[SCHEDULE 13D] Veea Inc. Warrant SEC Filing

Rhea-AI Filing Summary

Veea Inc. completed a registered public offering that closed August 14, 2025, issuing up to 9,239,096 common shares each with an accompanying common warrant. Gross proceeds were approximately $6.0 million and net proceeds about $5.3 million after placement agent fees and offering expenses. NLabs Inc. received 3,239,096 common shares and accompanying warrants in exchange for extinguishment of promissory notes totaling $3,239,096, and in aggregate NLabs (and related holdings) and Allen Salmasi report beneficial ownership of 22,627,113 and 29,356,151 shares respectively, representing 45.09% and 55.21% of outstanding common stock based on 50,182,879 shares. Warrants are exercisable immediately at $1.10 and expire five years from issuance, with ownership exercise limits of 4.99% (or optionally 9.99%). The Company intends to use net proceeds for inventory, customer support infrastructure, working capital and general corporate purposes. Lock-up and standstill restrictions apply for up to 90 days with certain exceptions.

Positive

• Net proceeds of approximately $5.3 million provide working capital for inventory, customer support infrastructure and general corporate purposes.
• Debt reduction via conversion: NLabs received shares and warrants in satisfaction of $3,239,096 of promissory notes, reducing the Company’s outstanding non-convertible debt.
• Warrants exercisable immediately at $1.10 create a potential future source of capital if holders exercise within five years.

Negative

• Significant insider ownership concentration: Reporting Persons control a majority (55.21%) of outstanding common stock, which may limit minority shareholder influence.
• Potential dilution risk: Large numbers of exercisable warrants and options (as disclosed) could dilute existing shareholders if exercised.
• Placement agent fees: The offering incurred up to 7.0% fees for agent-introduced investors, reducing net proceeds.

Insights

Corporate Governance Expert

TL;DR: Founder and affiliate now control a majority stake post-offering, raising governance and control questions.

The filing shows concentrated control: Mr. Salmasi and NLabs collectively report dispositive control over a majority of outstanding shares (55.21% for Salmasi including affiliated holdings, 45.09% for NLabs alone). That concentration followed a financing that converted $3.24 million of promissory notes into equity and warrants, diluting others while preserving immediate capital for operations. Lock-up arrangements and warrant ownership limits are disclosed, but the issuance of exercisable warrants with five-year terms and anti-exercise thresholds can affect potential future ownership swings. For investors, the material implication is heightened insider influence over board and strategic decisions, and potential future dilution depending on warrant exercises and any subsequent issuances.

Securities/M&A Specialist

TL;DR: Transaction is a mix of debt-for-equity conversion and primary financing raising modest capital with customary placement fees.

The Offering raised roughly $6.0 million gross with net proceeds ~ $5.3 million after standard placement agent compensation (7.0%/3.5% splits) and expense reimbursements. NLabs received securities to extinguish $3.24 million of notes, which improves the issuer's leverage profile by removing short-term debt obligations in exchange for equity and warrants. Warrants exercisable immediately at $1.10 introduce potential future capital if exercised, but ownership exercise caps limit large single-holder accretions absent opt-in to 9.99% thresholds. The financing appears accretive to liquidity needs but results in meaningful ownership consolidation by insiders.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

VEEA INC.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

693489122

(CUSIP Number)

Allen Salmasi
164 E. 83rd Street,
New York, NY, 10028
(212) 535-6050

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/14/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 693489122

1

Name of reporting person

Allen Salmasi

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 3,429,504.00
8	Shared Voting Power 25,926,647.00
9	Sole Dispositive Power 3,429,504.00
10	Shared Dispositive Power 25,926,647.00

11

Aggregate amount beneficially owned by each reporting person

29,356,151.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

55.21 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) Includes 437,029 shares of common stock of the issuer, par value $0.0001 per share (the "Common Stock"), directly owned by Mr. Salmasi; 2,992,475 shares of Common Stock issuable upon the exercise of options held by Mr. Salmasi; 17,388,017 shares of Common Stock and 5,239,096 shares of Common Stock issuable upon the exercise of common warrants held by NLabs Inc., of which Mr. Salmasi is the Chief Executive Officer and stockholder; 2,808,475 shares held by Salmasi 2004 Trust ("Salmasi Trust"), the trustee of which is Mr. Salmasi's spouse; and 491,059 shares held by Mr. Salmasi's spouse. (2) Based on 50,182,879 shares of Common Stock outstanding as of August 21, 2025.

