0001213900-23-087177 | 10-Q | XBRL Viewer

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Summary of Significant Accounting Policies (Details)	3 Months Ended		9 Months Ended
Summary of Significant Accounting Policies (Details)	Sep. 30, 2023 USD ($) shares	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($) shares	Sep. 30, 2022 USD ($)	Jul. 31, 2023 shares
Basis of Presentation and Summary of Significant Accounting Policies [Abstract]
Conversion ratio			0.8035
Revenue percentage			68.00%
Delivery revenue			$ 111,784	$ 35,049
Branding fees			45,250	25,640
Other revenue			7,792
Advertising expense	$ 0	$ 47,700	$ 184,000	$ 144,000
(in Shares) \| shares			4,372,601
Aggregate shares of common stock (in Shares) \| shares	7,978,616		7,978,616		7,978,616
Preferred stock converted into warrants (in Shares) \| shares	128,819		128,819

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2023

Basis of Presentation and Summary of Significant Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

4	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accounting and reporting policies of the Company conform to GAAP. The Company’s fiscal year is December 31.

Capital Stock Conversion

As a result of the Merger, each of Serve’s shares of capital stock issued and outstanding immediately prior to the closing of the Merger was converted into the right to receive 0.8035 shares of Patricia’s common stock (the “Common Share Conversion Ratio”). Accordingly, all share and per share amounts for all periods presented in the accompanying consolidated financial statements and notes thereto have been adjusted retroactively, where applicable, to reflect the Common Share Conversion Ratio. There was no effect on the number of shares of common stock or preferred stock authorized for issuance under the Company’s certificate of incorporation or the par value of such securities.

Principles of Consolidation

These condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Serve Operating Co. and Serve Robotics Canada Inc. All inter-company transactions and balances have been eliminated on consolidation.

Unaudited Interim Financial Information

The unaudited interim condensed financial statements and related notes have been prepared in accordance with GAAP for interim financial information, within the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). Certain information and disclosures normally included in the annual consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. The unaudited interim financial statements have been prepared on a basis consistent with the audited financial statements and in the opinion of management, reflect all adjustments, consisting of only normal recurring adjustments, necessary for the fair presentation of the results for the interim periods presented and of the financial condition as of the date of the interim balance sheet. The financial data and the other information disclosed in these notes to the interim financial statements related to the nine-month periods are unaudited. Unaudited interim results are not necessarily indicative of the results for the full fiscal year.

The accompanying unaudited interim condensed financial statements should be read in conjunction with the Company’s audited financial statements and the notes thereto for the year ended December 31, 2022 included in the Form 8-K filed with the SEC on August 4, 2023.

Use of Estimates

The preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions reflected in these financial statements include, but are not limited to, valuation of future equity obligations and stock-based compensation. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates when there are changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates.

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company generally maintains balances in various operating accounts at financial institutions that management believes to be of high credit quality, in amounts that may exceed federally insured limits. The Company has not experienced any losses related to its cash and cash equivalents and does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. As of September 30, 2023 and December 31, 2022, the Company’s cash and cash equivalents were held at one accredited financial institution. As of September 30, 2023 and December 31, 2022, the Company had balances in excess of insured amounts, respectively.

Concentrations

During the nine months ended September 30, 2023, one customer accounted for 68% of revenue.

Cash and Cash Equivalents

The Company considers all highly liquid investments with maturities of three months or less at the date of purchase to be cash equivalents.

Fair Value Measurements

Certain assets and liabilities of the Company are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable:

●

Level 1—Quoted prices in active markets for identical assets or liabilities.

●

Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data.

●

Level 3—Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques.

The carrying values of the Company’s accounts receivable, prepaid expenses and accounts payable and accrued expenses approximate their fair values due to the short-term nature of these assets and liabilities.

See Notes 4 and 7 for fair value disclosures of future equity obligations.

Accounts Receivable

Accounts receivable are derived from services delivered to customers and are stated at their net realizable value. The Company accounts for allowance for doubtful accounts under ASC 310-10-35. Each month, the Company reviews its receivables on a customer-by-customer basis and evaluates whether an allowance for doubtful accounts is necessary based on any known or perceived collection issues. Any balances that are eventually deemed uncollectible are written off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. As of September 30, 2023 and December 31, 2022, the Company determined there was no allowance for doubtful accounts necessary.

Inventory

Inventory is stated at the lower of cost or market value and accounted for using the specific identification cost method. As of September 30, 2023 and December 31, 2022, inventory primarily consists of robotic component parts from the Company’s suppliers. Management reviews its inventory for obsolescence and impairment annually and did not record a reserve for obsolete inventory for the nine months ended September 30, 2023 and 2022.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. Depreciation expense is recognized using the straight-line method over the estimated useful life of the asset, which is three (3) to five (5) years for office equipment and two (2) years for the Company’s robot assets. Estimated useful lives are periodically assessed to determine if changes are appropriate. Maintenance and repairs are charged to expense as incurred. When assets are retired or otherwise disposed of, the cost of these assets and related accumulated depreciation or amortization are eliminated from the balance sheets and any resulting gains or losses are included in the statement of operations in the period of disposal. (See Note 5).

Impairment of Long-Lived Assets

The Company accounts for long-lived assets in accordance with the provisions of ASC 360-10-35, Property, Plant and Equipment, Impairment or Disposal of Long-lived Assets. The Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.

Deferred Offering Costs

The Company complies with the requirements of FASB ASC 340-10-S99-1 with regards to offering costs. Prior to the completion of an offering, offering costs are capitalized. The deferred offering costs are charged to additional paid-in capital or as a discount to debt, as applicable, upon the completion of an offering or to expense if the offering is not completed. As of September 30, 2023, there were no deferred offering costs.

Convertible Instruments

GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule is when the host instrument is deemed to be conventional as that term is described under applicable GAAP.

Subscription Receivable

The Company records stock issuances at the effective date. If the subscription is not funded upon issuance, the Company records an escrow receivable as an asset on a balance sheet. When subscription receivables are not received prior to the issuance of financial statements at a reporting date in satisfaction of the requirements under FASB ASC 505-10-45-2, the subscription is reclassified as a contra account to stockholders’ equity on the consolidated balance sheet.

Revenue Recognition

The Company accounts for revenue under ASC 606, Revenue from Contracts with Customers. The Company determines revenue recognition through the following steps:

●

Identification of a contract with a customer;

●

Identification of the performance obligations in the contract;

●

Determination of the transaction price;

●

Allocation of the transaction price to the performance obligations in the contract; and

●

Recognition of revenue when or as the performance obligations are satisfied.

Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. As a practical expedient, the Company does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less.

To date, the Company has generated initial revenues from its delivery services as well as branding fees. For delivery services, the Company satisfies its performance obligation when the delivery is complete, which is the point in time control of the delivered product transfers to the customer. The Company recognizes branding fees over time as performance obligations are completed over the term of the agreement.

During the nine months ended September 30, 2023, delivery revenue was $111,784, branding fees were $45,250 and other revenue was $7,792, respectively. During the nine months ended September 30, 2022, delivery revenue was $35,049 and branding fees were $25,640, respectively.

Cost of Revenue

Cost of revenue consists primarily of allocations of depreciation on robot assets used for revenue producing activities, personnel time related to revenue activities, and costs related to data, software and similar costs that allow the robots to function as intended and for the Company to communicate with the robots while in service.

Sales and Marketing

Sales and marketing expenses include personnel costs and public relations expenses. Advertising costs are expensed as incurred and included in sales and marketing expenses. Advertising expense were approximately $0 and $47,700 for the three months ended September 30, 2023 and 2022, and $184,000, and $144,000 for the nine months ended September 30, 2023 and 2022, all respectively.

