8-K

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 eventreported): January 8, 2026 (January 5,2026)

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:

Securities registered pursuant to Section 12(b) of the Act:

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.

On January 5, 2026, NLabs Inc, a Delaware corporation (“NLabs”) made an unsecured loan 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 loan was in the principal amount of $14,100,000 and evidenced by a Demand Promissory Note (the “Note”). Interest on the Note accrues and is 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 Note and accrued interest thereon is payable upon the earlier of March 31, 2026 and demand by NLabs. The Company may prepay the Note, in whole or in part, without penalty at any time. The proceeds of the Note were used by the Company to repay its existing line of credit facility with JP Morgan Chase Bank. The material terms of the repayment of the line of credit are summarized under Item 1.02 of this Current Report on Form 8-K.

Item 1.02 Termination of a Material Definitive Agreement.

On January 5, 2026, Veea Inc., a Delaware corporation (the “Company”), repaid in full its line of credit (the “Line of Credit”) with JP Morgan Chase (the “Bank”) by making a cash payment to the Bank of $14,076,218, representing the total outstanding principal and interest due as of January 5, 2026. In connection with the repayment, the Line of Credit and all commitments thereunder were terminated. Repayment of the Line of Credit was made with the proceeds of a loan made to the Company by NLabs Inc, a Delaware corporation (“NLabs”). The material terms of the loan are summarized under Item 1.01 of this Current Report on Form 8-K.

Item 2.03 Creation of a Direct Financial Obligation or an Obligationunder 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 Note to NLabs is hereby incorporated by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed with this Form 8-K:

1

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.

2

Exhibit 1.01

DEMAND PROMISSORY NOTE

FOR VALUE RECEIVED, VEEAINC., a Delaware corporation (the “Company”), hereby promises to pay to the order of NLabs Inc., a Delaware corporation or such holder’s assigns (“Holder”), the principal sum of FOURTEEN MILLION ONE HUNDRED THOUSANDDOLLARS AND NO CENTS ($14,100,000) (the “Principal Amount”) together with interest thereon from the date hereof to maturity at a simple interest at the rate of ten percent (10%) per annum, calculated on the basis of a 365-day year and actual days elapsed since the issuance of this Demand Promissory Note (this “Note”).

The Principal Amount is due on demand, and in the absence of any demand is due on March 31, 2026. All installments, prepayments, and other payments of principal and interest are payable to Holder in cash in immediately available funds to the account designed by Holder.

This Note may be prepaid, in whole or in part, without penalty at any time. At maturity, or upon demand or default or failure to pay any installment of principal and interest required herein, the entire balance shall be immediately due and payable.

Any remedy of Holder upon default of the Company shall be cumulative and not exclusive and choice of remedy shall be at the sole election of Holder. The Company agrees to pay all costs of collection, including reasonable attorney’s fees, whether or not any suit, civil action, or other proceeding at law or in equity, is commenced.

The Company waives demand, presentment for payment, protest and notice of protest and nonpayment of this Note and expressly agrees to remain bound for the payment of principal, interest and other sums provided for by the terms of this Note, notwithstanding any extension or extensions of the time of, or for the payment of, said principal.

No delay or omission on the part of the Lender or holder in exercising any rights shall operate as a waiver of such right.

This Note shall be governed by the laws of the State of New York, and each party hereto agrees to venue and jurisdiction in the federal and state courts located in New York, New York.

IN WITNESS WHEREOF, this Demand Promissory Note is executed as of the date first above written.