SCHEDULE 13D

CUSIP No. 693489122

1

Name of reporting person

NLabs Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 22,627,113.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 22,627,113.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

22,627,113.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

45.09 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

(1) Based on 50,182,879 shares of Common Stock outstanding as of August 21, 2025. (2 Includes 17,388,017 shares of Common Stock directly owned by NLabs Inc.; and 5,239,096 shares of Common Stock issuable upon the exercise of common warrants held by NLabs Inc.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.0001 per share
(b)	Name of Issuer: VEEA INC.
(c)	Address of Issuer's Principal Executive Offices: 164 E. 83rd Street, New York, NEW YORK , 10028.
Item 2.	Identity and Background
(a)	This Schedule 13D is being filed by Allen Salmasi and NLabs Inc., a Delaware corporation ("NLabs"). The reporting persons are collectively referred to herein as the "Reporting Persons." Mr. Salmasi is Chief Executive Officer and chairman of the board of directors of the Issuer, and Mr. Salmasi is also the Chief Executive Officer and stockholder of NLabs.
(b)	The principal business address of each Reporting Person is 164 E. 83rd Street, New York, NY 10028.
(c)	The present principal occupation of Mr. Salmasi is Chief Executive Officer and chairman of the board of directors of the Issuer. NLabs is a Delaware corporation.
(d)	During the past five years, no Reporting Person has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the past five years, no Reporting Person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting, or mandating activities subject to, federal or state securities laws or a finding of any violation with respect to such laws.
(f)	Mr. Salmasi is a citizen of the United States. NLabs is a Delaware corporation.
Item 3.	Source and Amount of Funds or Other Consideration
	The Reporting Persons received an aggregate of 5,239,096 shares of Common Stock and 5,239,096 common warrants exercisable for shares of Common Stock pursuant to the public best-efforts offering by the Issuer on the Registration Statement (333-288878) pursuant to Form S-1, which shares were issued at a public offering price of $1.00 per share and associated common warrant, and which warrant has an exercise price of $1.10 (subject to adjustment as provided therein) (as further described in Item 4 below). The information set forth under Item 4 of this Schedule 13D is incorporated by reference into this Item 3.
Item 4.	Purpose of Transaction
	On August 12, 2025, Veea Inc., a Delaware corporation (the "Company"), entered into a Placement Agency Agreement (the "Placement Agency Agreement") with A.G.P. /Alliance Global Partners (the "Placement Agent") whereby the Placement Agent agreed to act, on a "reasonable best efforts" basis, as placement agent in connection with the Company's registered public offering (the "Offering") of up to 9,239,096 shares of common stock, par value $0.0001 per share (the "Common Stock", and such shares, the "Common Shares"), each with one accompanying common warrant (the "Warrants", and the shares of Common Stock to be issued upon exercise of the Warrants, the "Warrant Shares") to purchase one share of Common Stock, (the Common Shares, the Warrants, and the Warrant Shares, collectively, the "Securities"). The Company also entered into a securities purchase agreement (the "Securities Purchase Agreement") with the investors who purchased Securities in the Offering. Included in the aggregate securities purchased are 3,239,096 shares of Common Stock and accompanying warrants that were issued to NLabs Inc., a Delaware corporation ("NLabs") an existing stockholder and an affiliate of the Company and the Company's Chief Executive Officer, in exchange for the extinguishment of certain of the Company's outstanding non-convertible promissory notes in the aggregate principal amount, plus accrued interest, of $3,239,096. Under the terms of the Offering, the Company agreed to sell each Common Share with one accompanying Warrant in the Offering at a public offering price of $1.00 per Common Share with one accompanying Warrant. The Warrants are exercisable immediately upon issuance and have an initial exercise price of $1.10 per share, subject to certain adjustments, and will expire five years from the date of issuance. The Warrants contain ownership limitations pursuant to which a holder does not have the right to exercise any portion of their warrants if it would result in the holder (together with its affiliates) beneficially owning more than 4.99% (or, at the election of the holder, 9.99%) of the Company's outstanding common stock. The Offering closed on August 14, 2025. The securities were registered pursuant to the registration statement on Form S-1 (File No. 333-288878), which was initially filed with the Securities and Exchange Commission (the "Commission") on July 23, 2025, as amended, and which the Commission declared effective on August 12, 2025, and the registration statement on Form S-1MEF (File No. 333-289555), filed with the Commission on August 13, 2025. As compensation for services rendered by the Placement Agent in connection with the Offering, the Company agreed to pay the Placement Agent an aggregate cash fee of (i) 7.0% of the aggregate gross proceeds raised in the Offering by the investors introduced by the Placement Agent plus (ii) 3.5% of the aggregate gross proceeds raised in the offering by the investors introduced by the Company. The Placement Agent received no cash fee for any Securities purchased by NLabs in this offering in satisfaction of the promissory notes. The Company agreed to reimburse the Placement Agent for up to $70,000 for its legal fees, and $10,000 for non-accountable fees and expenses. The Company received gross proceeds from the Offering of approximately $6.0 million, before deducting