Operations

Operations expenses primarily consist of costs for field operations personnel.

General and Administrative Expenses

General and administrative expenses primarily consist of personnel-related expenses for executive management and administrative functions, including finance and accounting, legal, and human resources, as well as general corporate expenses and general insurance. General and administrative expenses also include depreciation on property and equipment as well as amortization of right of use assets. These costs are expensed as incurred.

Research and Development Costs

Costs incurred in the research and development of the Company’s products are expensed as incurred. Research and development costs include product design, hardware and software costs.

Leases

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2016 02, Leases (ASC 842). This ASU requires a lessee to recognize a right-of-use asset and a lease liability under most operating leases in its balance sheet. The ASU is effective for annual and interim periods beginning after December 15, 2021. Early adoption is permitted. The Company adopted ASC 842 on January 1, 2022 using the modified retrospective approach. The Company elected the package of practical expedients available for existing contracts, which allowed the Company to carry forward our historical assessments of lease identification, lease classification, and initial direct costs and did not require retrospective medication. The Company also elected a policy to not apply the recognition requirements of ASC 842 for short-term leases with a term of 12 months or less.

The Company determines if an arrangement is a lease, or includes an embedded lease, at inception for each contract or agreement. A contract is or contains an embedded lease if the contract meets all of the below criteria:

(i)

there is an identified asset

(ii)

the Company obtains substantially all of the economic benefits of the asset

(iii)

the Company has the right to direct the use of the asset

The Company’s operating lease agreements include office and warehouse space. ROU assets represent the right to use an underlying asset for the lease term and operating lease liabilities represent the obligation to make payments arising from the lease or embedded lease. Operating lease ROU assets and operating lease liabilities are recognized at commencement date based on the present value of the future minimum lease payments over the lease term. As most leases do not provide an implicit rate, the Company uses an incremental borrowing rate that is based on the estimated rate of interest for a collateralized borrowing of a similar asset, using a similar term as the lease payments at the commencement date. Indirect capital costs are capitalized and included in the ROU assets at commencement.

The operating lease ROU assets and operating lease liabilities include any lease payments made, including any variable amounts that are based on an index or rate, and exclude lease incentives. Variability that is not due to an index or rate, such as payments made based on hourly rates, are excluded from the lease liability. Lease terms may include options to extend or terminate the lease.

Renewal option periods are included within the lease term and the associated payments are recognized in the measurement of the operating ROU asset and operating lease liability when they are at our discretion and considered reasonably certain of being exercised. Over the lease term, the Company uses the effective interest rate method to account for the lease liability as lease payments are made and the ROU asset is amortized in a manner that results in straight-line expense recognition. (See Note 10).

Net Loss per Share

Net earnings or loss per share is computed by dividing net income or loss by the weighted-average number of common shares outstanding during the period, excluding shares subject to redemption or forfeiture. The Company presents basic and diluted net earnings or loss per share. Diluted net earnings or loss per share reflect the actual weighted average of common shares issued and outstanding during the period, adjusted for potentially dilutive securities outstanding. Potentially dilutive securities are excluded from the computation of the diluted net loss per share if their inclusion would be anti-dilutive. As all potentially dilutive securities are anti-dilutive as of September 30, 2023 and December 31, 2022, diluted net loss per share is the same as basic net loss per share for each period. Potentially dilutive items outstanding as of September 30, 2023 and 2022 is as follows:

	September 30,
	2023		2022
Series Seed preferred stock (convertible to common stock)		-		3,091,672
Series Seed-1 preferred stock (convertible to common stock)		-		2,440,412
Series Seed-2 preferred stock (convertible to common stock)		-		2,088,696
Series Seed-3 preferred stock (convertible to common stock)		-		357,836
Common stock warrants		142,730		54,203
Preferred stock warrants		-		128,819
Stock options		1,594,800		941,406
Unvested restricted common stock issued not outstanding		326,839		-
Total potentially dilutive shares		2,064,369		9,103,044

Excluded in the table of September 30, 2022 are the number of shares that would be issuable upon the conversion of Simple Agreements for Future Equity, for which the number of shares are indeterminable as of September 30, 2022. Upon consummation of the Merger, all outstanding SAFEs were converted into 4,372,601 shares of common stock (see Notes 4, 7 and 8).

Upon the Merger, all outstanding shares of preferred stock were converted into an aggregate of 7,978,616 shares of common stock. Furthermore, all outstanding warrants to purchase shares of Series Seed preferred stock were converted into 128,819 warrants to purchase shares of common stock.

Recently Adopted Accounting Pronouncements

Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying financial statements. As new accounting pronouncements are issued, the Company will adopt those that are applicable under the circumstances.

Document And Entity Information - shares	9 Months Ended
Document And Entity Information - shares	Sep. 30, 2023	Nov. 14, 2023
Document Information Line Items
Entity Registrant Name	SERVE ROBOTICS INC.
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		24,832,814
Amendment Flag	false
Entity Central Index Key	0001832483
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Sep. 30, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	false
Entity Ex Transition Period	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	000-56237
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-3844872
Entity Address, Address Line One	730 Broadway
Entity Address, City or Town	Redwood City
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94063
City Area Code	(818)
Local Phone Number	860-1352
Entity Interactive Data Current	Yes

Stock-Based Compensation (Details) - Schedule of Stock-Based Compensation Expense - Stock Options [Member] - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Stock-Based Compensation (Details) - Schedule of Stock-Based Compensation Expense [Line Items]
General and administrative	$ 33,239	$ 12,527
Operations	27,902	7,662
Research and development	232,182	91,552
Sales and marketing	10,933	2,065
Stock-based compensation expense	$ 304,256	$ 113,806

Stock-Based Compensation (Details) - Schedule of Stock Options were Valued Using the Range of Inputs	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Stock-Based Compensation (Details) - Schedule of Stock Options were Valued Using the Range of Inputs [Line Items]
Risk-free interest rate	4.18%	3.01%
Expected term (in years)		6 years 3 months 7 days
Expected volatility		79.10%
Expected dividend yield		0.00%
Minimum [Member]
Stock-Based Compensation (Details) - Schedule of Stock Options were Valued Using the Range of Inputs [Line Items]
Risk-free interest rate	3.58%
Expected term (in years)	5 years 6 months 7 days
Expected volatility	75.00%
Expected dividend yield	0.00%
Maximum [Member]
Stock-Based Compensation (Details) - Schedule of Stock Options were Valued Using the Range of Inputs [Line Items]
Risk-free interest rate	3.91%	1.90%
Expected term (in years)	6 years 3 months 7 days	6 years 7 days

Property and Equipment, Net

9 Months Ended

Sep. 30, 2023

Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT, NET

5.	PROPERTY AND EQUIPMENT, NET

The following is a summary of property and equipment:

	September 30, 2023			December 31, 2022
Office equipment	$	248,240		$	245,747
Robot assets		3,561,288			3,561,288
Total		3,809,528			3,807,035
Less: accumulated depreciation		(1,827,527	)		(430,608	)
Property and equipment, net	$	1,982,001		$	3,376,427

Depreciation expense was $1,396,919 and $40,521 for the nine months ended September 30, 2023 and 2022, respectively.

