Burns Reports 2.05M Veea Shares Including Warrants and Earnouts

Rhea-AI Filing Summary

Ursula M. Burns reported beneficial ownership of 2,054,745 shares of Veea Inc., representing 4.0% of the company based on 50,182,879 shares outstanding. The position comprises 960,061 currently outstanding shares, 121,326 earnout shares that vest only if specified VWAP thresholds ($12.50 and $15.00) are met by September 13, 2034 (or earlier on a change in control), and warrants to purchase 973,358 shares at $11.50 per share that expire September 13, 2029. The filing states these securities were not acquired to change or influence control of the issuer.

Positive

• 4.0% beneficial ownership disclosed, indicating material minority economic interest
• Warrants for 973,358 shares provide upside optionality at $11.50 per share through September 13, 2029
• Earnout shares (121,326) align potential additional ownership with long-term share-price performance

Negative

• Position is under 5% (4.0%), so it does not indicate control or immediate governance influence
• Earnout vesting conditions require sustained VWAP thresholds through September 13, 2034, creating long uncertainty
• Potential dilution exists if warrants are exercised, which would increase outstanding share count

Insights

Securities Analyst

TL;DR Reporting shows a meaningful minority economic interest with contingent upside from warrants and long-dated earnouts.

The 4.0% position is material enough for disclosure but below a control threshold, indicating passive investment intent as certified in the filing. The position structure combines immediate equity (960,061 shares) with contingent value: two performance-based earnout tranches that require sustained VWAP performance through 2034, and nearly 1.0 million warrants exercisable at $11.50 through 2029. If the share price exceeds exercise and earnout triggers, Burns could materially increase economic exposure; until then, dilution risk and timing uncertainty limit near-term voting/influence changes.

Corporate Governance Expert

TL;DR Disclosure reflects a non-group, non-control stake with long-tail incentive instruments and no announced governance actions.

The filing identifies the holder as an individual reporting person and expressly states the securities were not acquired to effect control. From a governance perspective, the current stake (4.0%) and the certification reduce immediate takeover or board-influence concerns. However, the combination of warrants and contingent earnouts creates potential future shifts in ownership if price triggers are met; governance monitoring is warranted only if those instruments are exercised or vest, altering share counts and voting distributions.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

VEEA INC.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

693489122

(CUSIP Number)

08/14/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 693489122

1

Names of Reporting Persons

BURNS URSULA M

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

FLORIDA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 2,054,745.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 2,054,745.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,054,745.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.0 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: VEEA INC.
(b)	Address of issuer's principal executive offices: 164 East 83rd Street, New York, NY 10028
Item 2.
(a)	Name of person filing: Ursula M. Burns
(b)	Address or principal business office or, if none, residence: 210 SE Mizner Boulevard, Unit 210, Boca Raton, Florida 33432
(c)	Citizenship: United States
(d)	Title of class of securities: Common Stock, par value $0.0001 per share
(e)	CUSIP No.: 693489122
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: (a) Amount beneficially owned: 2,054,745 shares of Common Stock, par value $0.0001 per share ("Common Stock") The Reporting Person holds the above-referenced beneficially-owned shares of Common Stock as follows: (i) 960,061 shares of outstanding Common Stock, (ii) (A) 60,663 shares of outstanding Common Stock subject to vesting based upon the volume-weighted average trading sale price of one share of Common Stock (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) being greater than or equal to $12.50 for any twenty (20) trading days within any thirty (30) consecutive trading day period ending on September 13, 2034, or earlier upon a change in control of the Issuer, and (B) 60,663 shares of outstanding Common Stock subject to vesting based upon the volume-weighted average trading sale price of one share of Common Stock (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) being greater than or equal to $15.00 for any twenty (20) trading days within any thirty (30) consecutive trading day period ending on September 13, 2034, or earlier upon a change in control of the Issuer (collectively, the "Earnout Shares"), and (iii) Warrants to purchase 973,358 shares of Common Stock (the "Warrants"). Each Warrant entitles the holder to purchase one share of the Common Stock at a price of $11.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations). Such Warrants will expire September 13, 2029, or earlier upon redemption or liquidation.
(b)	Percent of class: Percent of class: 4.0% The information with respect to percentage ownership is based on a total of 50,182,879 outstanding shares of Common Stock of Veea Inc., as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 19, 2025.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: The information required by Item 4(c) is set forth in Rows 5-11 of the cover page hereto for the Reporting Person and is incorporated herein by reference for such Reporting Person.
	(ii) Shared power to vote or to direct the vote: The information required by Item 4(c) is set forth in Rows 5-11 of the cover page hereto for the Reporting Person and is incorporated herein by reference for such Reporting Person.
	(iii) Sole power to dispose or to direct the disposition of: The information required by Item 4(c) is set forth in Rows 5-11 of the cover page hereto for the Reporting Person and is incorporated herein by reference for such Reporting Person.
	(iv) Shared power to dispose or to direct the disposition of: The information required by Item 4(c) is set forth in Rows 5-11 of the cover page hereto for the Reporting Person and is incorporated herein by reference for such Reporting Person.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

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.

BURNS URSULA M

Signature:	/s/ BURNS URSULA M
Name/Title:	BURNS URSULA M
Date:	08/27/2025

FAQ

How many Veea Inc. (VEEAW) shares does Ursula Burns beneficially own?

Ursula Burns beneficially owns 2,054,745 shares, equal to 4.0% of 50,182,879 outstanding shares as reported in the filing.

What contingent instruments are included in the 2,054,745-share total?

The total includes 960,061 outstanding shares, 121,326 earnout shares tied to VWAP thresholds, and warrants for 973,358 shares exercisable at $11.50.

When do the warrants and earnout conditions expire for VEEAW holdings?

The warrants expire September 13, 2029. The earnout vesting windows reference performance through September 13, 2034 or earlier on a change in control.

Does this filing indicate Ursula Burns is seeking control of Veea Inc.?

No. The certification in Item 10 states the securities were not acquired to change or influence control of the issuer.

At what exercise price can the warrants be converted into Veea Inc. shares?

Each warrant entitles the holder to purchase one share at an exercise price of $11.50 per share, subject to customary adjustments.