Placement Agent fees and other estimated offering expenses payable by the Company. The net proceeds to the Company from the Offering, after deducting the Placement Agent's fees and expenses and estimated offering expenses (excluding proceeds to the Company, if any, from the future exercise of the Common Warrants), were approximately $5.3 million. The Company intends to use the net proceeds from the Offering for investments in inventory and customer support infrastructure, working capital and general corporate purposes. The Company has agreed not to issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of the Company's (or its subsidiary's) securities for a period of ninety (90) days from the closing of the Offering, subject to certain exceptions, and not to issue or enter into an agreement to issue any shares or securities pursuant to a variable rate transaction (as defined in the Securities Purchase Agreement), however these standstills shall be reduced to seventy-five (75) days for transactions with respect to the Company's equity line of credit facility with White Lion Capital, LLC. Additionally, in connection with the Offering, each of the officers, directors, and holders of 5% or more of our outstanding shares of common stock, who are affiliates of our officers or directors, of the Company entered into lock-up agreements, pursuant to which they agreed not to sell or transfer any of the Company securities they hold, subject to certain exceptions, during the ninety (90) day period following the closing of the Offering. Item 3 above is hereby incorporated into this Item 4 by reference. Certain Reporting Persons hold a substantial position in the Issuer. Mr. Salmasi serves as Chief Executive Officer and chairman of the board of directors of the Issuer, and in such capacity may have the ability to influence the Issuer's management and operations directly in his position. Although the Reporting Persons do not have any specific plan or proposal to acquire additional shares or to dispose of Common Stock, consistent with their investment purpose, the Reporting Persons may at any time and from time to time acquire additional shares of Common Stock or, subject to the Lock-Up Agreement (as described above), dispose of shares of Common Stock, depending upon their ongoing evaluation of their investment, prevailing market conditions, other investment opportunities, and/or other investment considerations. Except as disclosed in this Schedule 13D, the Reporting Persons currently do not have any other plans or proposals which relate to, or would result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of this Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.
Item 5.	Interest in Securities of the Issuer
(a)	(a, b) The aggregate percentage of shares of Common Stock reported owned by the Reporting Persons is based upon 50,182,879 shares of Common Stock outstanding as of August 21, 2025. In the aggregate, the Reporting Persons have voting and dispositive power of 29,356,151 shares of Common Stock, representing approximately 55.21% of such class of securities.
(b)	The beneficial ownership of each Reporting Person is as follows: (i) Mr. Salmasi beneficially owns 29,356,151 shares of Common Stock representing 55.21% of the class, which is Includes 437,029 shares of common stock of the issuer, par value $0.0001 per share (the "Common Stock"), directly owned by Mr. Salmasi; 2,992,475 shares of Common Stock issuable upon the exercise of options held by Mr. Salmasi; 17,388,017 shares of Common Stock and 5,239,096 shares of Common Stock issuable upon the exercise of common warrants held by NLabs Inc., of which Mr. Salmasi is the Chief Executive Officer and stockholder; 2,808,475 shares held by Salmasi 2004 Trust ("Salmasi Trust"), the trustee of which is Mr. Salmasi's spouse; and 491,059 shares held by Mr. Salmasi's spouse. (ii) NLabs beneficially owns 22,627,113 shares of Common Stock held by or issuable to the NLabs, representing 45.09% of the class.
(c)	The Reporting Persons have not engaged in any transactions with respect to the Common Stock during the 60 days before the date of this filing, except as described in Items 3 and 4 above.
(d)	No person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of shares of the Common Stock.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Common Warrants On August 14, 2025, in connection with the Company's "reasonable best efforts" public offering of securities, up to 9,239,096 shares of common stock each with one accompanying common warrant to purchase one share of Common Stock. The Warrants were exercisable immediately upon issuance and have an initial exercise price of $1.10 per share, subject to certain adjustments, and will expire five years from the date of issuance. The Warrants contain ownership limitations pursuant to which a holder does not have the right to exercise any portion of their warrants if it would result in the holder (together with its affiliates) beneficially owning more than 4.99% (or, at the election of the holder, 9.99%) of the Company's outstanding common stock. Lock-Up Agreements On August 12, 2025, in connection with the Company's "reasonable best efforts" public offering of securities, directors and officers of the Company entered into lock up agreements, pursuant to which they agreed subject to specified exceptions, not to sell or transfer any shares of common stock or securities convertible into, or exchangeable or exercisable for, our shares of common stock during a period ending 90 days after the closing of this offering, without first obtaining the written consent of the sole Placement Agent.
Item 7.	Material to be Filed as Exhibits.
	4.1 Common Warrant dated August 14, 2025, by and between the Issuer and NLabs Inc. 10.1 Lock-Up Agreement, dated August 12, 2024, by and between the Issuer and Allen Salmasi 99.1 Joint Filing Agreement (filed herewith).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Allen Salmasi