Stockholders’ Equity

9 Months Ended

Sep. 30, 2023

Stockholders’ Equity [Abstract]

STOCKHOLDERS’ EQUITY

8.	STOCKHOLDERS’ EQUITY

Preferred Stock

Before the consummation of the Merger, the Company had issued Series Seed, Series Seed-1, Series Seed-2 and Series Seed-3 convertible preferred stock (collectively referred to as “Preferred Stock”). The Company’s certificate of incorporation, as amended and restated, had authorized the Company to issue a total of 10,090,150 shares of Preferred Stock, of which 4,008,079 shares were designated as Series Seed Preferred Stock, 3,037,227 shares were designated as Series Seed-1 Preferred Stock, 2,599,497 shares were designated as Series Seed-2 Preferred Stock and 445,437 shares were designated as Series Seed-3 Preferred Stock.

The liquidation preferences were as follows:

	September 30,		December 31,
	2023		2022
Series Seed preferred stock	$	-	$	9,641,998
Series Seed-1 preferred stock		-		2,972,910
Series Seed-2 preferred stock		-		4,559,832
Series Seed-3 preferred stock		-		1,004,375
	$	-	$	18,179,115

Upon the Merger, there were 10,000,000 shares of preferred stock, par value $0.0001 per share, authorized for issuance.

Transactions

In February 2022, the Company issued 257,639 shares of Series Seed Preferred Stock for gross proceeds of $999,999, or $3.88 per share.

Upon consummation of the Merger in July 2023, all shares of Serve Preferred Stock were converted into 7,978,616 shares of common stock of the newly merged entity.

Common Stock

Upon the Merger, the Company has authorized 300,000,000 shares of common stock, par value $0.0001 per share.

Dividend Rights

Subject to applicable law and the rights and preferences, if any, of any holders of any outstanding series of preferred stock, the holders of our common stock are entitled to receive dividends if our board of directors, in its discretion, determines to issue dividends and then only at the times and in the amounts that our board of directors may determine, payable either in cash, in property or in shares of capital stock.

Voting Rights

Holders of our common stock are entitled to one vote for each share of common stock held on all matters submitted to a vote of stockholders. Except as otherwise required by law, holders of common stock are not entitled to vote on any amendment to the amended and restated certificate of incorporation (including any certificate of designation relating to any series of preferred stock) that relates solely to the terms of one or more outstanding series of preferred stock if the holders of such affected series are entitled, either separately or together as a class with the holders of one or more other such series, to vote on such amendment pursuant to the amended and restated certificate (including any certificate of designation relating to any series of preferred stock). We have not provided for cumulative voting for the election of directors in our amended and restated certificate of incorporation. Accordingly, holders of a majority of the shares of our common stock will be able to elect all of our directors. Our amended and restated certificate of incorporation establishes a classified board of directors, divided into three classes with staggered three-year terms. Only one class of directors will be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms.

Transactions

Immediately following the Merger, the Company issued 2,782,378 shares of common stock pursuant to a private placement offering for gross proceeds of $11,129,512, or at a purchase price of $4.00 per share. On August 31, 2023, the Company issued an additional 257,762 shares of common stock pursuant to the private placement offering for gross proceeds of $1,031,048, or $4.00 per share. The private placement offerings are referred to herein as the “Private Placement.”

Upon consummation of the Merger, Patricia’s predecessor shares converted into 1,500,000 shares of common stock of the newly merged entity.

Upon consummation of the Merger, all outstanding SAFEs were converted into 4,372,601 shares of common stock (see Notes 4 and 7).

Upon consummation of the Merger, the outstanding convertible note and related derivative liability was converted into 937,961 shares of common stock (see Notes 4 and 6).

Upon consummation of the Merger, all shares of Serve Preferred Stock were converted into 7,978,616 shares of common stock.

Restricted Common Stock

During 2022, the Company issued 338,121 shares of restricted common stock for recourse notes totaling $164,116. The shares were issued with a corresponding note receivable, a recourse loan that was collateralized by the underlying shares. The Company plans to enforce the recourse terms for the holders. As such, in accordance with ASC 505-10-45-2, the Company recognized a subscription receivable of $165,719, inclusive of interest on the note, which is included as a contra-equity on the consolidated balance sheets. The Company recorded a corresponding restricted stock award liability of $162,747 for the potential settlement if the call right for the shares of restricted common stock is exercised and unvested shares repurchased. The Company reduced the liability and increased additional paid-in capital for the value of the note associated with vested shares no longer subject to the call right. During the nine months ended September 30, 2023, 8,375 shares of restricted common stock vested for a value of $10,302. As of September 30, 2023, the subscription receivable balance was $168,516 and the corresponding restricted stock award liability was $159,716.

As of September 30, 2023, inclusive of founders’ restricted stock issued in 2021, 3,185,037 shares of common stock had vested and 6,533,167 total shares of common stock were outstanding. Total issued shares of common stock were 6,860,053, which includes the shares of restricted stock issued with the recourse note.

During the nine months ended September 30, 2023 and 2022, the Company recorded stock-based compensation pertaining to vesting of restricted common stock of $218,453 and $72,300, respectively.

During the nine months ended September 30, 2023 and 2022, the Company repurchased restricted stock awards of 301,600 and 240,700 shares of common stock, respectively, for nominal value.

- Definition

The entire disclosure for equity.

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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 16
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-16

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

+ Details

Reverse Merger Accounting

9 Months Ended

Sep. 30, 2023

Reverse Merger Accounting [Abstract]

REVERSE MERGER ACCOUNTING

3.	REVERSE MERGER ACCOUNTING

On July 31, 2023, Acquisition Sub, merged with and into the Company. Pursuant to the Merger, the Company was the surviving corporation and became Patricia’s wholly owned subsidiary, and all of the outstanding stock of Serve was converted into shares of Patricia’s common stock. All of Serve’s outstanding warrants and options were assumed by Patricia. Following the consummation of the Merger, Serve changed its name to “Serve Operating Co.”

The merger was accounted for as a reverse-merger, and recapitalization in accordance with generally accepted accounting principles in the United States (“GAAP”). Serve Robotics Inc. was the acquirer for financial reporting purposes and the Company was the acquired company. Consequently, the assets and liabilities and the operations that are reflected in the historical financial statements prior to the merger are those of Serve Robotics Inc. and have been recorded at the historical cost basis of Serve Robotics Inc., and the financial statements after completion of the merger include the assets and liabilities of the Company and Serve Robotics Inc., historical operations of Serve Robotics Inc. and operations of the Company from the closing date of the merger. Common stock and the corresponding capital amounts of the Company pre-merger were retroactively restated as capital stock shares reflecting the exchange ratio in the merger. In conjunction with the merger, the Company received no cash and assumed no liabilities from Patricia Acquisition Corp.

Property and Equipment, Net (Tables)

9 Months Ended

Sep. 30, 2023

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment:

The following is a summary of property and equipment:

	September 30, 2023			December 31, 2022
Office equipment	$	248,240		$	245,747
Robot assets		3,561,288			3,561,288
Total		3,809,528			3,807,035
Less: accumulated depreciation		(1,827,527	)		(430,608	)
Property and equipment, net	$	1,982,001		$	3,376,427

