine 462(b) filing registers a modest $1.402M increase in offering capacity; no new financial disclosures were provided.

The filing is procedural, invoking Rule 462(b) to register additional securities matching classes in the prior effective S-1 (333-288878). The increase of $1,402,101.60 is explicitly allocated to $239,096 of common stock and $1,163,005.60 of common warrants and is limited to no more than 20% of the prior maximum aggregate offering price shown in Exhibit 107. The company certifies payment arrangements for the SEC filing fee. There are no earnings, use-of-proceeds details, or new financial statements in this filing.

Corporate Governance Expert

TL;DR Signatures and exhibit references are complete; filing follows the prior registration and includes required legal and accounting consents.

The document incorporates the prior registration statement by reference and attaches an exhibit index listing legal opinion, auditor consent, power of attorney and the filing-fee table. Signatures include the CEO and principal financial officer roles, with powers of attorney noted for certain directors. The filing affirms the company’s filer status as non-accelerated, smaller reporting and emerging growth company. The record is administrative and contains no new governance changes or disclosures beyond execution and exhibit confirmations.

As filed with the U.S. Securities and Exchange Commission on August 13, 2025.

Registration No. 333-          

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

VEEA INC.

(Exact name of registrant as specified in its charter)

Delaware		7373		98-1577353
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

164 E. 83rd Street

New York, NY 10028

(212) 535-6050

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Allen Salmasi, Chief Executive Officer
164 E. 83rd Street

New York, NY 10028

(212) 535-6050

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Stuart Neuhauser, Esq.		Ron Ben-Bassat, Esq.
Jonathan Deblinger, Esq.		Eric Victorson, Esq
Ellenoff Grossman & Schole LLP		Sullivan & Worcester LLP
1345 6th Ave		1251 Avenue of the Americas
New York, NY 10105		New York, NY 10020
Tel: (212) 370-1300		Tel: (212) 660-3000

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ (333-288878)

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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 7(a)(2)(B) of the Securities Act. ☐

This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

EXPLANATORY NOTE

This 462(b) Registration Statement relates to the reasonable best efforts public offering of securities (the “Offering”) contemplated by the Registration Statement on Form S-1 (File No. 333-288878), which was initially filed with the United States Securities and Exchange Commission (the “SEC”) on July 23, 2025, and which was declared effective by the SEC on August 12, 2025 (the “Prior Registration Statement”). The contents of the Prior Registration Statement, including all amendments and exhibits thereto, are incorporated herein by reference.

This Registration Statement on Form S-1 is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, for the purposes of registering additional securities of the same classes as were included in the Prior Registration Statement, representing an increase in the maximum aggregate offering price by $1,402,101.60, which includes $239,096 worth of shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”) and common warrants to purchase up to $1,163,005.60 worth of Common Stock. 

The additional securities that are being registered for sale are in an amount and at a price that together represents no more than 20% of the maximum aggregate offering price set forth in Exhibit 107 to the Prior Registration Statement.

CERTIFICATION

The registrant hereby (i) undertakes to pay the SEC the filing fee set forth on the Filing Fee Table filed as Exhibit 107 of this registration statement by a wire transfer of such amount as soon as practicable (but no later than the close of business on August 14, 2025) and (ii) certifies that it has sufficient funds in the relevant account to cover the amount of such filing fee.

EXHIBIT INDEX

Exhibit
Number		Description
5.1		Opinion of Ellenoff Grossman & Schole LLP
23.1		Consent of PKF O’Connor Davies, LLP, independent registered accounting firm.
23.2		Consent of Ellenoff Grossman & Schole LLP (included as part of Exhibit 5.1).
24.1		Power of Attorney
107		Filing Fee

II-1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned hereunto duly authorized, on this 13th day of August 2025.

	Veea Inc.
	By:	/s/ Allen Salmasi
	Name:	Allen Salmasi
	Title:	Chief Executive Officer

Name		Position		Date
/s/ Allen Salmasi		Chief Executive Officer, Director		August 13, 2025
Allen Salmasi		(Principal Executive Officer)
/s/ Randal Stephenson		Acting Chief Financial Officer		August 13, 2025
Randal Stephenson		(Principal Financial Officer)
*		Director		August 13, 2025
Douglas Maine
*		Acting Chief Revenue Officer and Director		August 13, 2025
Helder Antunes
*		Director		August 13, 2025
Michael Salmasi
*		Director		August 13, 2025
Kanishka Roy
*		Director		August 13, 2025
Gary Cohen
*		Director		August 13, 2025
Alan Black

* Pursuant to Power of Attorney

By:	/s/ Allen Salmasi
	Allen Salmasi
	Attorney-in-Fact

II-2

FAQ

What did Veea Inc. (VEEAW) register in this 462(b) filing?

The company registered an additional $1,402,101.60 of securities, comprising $239,096 of common stock and $1,163,005.60 of common warrants.

Is this filing related to a prior S-1 for Veea Inc.?

Yes; it incorporates by reference the prior Form S-1 (File No. 333-288878), which was declared effective by the SEC on August 12, 2025.

Does the filing include new financial results or use-of-proceeds information?

No. The document contains no financial statements, earnings data, or use-of-proceeds details.

What exhibits are listed in the filing?

Exhibits include the legal opinion, auditor consent, power of attorney, and the filing fee table (Exhibit 107).

What filer status does Veea Inc. indicate in the filing?

The registrant indicates it is a non-accelerated filer, a smaller reporting company, and an emerging growth company.