Signature:	/s/ Allen Salmasi
Name/Title:	Allen Salmasi
Date:	08/27/2025

NLabs Inc.

Signature:	/s/ Janice K. Smith
Name/Title:	Janice K. Smith/SVP & Chief Administrative Officer.
Date:	08/27/2025

FAQ

How many VEEA (VEEAW) shares do Allen Salmasi and NLabs beneficially own?

As reported, Allen Salmasi beneficially owns 29,356,151 shares (55.21%) and NLabs beneficially owns 22,627,113 shares (45.09%), based on 50,182,879 shares outstanding.

What were the proceeds and net proceeds from Veea Inc.'s offering?

The offering generated approximately $6.0 million gross proceeds and approximately $5.3 million net proceeds after placement agent fees and estimated offering expenses.

What are the terms of the warrants issued in the offering?

The warrants are exercisable immediately at an initial exercise price of $1.10 per share, expire five years from issuance, and include ownership exercise limits of 4.99% (or optionally 9.99%) of outstanding common stock.

Why did NLabs receive shares and warrants in the offering?

NLabs received 3,239,096 shares and accompanying warrants in exchange for extinguishing promissory notes with an aggregate principal and accrued interest amount of $3,239,096.

Are there any transfer or sale restrictions on insiders' shares after the offering?

Yes, officers, directors and holders of 5% or more who are affiliates entered into 90-day lock-up agreements restricting sales, subject to specified exceptions.