Stock-Based Compensation (Details) - USD ($)	9 Months Ended
Stock-Based Compensation (Details) - USD ($)	Sep. 30, 2023	Sep. 30, 2022
Stock-Based Compensation [Line Items]
share issued	1,594,800
Percentage of common stock issued and outstanding	4.00%
Share authorized	4,870,663
Shares available	3,275,863
Expiration of outstanding options	8 years 9 months 14 days
Stock based compensation expense (in Dollars)	$ 85,803	$ 41,506
Total unrecognized compensation (in Dollars)	$ 521,000
Weighted average period	3 years 11 months 26 days
Warrants purchase	1,079,290
Percentage of common stock	8.00%
Exercise price of per share (in Dollars per share)	$ 2.66
Warrants issued	468,971
Common Stock Fair Value (in Dollars per share)	$ 4
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Exercise Price (in Dollars per share)	$ 3.2
Sharebased Compensation Arrangement By Sharebased Payment Award Fair Value Assumptions Expected Term2	3 years
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Minimum	75.00%
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate	4.18%	3.01%
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition (in Dollars)	$ 991,000
Private Placement [Member]
Stock-Based Compensation [Line Items]
Warrants purchase	392,927
Exercise price of per share (in Dollars per share)	$ 4
Warrants issued	142,927
Common Stock [Member]
Stock-Based Compensation [Line Items]
Warrants purchase	17,314
Percentage of common stock	50.00%
Exercise price of per share (in Dollars per share)	$ 3.2
Preferred Stock [Member]
Stock-Based Compensation [Line Items]
Warrants purchase	160,323
Warrants [Member]
Stock-Based Compensation [Line Items]
Exercise price of per share (in Dollars per share)	$ 0.001
Warrants issued	250,000
Patricia’s Common Stock [Member]
Stock-Based Compensation [Line Items]
Warrants purchase	13,911
Patricia’s Common Stock [Member] \| Preferred Stock [Member]
Stock-Based Compensation [Line Items]
Warrants purchase	128,819
Investors [Member]
Stock-Based Compensation [Line Items]
Exercise price of per share (in Dollars per share)	$ 3.2
Bridge Brokers [Member]
Stock-Based Compensation [Line Items]
Warrants issued	74,662

Unaudited Condensed Consolidated Statements of Operations (Unaudited) (Parentheticals) - $ / shares	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Statement [Abstract]
Weighted average common shares outstanding - diluted	18,528,262	6,871,200	10,674,991	6,990,773
Net loss per share of common stock, diluted	$ (0.41)	$ (0.78)	$ (1.66)	$ (2.09)

- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-3

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482635/260-10-55-15

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (e)(4)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-7

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-2

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 60B
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-4

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482662/260-10-50-1

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(25))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(27))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(23))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1

Reference 15: http://www.xbrl.org/2003/role/exampleRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 52
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482635/260-10-55-52

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-7

+ Details

Fair Value Measurements (Details) - Schedule of Changes in Fair Value	9 Months Ended
	Sep. 30, 2023 USD ($)
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items]
Outstanding as of December 31, 2022	$ 13,150,745
Issuance of simple agreements for future equity	2,666,953
Issuance of embedded derivative liability	601,000
Change in fair value	1,821,706
Conversion to common stock before APO	(18,240,404)
Outstanding as of September 30, 2023
Simple Agreement for Future Equity [Member]
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items]
Outstanding as of December 31, 2022	13,150,745
Issuance of simple agreements for future equity	2,666,953
Issuance of embedded derivative liability
Change in fair value	1,672,706
Conversion to common stock before APO	(17,490,404)
Outstanding as of September 30, 2023
Embedded Derivative Liability [Member]
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items]
Outstanding as of December 31, 2022
Issuance of simple agreements for future equity
Issuance of embedded derivative liability	601,000
Change in fair value	149,000
Conversion to common stock before APO	(750,000)
Outstanding as of September 30, 2023

Stock-Based Compensation (Details) - Schedule of Information Related to Stock Options - USD ($)	9 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Schedule of Summary of Information Related to Stock Options [Abstract]
Stock options, Outstanding as of Begining balance	861,309
Weighted Average Exercise Price, Outstanding as of Begining balance	$ 0.49
Intrinsic Value, Outstanding as of Begining balance
Stock options, Granted	765,477
Weighted Average Exercise Price, Granted	$ 0.75
Stock options, Exercised
Weighted Average Exercise Price, Exercised
Stock options, Forfeited	(31,985)
Weighted Average Exercise Price, Forfeited	$ 0.49
Stock options, Outstanding as of Ending balance	1,594,800
Weighted Average Exercise Price, Outstanding as of Ending balance	$ 0.61
Intrinsic Value, Outstanding as of Ending balance	$ 5,405,876
Stock options, Exercisable as of balance	296,057	170,125
Weighted Average Exercise Price, Exercisable as of balance	$ 0.51	$ 0.49
Intrinsic Value, Exercisable as of balance	$ 1,292,215

Nature of Operations

9 Months Ended

Sep. 30, 2023

Nature of Operations [Abstract]

NATURE OF OPERATIONS

1	NATURE OF OPERATIONS

On July 31, 2023, the board of directors of Patricia Acquisition Corp., a Delaware corporation (“Patricia”) and all of its pre-Merger (as defined below) stockholders approved a restated certificate of incorporation, which was effective upon its filing with the Secretary of State of the State of Delaware on July 31, 2023, and through which Patricia changed its name to “Serve Robotics Inc.”

Serve Operating Co. (formerly known as Serve Robotics Inc.) (the “Company” or “Serve”) is a corporation formed on January 15, 2021 under the laws of the State of Delaware. The Company is developing next generation robots for last-mile delivery services. The Company is headquartered in Redwood City, California.

In February 2021, the Company entered into a contribution and license agreement with Postmates, LLC, a Delaware limited liability company (“Postmates”). Pursuant to the agreement, Postmates transferred over certain contracts and agreements, intellectual property and patents and hardware and equipment to the Company. As the contribution was without consideration, the agreement did not have any effect on the Company’s consolidated financial statements.

On July 31, 2023, Patricia’s wholly-owned subsidiary, Serve Acquisition Corp., a corporation formed in the State of Delaware on July 10, 2023 (“Acquisition Sub”), merged with and into the Company. Pursuant to this transaction (the “Merger”), the Company was the surviving corporation and became Patricia’s wholly owned subsidiary, and all of the outstanding stock of Serve was converted into shares of Patricia’s common stock. All of Serve’s outstanding warrants and options were assumed by Patricia. Following the consummation of the Merger, Serve changed its name to “Serve Operating Co.”

Following the closing of the Merger, Patricia Acquisition Corp. changed its name to Serve Robotics Inc.

As a result of the Merger, Patricia acquired the business of Serve and will continue the existing business operations of Serve as a public reporting company under the name Serve Robotics Inc. In accordance with “reverse merger” or “reverse acquisition” accounting treatment, the Company was determined the accounting acquirer. Patricia’s historical financial statements before the Merger has been replaced with the historical financial statements of Serve before the Merger in filings with the SEC since the Merger unless otherwise noted.

Commitments and Contingencies

9 Months Ended

Sep. 30, 2023

Commitments and Contingencies [Abstract]

COMMITMENTS AND CONTINGENCIES

10.

COMMITMENTS AND CONTINGENCIES

Leases – Right of Use Asset and Liability

The components of lease costs are as follows:

		Nine Months Ended
	Financial Statement	September 30,
Type	Line Item	2023		2022
Operating lease	General and administrative	$	275,544	$	304,864
Operating lease	Operations		326,462		102,242
Operating lease	Research and development		154,564		97,954
Total lease costs		$	756,570	$	505,060

Supplemental cash flow information related to leases are as follows:

	Nine Months Ended
	September 30,
	2023		2022
Operating cash flows paid for operating leases	$	411,393	$	252,997
Right-of-use assets obtained in exchange for operating lease obligations	$	-	$	1535,230

Supplemental balance sheet information related to leases are as follows:

	September 30,			December 31,
	2023			2022
Weighted-average remaining lease term (in years)		1.55			2.30
Weighted-average discount rate		7.25	%		7.25	%

Finance Lease – Failed Sales-Leaseback

In November 2022, the Company entered into a lease agreement with Farnam Capital for its next-generation of robot assets. As per ASC 842-40-25-1, the transaction was considered a failed sales-leaseback and therefore the lease was accounted for as a financing agreement. In total, the Company received proceeds of $3,561,288 related to robot assets constructed with the same value that are held as collateral. The agreement calls for monthly payments through October 31, 2024 of $189,262 and required a security deposit of $378,524. During the nine months ended September 30, 2023, the Company made repayments totaling $1,658,359. The outstanding liability at September 30, 2023 was $2,418,969. The Company has the option to purchase the assets at the end of the lease for 40% of the original equipment cost.

