13 - COMMITMENTS AND CONTINGENCIES

 

Purchase Commitments with Contract Manufacturers and Suppliers

 

As of December 31, 2025, the Company had no unconditional purchase obligations for the purchase of goods or services from suppliers and contract manufacturers. Unconditional purchase obligations are obligations that are enforceable and legally binding on the Company and specify all significant terms, including quantities to be purchased, fixed, minimum or variable price provisions and the approximate timing of the transaction. Unconditional purchase obligations exclude agreements that are cancellable without penalty.

Leases

 

The Company leases office space in the U.S., including office space from related parties as disclosed in Note 13. Under the terms of the various lease agreements, the Company may bear certain costs such as maintenance, insurance and taxes. Lease agreements may provide for increasing rental payments at fixed intervals. The Company’s CEO has guaranteed the obligations under the office space leased in New Jersey. The Company also leases offices in the United Kingdom, France, and Mexico under short-term arrangements of twelve months or less.

 

   Year ended December 31, 
   2025   2024 
Lease cost:        
Operating lease costs        
Other than related parties  $117,637   $269,915 
Related parties   532,800    524,599 
Total   650,437    794,514 
           
Short-term lease cost          
Other than related parties   43,712    39,145 
Related parties   
-
    
-
 
Total   43,712    39,145 
           
Variable lease cost          
Other than related parties   
--
    9,893 
Related parties   
-
    
-
 
Total   
--
    9,893 
           
Total lease cost  $694,149   $843,552 

 

   Year Ended December 31, 
   2025   2024 
Cash paid for amounts included in the measurement of lease liabilities        
Operating lease costs        
Other than related parties  $121,851   $269,915 
Related parties   -    - 
Total  $121,851   $269,915 
           
Weight-average remaining lease term-operating leases          
Other than related parties   - years    0.4 years 
Related Parties   - years    - years 
Aggregate   - years    0.4 years 
          
Weight-average discount rate-operating leases          
Other than related parties   1.79%   1.79%
Related Parties   N/A%   N/A%
Aggregate   1.79%   1.79%

 

Operating lease liabilities are based on the net present value of the remaining lease payments over the remaining lease term. In determining the net present value of its lease payments, the Company used an estimated incremental borrowing rate that is applicable to the Company based on the information available at the later of the lease commencement date, lease modification date, or the date of adoption of ASC 842. As of December 31, 2025, there were no future contractual payments due on the leases.

Indemnifications

 

In the normal course of business, the Company has indemnification obligations to other parties, including customers, lessors, and parties to other transactions with us, with respect to certain matters. The Company has agreed to indemnify against losses arising from a breach of representations or covenants or out of intellectual property infringement or other claims made against certain parties. These agreements may limit the time or circumstances within which an indemnification claim can be made and the amount of the claim.

 

It is not possible to determine the maximum potential amount for claims made under the indemnification obligations due to uncertainties in the litigation process, coordination with and contributions by other parties and the defendants in these types of cases, and the unique facts and circumstances involved in each particular case and agreement. To date, the Company has made no indemnity payments. In addition, the Company has entered into indemnification agreements with its officers and directors, and its Amended and Restated Bylaws contain similar indemnification obligations to its agents.

 

Litigation

 

In the normal course of business, the Company may become involved in various lawsuits and legal proceedings. The Company accrues contingent liabilities when it is probable that future expenditures will be made, and such expenditures can be reasonably estimated. While the ultimate results of these matters cannot be predicted with certainty, management does not expect them to have a material adverse effect on the financial position or results of operations of the Company.

 

Other Commitments

 

In connection with the Business Combination, the Company agreed to pay certain legal expenses contingent upon the Closing of the Business Combination, certain of which expenses were mutually agreed to be deferred to periods after the Closing. As of December 31, 2025, the amount of the deferred fees totaled $2,257,457, recorded in deferred payables, current in the consolidated balance sheet.

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Historical Timeline

Fiscal YearFiled
2025Apr 15, 2026Showing above
2024Apr 15, 2025
2023Mar 1, 2024
2022Apr 17, 2023
2021Apr 22, 2022

About Commitments Disclosures

Commitments and contingencies disclosures catalog a company's off-balance-sheet obligations and legal exposures — purchase commitments, guarantee arrangements, pending litigation, and regulatory proceedings. These items represent potential future cash outflows that may not appear as liabilities on the balance sheet until they become probable and estimable.

Key signals: litigation reserves and disclosed loss ranges quantify management's estimate of legal exposure, but unquantified "reasonably possible" losses often represent the larger risk. Watch for changes in language around pending cases — shifts from "remote" to "reasonably possible" or increases in estimated loss ranges signal deteriorating outcomes. Unconditional purchase obligations and take-or-pay contracts create fixed cost structures that reduce operational flexibility. Guarantee arrangements for subsidiaries or joint ventures can create cascading obligations. Compare the total commitment schedule against projected free cash flow to assess whether the company can meet its obligations without additional financing.