Failure to Satisfy Listing Rule (Form 8-K)

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Noncompliance with Nasdaq Minimum Bid Price Requirement

On September 29, 2025, Veea Inc., a Delaware corporation (the "Company"), received a notice from the Listing Qualifications Department (the "Staff") of The Nasdaq Stock Market LLC ("Nasdaq"), notifying the Company that, because the closing bid price for its common stock has fallen below $1.00 per share for 30 consecutive business days, the Company no longer complies with the minimum bid price requirement for continued listing on the Nasdaq Global Market under Nasdaq Lising Rule 5550(a)(2) (the "Minimum Bid Price Requirement").

The notice has no immediate effect on the listing of the Company's common stock, par value $0.0001, and publicly tradable warrants (the "Public Warrants") on the Nasdaq Global Market and the common stock and the Public Warrants will continue to trade on The Nasdaq Global Market under the symbols "VEEA" and "VEEAW," respectively, at this time. Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided an initial compliance period of 180 calendar days, or until March 30, 2026, to regain compliance with the Minimum Bid Price Requirement. To regain compliance, the closing bid price of the Company's common stock must meet or exceed $1.00 per share for a minimum of 10 consecutive business days prior to March 30, 2026; provided, however, pursuant to Nasdaq Listing Rule 5810 (c)(3)(H), Nasdaq may, in its discretion, require the Company to satisfy the Minimum Bid Price Requirement for a period in excess of ten consecutive business days, but generally not more than 20 consecutive business days, before determining that the Company has demonstrated an ability to maintain long-term compliance with the Minimum Bid Price Requirement.

If the Company does not regain compliance with the Minimum Bid Price Requirement within by March 30, 2026, the Company may be eligible for an additional grace period. To qualify, the Company would be required to meet the continued listing requirements for all other continuing listing standards for the Nasdaq Capital Market , with the exception of the minimum bid price requirement, including regaining compliance with the continuing listing standards mentioned below of which it is currently not in compliance, and provide written notice of its intention to cure the minimum bid price deficiency during the second compliance period. If the Company meets these requirements, the Staff will grant an additional 180 calendar days for the Company to regain compliance with the Minimum Bid Price Requirement. If the Staff determines that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible for such additional compliance period, Nasdaq will provide notice that the Company's securities will be subject to delisting. The Company would have the right to appeal a determination to delist its securities, and the securities would remain listed on the Nasdaq Global Market until the completion of the appeal process.

The Company intends to monitor closing bid price for its common stock and may, if appropriate, consider available options to regain compliance with the Minimum Bid Price Requirement and continue the listing of its securities on Nasdaq.

Noncompliance with Nasdaq Minimum Market Value of Publicly Held Shares Requirement

On September 29, 2025, the Company received a notice from the Staff notifying the Company that, based on the market value of publicly held shares for the previous 30 consecutive business days, the listing of the Company's listed securities was not in compliance with Nasdaq Listing Rule 5450(b)(2)(C) to maintain a minimum market value of publicly held shares of $15,000,000 (the "MVPHS Rule").

The notice has no immediate effect on the listing of the Company's securities on The Nasdaq Global Market and the securities will continue to trade on The Nasdaq Global Market at this time. Pursuant to Nasdaq Listing Rule 5810(c)(3)(D), the Company has been provided a period of 180 calendar days, or until March 30, 2026, to regain compliance with the MVPHS Rule. To regain compliance during this 180-day compliance period, the minimum market value of publicly held shares must close at $15,000,000 or more for a minimum of 10 consecutive business days.