Commitments

On December 31, 2021, the company entered into a strategic supply agreement with a manufacturer of component parts used for the Company’s robot assets. The agreement calls for a minimum of $2.3 million in purchases over a two-year period ending December 2023. At the end of the two-year period, the vendor may invoice the Company for any shortfall in orders.

The company has minimum spend agreements related to simulation software and storage services. The purchase commitments extend for a period of two to three years.

Contingencies

The Company may be subject to pending legal proceedings and regulatory actions in the ordinary course of business. The results of such proceedings cannot be predicted with certainty, but the Company does not anticipate that the final outcome arising out of any such matters will have a material adverse effect on its business, financial condition or results of operations.

Unaudited Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Statement [Abstract]
Revenues	$ 62,565	$ 33,333	$ 164,826	$ 60,689
Cost of revenues	572,537	341,517	1,331,165	721,198
Gross loss	(509,972)	(308,184)	(1,166,339)	(660,509)
Operating expenses:
General and administrative	1,428,143	952,553	3,414,949	2,666,005
Operations	558,068	681,434	1,672,403	1,555,841
Research and development	2,962,812	3,261,785	7,171,446	9,275,252
Sales and marketing	118,793	120,537	481,511	398,635
Total operating expenses	5,067,816	5,016,309	12,740,309	13,895,733
Loss from operations	(5,577,788)	(5,324,493)	(13,906,648)	(14,556,242)
Other income (expense), net:
Interest expense, net	(1,483,390)	(34,112)	(2,021,996)	(49,028)
Change in fair value of derivative liability	(149,000)		(149,000)
Change in fair value of simple agreements for future equity	(435,794)		(1,672,706)	4,506
Total other income (expense), net	(2,068,184)	(34,112)	(3,843,702)	(44,522)
Provision for income taxes
Net loss	$ (7,645,972)	$ (5,358,605)	$ (17,750,350)	$ (14,600,764)
Weighted average common shares outstanding - basic (in Shares)	18,528,262	6,871,200	10,674,991	6,990,773
Net loss per common share - basic (in Dollars per share)	$ (0.41)	$ (0.78)	$ (1.66)	$ (2.09)

Note Payable (Details) - USD ($)	1 Months Ended	3 Months Ended		9 Months Ended		12 Months Ended
Note Payable (Details) - USD ($)	Apr. 30, 2023	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Jun. 30, 2023	Mar. 01, 2022
Notes Payable [Line Items]
Repayment of debt				$ 1,658,359
Interest expense		$ 1,483,390	$ 34,112	2,021,996	$ 49,028
Amortization of debt discount				816,715	9,167
Debt incurred cost				63,840
Converted shares (in Shares)						4,372,601
Proceeds of note payable				750,000	2,500,000
Silicon Valley Bank [Member]
Notes Payable [Line Items]
Promissory note principal amount			$ 83,333		$ 83,333			$ 2,500,000
Bearing interest rate								3.25%
Repayment of debt				750,000
Note payable outstanding		$ 1,500,000		1,500,000
Interest expense				$ 58,315
Warrants have an exercise price (in Dollars per share)		$ 0.49		$ 0.49
Warrant exercisable				12 years
Debt discount amortized interest expense				$ 49,000
Amortization of debt discount				12,250
Silicon Valley Bank [Member] \| Minimum [Member]
Notes Payable [Line Items]
Net of unamortized discount		$ 23,150		23,150
Silicon Valley Bank [Member] \| Maximum [Member]
Notes Payable [Line Items]
Net of unamortized discount		1,476,850		1,476,850
Short-Term Notes [Member]
Notes Payable [Line Items]
Proceeds from short-term				750,000
Loans unpaid principal amount		$ 18		$ 18
Notes exit fee rate		16.00%		16.00%
Repaid notes payable				$ 920,015
Convertible Notes Payable [Member]
Notes Payable [Line Items]
Debt discount amortized interest expense				$ 804,465
Financing cost	$ 3,001,500
Net proceeds cost	2,798,410
Debt incurred cost	$ 203,090
Repayment rate	80.00%
Converted shares (in Shares)	937,961
Converted price (in Dollars per share)	$ 3.2	$ 3.2		$ 3.2
Debt discount amortized cost				$ 601,000
Debt additional paid-in capital				$ 750,000
Warrants to purchase common stock rate				50.00%
Warrants purchase				8.00%
Debt conversion converted instrument conversion price (in Dollars per share)				$ 3.2
Convertible Notes Payable [Member] \| Minimum [Member]
Notes Payable [Line Items]
Unamortized discount		$ 0		$ 0
Convertible Notes Payable [Member] \| Maximum [Member]
Notes Payable [Line Items]
Unamortized discount		0		$ 0
Convertible Notes Payable [Member] \| Bear Interest Payable [Member]
Notes Payable [Line Items]
Bearing interest rate	10.00%
Serve – Chief Executive Officer [Member]
Notes Payable [Line Items]
Repayment rate				16.00%
Proceeds of note payable				$ 449,000
Note payable interest rate							7.67%
Outstanding note payable		$ 151,500		$ 151,500
Serve – Chief Executive Officer [Member] \| Note Payable – Related Party [Member]
Notes Payable [Line Items]
Note fees				$520,840

Note Payable

9 Months Ended

Sep. 30, 2023

Notes Payable [Abstract]

NOTE PAYABLE

6.	NOTE PAYABLE

Silicon Valley Bank

In March 2022, the Company entered into a promissory note with Silicon Valley Bank (“SVB”) for a principal amount of $2,500,000. The note matures on March 1, 2025 and bears interest at the greater of 3.25% or prime rate. The loan had interest-only payments through September 2022, and then requires monthly principal payments of $83,333, plus interest, beginning October 2022. During the nine months ended September 30, 2023, the Company made repayments approximately $750,000 and $1,500,000 remained outstanding. Interest expense was $58,315 for the nine months ended September 30, 2023, all of which was paid. The note is subject to subordination related to leased assets of the Company.

In connection with the note, the Company issued SVB 40,292 warrants to purchase common stock. The warrants have an exercise price of $0.49 per share, are immediately exercisable and have a term of 12 years. The fair value of the warrant was $49,000, which was recognized as a debt discount and will be amortized to interest expense over the life of the note. During the nine months ended September 30, 2023, amortization of debt discount was $12,250. Upon the Merger, all warrants were no longer outstanding.

As of September 30, 2023, note payable, net of unamortized discount of $23,150, was $1,476,850.

Short-Term Notes

Prior to the Merger, the Company received $750,000 in proceeds from short-term notes. The loans accrued interest on the unpaid principal amount at a rate of 18% per annum. Each holder of the notes was entitled to an exit fee equal to 16% of the stated principal amount of such holder’s note, less the total amount of interest that accrued on such note prior to the closing of the Merger (the “Exit Fee”). Upon the Merger, the Company fully repaid the notes and exit fee for a total of $920,015.

Convertible Note Payable

In April 2023, the Company received bridge financing totaling $3,001,500 in principal for which the Company received $2,798,410 in net proceeds (the “April Notes”). As a result, the Company incurred fees of $203,090 which was recorded as a debt discount. The April Notes bore interest at 10% per annum and are payable six months from the date of the bridge financing, subject to conversion. The April Notes were convertible into shares of common stock at a conversion price equal to 80% of the price per the PIPE offering (the “Private Placement”), which initially closed simultaneously with the Merger on July 31, 2023 (see Note 8). Upon the closing of the Merger and the initial closing of the Private Placement, the outstanding principal amount of the Bridge Notes was automatically converted into 937,961 shares of common stock at a conversion price of $3.20 per share. Furthermore, accrued interest on the April Notes were forgiven; therefore, no interest was recognized as of the closing of the Merger.

The Company evaluated the terms of the conversion features of the April Notes as noted above in accordance with ASC Topic No. 815 – 40, Derivatives and Hedging – Contracts in Entity’s Own Stock, and determined they are not indexed to the Company’s common stock and that the conversion feature, which is akin to a redemption feature, meet the definition of a liability. The notes contain an indeterminate number of shares to settle with conversion options outside of the Company’s control. Therefore, the Company bifurcated the conversion feature and accounted for it as a separate derivative liability. Upon issuance of the April Notes, the Company recognized a derivative liability at a fair value of $601,000, which was recorded as a debt discount and was amortized over the life of the notes. Upon the Merger and the Private Placement, the derivative liability had a fair value of $750,000, which was reclassified to additional paid-in capital in connection with the conversion of the underlying notes.

For the nine months ended September 30, 2023, the Company amortized $804,465 of the debt discount to interest expense. At September 30, 2023, the outstanding balance of the April Notes, less unamortized discount of $0, was $0.

In connection with the April Notes, the Company granted each holder warrants to purchase common stock equal to 50% of the number of shares of common stock into which the loan is convertible into at an exercise price of $3.20 per share. Furthermore, the Company granted warrants to the brokers (the “Bridge Brokers”) equal to 8% of the number of shares of common stock into which April Notes, other than those purchased by insider investors, would convert at the closing of the Merger, with an exercise price of $3.20 per share. As the issuance of the warrants noted above were contingent on the closing of the Merger, they were not considered granted until July 31, 2023 (see Note 9).

Note Payable – Related Party

In June and July 2023, the Company issued a senior secured promissory note with its Chief Executive Officer for which the Company received $449,000 in proceeds. The note bore interest at 7.67% per annum and matured upon the Merger.

In connection with this note, the Company agreed to pay an exit fee upon repayment of the note equal to 16% of the principal, less the total interest that accrued until repayment. Upon the Merger, the Company fully repaid the note and exit fee for a total of $520,840.

Patricia – Stockholder

As of the Merger, Patricia had an outstanding note with its then majority stockholder for $151,500. As of September 30, 2023, the balance remained outstanding.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//470/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Subparagraph (a)
-Publisher FASB
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

Stock-Based Compensation

9 Months Ended

Sep. 30, 2023

Stock-Based Compensation [Abstract]

STOCK-BASED COMPENSATION

9.	STOCK-BASED COMPENSATION

2023 Equity Incentive Plan

The 2023 Plan permits the grant of incentive stock options, nonstatutory stock options, stock appreciation rights (“SARs”), restricted stock, restricted stock units (“RSUs”) and stock bonus awards (all such types of awards, collectively, “stock awards”).

Subject to adjustments as set forth in the 2023 Plan, the maximum aggregate number of shares of common stock that may be issued under the 2023 Plan will not exceed 1,594,800 shares. The shares may be authorized, but unissued, or reacquired common stock. Furthermore, subject to adjustments as set forth in the 2023 Plan, in no event shall the maximum aggregate number of shares that may be issued under the 2023 Plan pursuant to Incentive Stock Options exceed the number set forth above plus, to the extent allowable under Section 422 of the Code and the regulations promulgated thereunder, any shares that again become available for issuance pursuant to the 2023 Plan.

The number of shares available for issuance under the 2023 Plan may, at the discretion of the Plan Administrator (as defined below), be increased on October 1st of each fiscal year beginning with the 2023 fiscal year until the 2023 Plan terminates, in each case, in an amount equal to the lesser of (i) at the discretion of our board of directors, 4% of the shares of common stock issued and outstanding on the last day of the immediately preceding month on a fully-diluted and as-converted basis and (ii) such other number of shares determined by our board of directors.

To the extent, stock awards or awards or shares issued under the 2021 Plan that are assumed by the Company pursuant to the Merger Agreement (“Existing Plan Awards”) expire or are forfeited or becomes unexerciseable for any reason without having been exercised in full, or are surrendered pursuant to an exchange program (as defined in the 2023 Plan), the unissued shares that were subject thereto shall continue to be available under the 2023 Plan for issuance pursuant to future stock awards. In addition, any shares which are retained by us upon exercise of a stock award or Existing Plan Award in order to satisfy the exercise or purchase price for such stock award or Existing Plan Award or any withholding taxes due with respect to such stock award or Existing Plan Award shall be treated as not issued and shall continue to be available under the 2023 Plan for issuance pursuant to future stock awards. Shares issued under the 2023 Plan or an Existing Plan Award and later forfeited to us due to the failure to vest or repurchased by us at the original purchase price paid to us for the shares (including without limitation upon forfeiture to or repurchase by us in connection with a participant ceasing to be a service provider) shall again be available for future grant under the 2023 Plan. To the extent a stock award under the 2023 Plan or Existing Plan Award is paid out in cash rather than shares, such cash payment will not result in reducing the number of shares available for issuance under the 2023 Plan.

Serve Robotics 2021 Equity Incentive Plan

The Company has adopted the Serve Robotics 2021 Equity Incentive Plan (“2021 Plan”), as amended and restated, which provides for the grant of shares of stock options and stock appreciation rights (“SARs”) and restricted common shares to employees, non-employee directors, and non-employee consultants. The number of shares authorized by the 2021 Plan was 4,870,663 shares as of September 30, 2023. The option exercise price generally may not be less than the underlying stock’s fair market value at the date of the grant and generally have a term of ten years. The amounts granted each calendar year to an employee or non-employee is limited depending on the type of award. As of September 30, 2023, there were 3,275,863 shares available for grant under the 2021 Plan. Stock options granted under the 2021 Plan typically vest over a four-year period, with a one-year cliff as well as via specified milestones.

A summary of information related to stock options for the nine months ended September 30, 2023 is as follows:

	Options			Weighted Average Exercise Price		Intrinsic Value
Outstanding as of December 31, 2022		861,309		$	0.49	$	-
Granted		765,477			0.75
Exercised		-			-
Forfeited		(31,985	)		0.49
Outstanding as of September 30, 2023		1,594,800		$	0.61	$	5,405,876

Exercisable as of September 30, 2023		296,057		$	0.51	$	1,292,215
Exercisable as of December 31, 2022		170,125		$	0.49	$	-

As of September 30, 2023, the weighted average duration to expiration of outstanding options was 8.79 years.

Stock-based compensation expense for stock options of $85,803 and $41,506 was recognized under ASC 718 for the nine months ended September 30, 2023 and 2022, respectively. Total unrecognized compensation cost related to non-vested stock option awards amounted to approximately $521,000 as of September 30, 2023, which will be recognized over a weighted average period of 3.99 years.

The stock options were valued using the Black-Scholes pricing model using the range of inputs as indicated below:

	Nine Months Ended
	September 30,
	2023			2022
Risk-free interest rate		3.58% - 3.91	%		1.9% - 3.01	%
Expected term (in years)		5.52-6.27			6.02-6.27
Expected volatility		75.0	%		79.1	%
Expected dividend yield		0	%		0	%

Warrants

Upon the consummation of the Merger, (i) warrants to purchase 17,314 shares of Serve’s common stock issued and outstanding immediately prior to the closing of the Merger were assumed and converted into warrants to purchase 13,911 shares of Patricia’s common stock, and (ii) warrants to purchase 160,323 shares of Serve’s Series Seed preferred stock issued and outstanding immediately prior to the closing of the Merger were assumed and converted into warrants to purchase 128,819 shares of Patricia’s common stock.

In connection with the April Notes (see Note 6), the Company granted each holder warrants to purchase common stock equal to 50% of the number of shares of common stock into which the loan is convertible into at an exercise price of $3.20 per share. Furthermore, the Company granted warrants to the Bridge Brokers equal to 8% of the number of shares of common stock into which April Notes, other than those purchased by insider investors, would convert at the closing of the Merger, with an exercise price of $3.20 per share. As the issuance of the warrants noted above were contingent on the closing of the Merger, they were not considered granted until July 31, 2023. Upon the closing of the Merger, the Company issued 468,971 warrants to the holders of the April Notes and 74,662 warrants to the Bridge Brokers. The Company calculated the fair value of the warrants using a Black-Scholes pricing model. The Company valued the warrants using a common stock fair value of $4.00, exercise price of $3.20 per share, a term of three years, a volatility of 75% and a risk-free interest rate of 4.18%. The Company allocated the debt proceeds on a relative fair value basis between the note and warrant for shares issued to April Note holders and a discount for the Bridge Brokers, resulting in a note discount totaling $991,000. This was immediately recognized in interest expense as of the note conversion date on July 31, 2023. As of September 30, 2023, all of the warrants were outstanding and were immediately exercisable.

In connection with the Private Placement as of September 30, 2023, the Company granted an additional 392,927 warrants to purchase common stock to the placement agents. Of these, 142,927 warrants had an exercise price of $4.00 per share and 250,000 warrants had an exercise price of $0.001 per share. The warrants are immediately exercisable. These warrants were considered a cost of the offering and had no impact on the financial statements as the offering costs both reduced and added to additional paid-in capital

As of September 30, 2023, there were an aggregate of 1,079,290 warrants to purchase common stock outstanding with a weighted-average exercise price of $2.66 per share.

Classification

Stock-based compensation expense for stock options was classified in the statements of operations as follows:

	Nine Months Ended
	September 30,
	2023		2022
General and administrative	$	33,239	$	12,527
Operations		27,902		7,662
Research and development		232,182		91,552
Sales and marketing		10,933		2,065
	$	304,256	$	113,806

Fair Value Measurements (Details) - USD ($)	12 Months Ended
Fair Value Measurements (Details) - USD ($)	Dec. 31, 2022	Sep. 30, 2023
Fair Value Measurements [Line Items]
Equity conversion percentage		100.00%
Net asset value per share	$ 4
Converted shares	4,372,601
Fair value of assets	$ 17,490,404
Minimum [Member]
Fair Value Measurements [Line Items]
Operating Leases, Income Statement, Percentage Revenue	$ 85
Maximum [Member]
Fair Value Measurements [Line Items]
Equity conversion percentage	100.00%

- Definition

Net asset value per share or per unit of investments in certain entities that calculate net asset value per share. Includes, but is not limited to, by unit, membership interest, or other ownership interest. Investment includes, but is not limited to, investment in certain hedge funds, venture capital funds, private equity funds, real estate partnerships or funds. Excludes fair value disclosure.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 35
-Paragraph 54B
-SubTopic 10
-Topic 820
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482134/820-10-35-54B

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 35
-Paragraph 59
-SubTopic 10
-Topic 820
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482134/820-10-35-59

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-SubTopic 10
-Topic 820
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482106/820-10-50-6A

Reference 4: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
-SubTopic 830
-Name Accounting Standards Codification
-Section 55
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480167/946-830-55-12

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section 45
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480555/946-210-45-4

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 205
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480737/946-205-50-7

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 205
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480737/946-205-50-7

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481004/946-505-50-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-04(19))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.6-05(4))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479617/946-210-S99-2

+ Details

Stock-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2023

Stock-Based Compensation [Abstract]

Schedule of Information Related to Stock Options

A summary of information related to stock options for the nine months ended September 30, 2023 is as follows:

	Options			Weighted Average Exercise Price		Intrinsic Value
Outstanding as of December 31, 2022		861,309		$	0.49	$	-
Granted		765,477			0.75
Exercised		-			-
Forfeited		(31,985	)		0.49
Outstanding as of September 30, 2023		1,594,800		$	0.61	$	5,405,876

Exercisable as of September 30, 2023		296,057		$	0.51	$	1,292,215
Exercisable as of December 31, 2022		170,125		$	0.49	$	-

Schedule of Stock Options were Valued Using the Range of Inputs

The stock options were valued using the Black-Scholes pricing model using the range of inputs as indicated below:

	Nine Months Ended
	September 30,
	2023			2022
Risk-free interest rate		3.58% - 3.91	%		1.9% - 3.01	%
Expected term (in years)		5.52-6.27			6.02-6.27
Expected volatility		75.0	%		79.1	%
Expected dividend yield		0	%		0	%

Schedule of Stock-Based Compensation Expense

Stock-based compensation expense for stock options was classified in the statements of operations as follows:

	Nine Months Ended
	September 30,
	2023		2022
General and administrative	$	33,239	$	12,527
Operations		27,902		7,662
Research and development		232,182		91,552
Sales and marketing		10,933		2,065
	$	304,256	$	113,806

Commitments and Contingencies (Details) - USD ($)		1 Months Ended	9 Months Ended
Commitments and Contingencies (Details) - USD ($)	Oct. 31, 2024	Nov. 30, 2022	Sep. 30, 2023	Dec. 31, 2023
Commitments and Contingencies [Line Items]
Proceeds received		$ 3,561,288
Repayment of company			$ 1,658,359
Outstanding liability			$ 2,418,969
Original equipment cost			40.00%
Forecast [Member]
Commitments and Contingencies [Line Items]
Agreement monthly payment	$ 189,262
Security deposit	$ 378,524
Purchase amount				$ 2.3

Stockholders’ Equity (Details) - USD ($)			9 Months Ended		12 Months Ended
Stockholders’ Equity (Details) - USD ($)	Aug. 31, 2023	Feb. 28, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Jul. 31, 2023
Stockholders’ Equity (Details) [Line Items]
Preferred stock shares issued		257,639
Preferred stock shares authorized			10,000,000		10,000,000
Preferred stock par value (in Dollars per share)			$ 0.0001		$ 0.0001
Gross proceeds (in Dollars)		$ 999,999
Converted shares of common stock			7,978,616			7,978,616
Common stock shares authorized			300,000,000		300,000,000
Common stock, par value (in Dollars per share)			$ 0.0001		$ 0.0001
Common stock shares issued			24,689,283		7,161,654
Shares of common stock			937,961
Shares of restricted common stock issued					338,121
Total recourse notes (in Dollars)					$ 164,116
Subscription receivable (in Dollars)			$ 168,516		165,719
Restricted stock award liability (in Dollars)			159,716		$ 162,747
Common stock vested value (in Dollars)			$ 10,302
Common stock outstanding			24,362,444		6,826,352
Vesting of restricted common stock (in Dollars)			$ 218,453	$ 72,300
Repurchased restricted stock awards			301,600
Repurchase shares of common stock				240,700
Restricted Stocks [Member]
Stockholders’ Equity (Details) [Line Items]
Shares of restricted common stock			3,185,037
Private Placement [Member]
Stockholders’ Equity (Details) [Line Items]
Common stock, par value (in Dollars per share)	$ 4		$ 4
Common stock shares issued	257,762		2,782,378
Private placement offering for gross proceeds (in Dollars)	$ 1,031,048		$ 11,129,512
Series Seed Preferred Stock [Member]
Stockholders’ Equity (Details) [Line Items]
Preferred stock shares issued			0		3,091,672
Preferred stock shares authorized			4,008,079		4,008,079
Preferred stock par value (in Dollars per share)		$ 3.88	$ 0.0001		$ 0.0001
Series Seed-1 Preferred Stock [Member]
Stockholders’ Equity (Details) [Line Items]
Preferred stock shares issued			0		2,440,411
Preferred stock shares authorized			3,037,227		3,037,227
Preferred stock par value (in Dollars per share)			$ 0.0001		$ 0.0001
Series Seed-2 Preferred Stock [Member]
Stockholders’ Equity (Details) [Line Items]
Preferred stock shares issued			0		2,088,696
Preferred stock shares authorized			2,599,497		2,599,497
Preferred stock par value (in Dollars per share)			$ 0.0001		$ 0.0001
Series Seed-3 Preferred Stock [Member]
Stockholders’ Equity (Details) [Line Items]
Preferred stock shares issued			0		357,836
Preferred stock shares authorized			445,347		445,347
Preferred stock par value (in Dollars per share)			$ 0.0001		$ 0.0001
Common Stock [Member]
Stockholders’ Equity (Details) [Line Items]
Common stock, par value (in Dollars per share)			$ 0.0001
Restricted Stock [Member]
Stockholders’ Equity (Details) [Line Items]
Shares of restricted common stock			8,375
Preferred Stock [Member] \| Convertible Preferred Stock [Member]
Stockholders’ Equity (Details) [Line Items]
Preferred stock shares issued			10,090,150
Preferred Stock [Member] \| Series Seed Preferred Stock [Member]
Stockholders’ Equity (Details) [Line Items]
Preferred stock shares issued			4,008,079
Preferred Stock [Member] \| Series Seed-1 Preferred Stock [Member]
Stockholders’ Equity (Details) [Line Items]
Preferred stock shares issued			3,037,227
Preferred Stock [Member] \| Series Seed-2 Preferred Stock [Member]
Stockholders’ Equity (Details) [Line Items]
Preferred stock shares issued			2,599,497
Preferred Stock [Member] \| Series Seed-3 Preferred Stock [Member]
Stockholders’ Equity (Details) [Line Items]
Preferred stock shares issued			445,437
Common Stock [Member]
Stockholders’ Equity (Details) [Line Items]
Common stock shares authorized			300,000,000
Restricted Stocks [Member]
Stockholders’ Equity (Details) [Line Items]
Common stock outstanding			6,533,167
Restricted Stock [Member]
Stockholders’ Equity (Details) [Line Items]
Common stock shares issued			6,860,053
Patricia [Member]
Stockholders’ Equity (Details) [Line Items]
Converted shares of common stock			1,500,000
SAFE [Member]
Stockholders’ Equity (Details) [Line Items]
Converted shares of common stock			4,372,601

Commitments and Contingencies (Tables)

9 Months Ended

Sep. 30, 2023

Commitments and Contingencies [Abstract]

Schedule of Lease Costs

The components of lease costs are as follows:

		Nine Months Ended
	Financial Statement	September 30,
Type	Line Item	2023		2022
Operating lease	General and administrative	$	275,544	$	304,864
Operating lease	Operations		326,462		102,242
Operating lease	Research and development		154,564		97,954
Total lease costs		$	756,570	$	505,060

Schedule of Supplemental Cash Flow

Supplemental cash flow information related to leases are as follows:

	Nine Months Ended
	September 30,
	2023		2022
Operating cash flows paid for operating leases	$	411,393	$	252,997
Right-of-use assets obtained in exchange for operating lease obligations	$	-	$	1535,230

Schedule of Supplemental Balance Sheet

Supplemental balance sheet information related to leases are as follows:

	September 30,			December 31,
	2023			2022
Weighted-average remaining lease term (in years)		1.55			2.30
Weighted-average discount rate		7.25	%		7.25	%

Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Loss Per Share - shares	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Loss Per Share [Line Items]
Total potentially dilutive shares	2,064,369	9,103,044
Series Seed Preferred Stock [Member]
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Loss Per Share [Line Items]
Total potentially dilutive shares		3,091,672
Series Seed-1 Preferred Stock [Member]
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Loss Per Share [Line Items]
Total potentially dilutive shares		2,440,412
Series Seed-2 Preferred Stock [Member]
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Loss Per Share [Line Items]
Total potentially dilutive shares		2,088,696
Series Seed-3 Preferred Stock [Member]
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Loss Per Share [Line Items]
Total potentially dilutive shares		357,836
Common Stock Warrants [Member]
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Loss Per Share [Line Items]
Total potentially dilutive shares	142,730	54,203
Preferred Stock Warrants [Member]
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Loss Per Share [Line Items]
Total potentially dilutive shares		128,819
Stock Options [Member]
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Loss Per Share [Line Items]
Total potentially dilutive shares	1,594,800	941,406
Unvested Restricted Common Stock Issued Not Outstanding [Member]
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Loss Per Share [Line Items]
Total potentially dilutive shares	326,839

Property and Equipment, Net (Details) - USD ($)	9 Months Ended
Property and Equipment, Net (Details) - USD ($)	Sep. 30, 2023	Sep. 30, 2022
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 1,396,919	$ 40,521

Going Concern (Details) - USD ($)	3 Months Ended						9 Months Ended
Going Concern (Details) - USD ($)	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022
Going Concern [Abstract]
cash used in operations	$ (7,645,972)	$ (4,966,256)	$ (5,138,122)	$ (5,358,605)	$ (5,300,015)	$ (3,942,145)	$ (17,750,350)	$ (14,600,764)
Cash used in operations							$ 12,445,848

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2023

Fair Value Disclosures [Abstract]

Schedule of Financial Assets and Liabilities Subject to Fair Value Measurements

The Company’s financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used for such measurements were as follows:

Fair Value Measurements
as of September 30, 2023 Using:

Level 1

Level 2

Level 3

Total

Liabilities:

Simple agreement for future equity

Derivative liability

	Fair Value Measurements as of December 31, 2022 Using:
	Level 1		Level 2		Level 3		Total
Liabilities:
Simple agreement for future equity	$	-	$	-	$	13,150,745	$	13,150,745
	$	-	$	-	$	13,150,745	$	13,150,745

Schedule of Changes in Fair Value

The following table sets forth a summary of changes in the fair value of our Level 3 financial instrument liabilities for the nine months ended September 30, 2023:

	Simple			Embedded
	Agreement For			Derivative
	Future Equity			Liability			Total
Outstanding as of December 31, 2022	$	13,150,745		$	-		$	13,150,745
Issuance of simple agreements for future equity		2,666,953			-			2,666,953
Issuance of embedded derivative liability		-			601,000			601,000
Change in fair value		1,672,706			149,000			1,821,706
Conversion to common stock before APO		(17,490,404	)		(750,000	)		(18,240,404	)
Outstanding as of September 30, 2023	$	-		$	-		$	-

- Definition

Tabular disclosure of all significant concentrations of risk, including credit risk and market risk, arising from all financial instruments (as defined), whether from an individual counterparty or groups of counterparties. The disclosure concerning concentrations of risk may consist of the following information: (1) for concentrations of credit risk disclosure may include: (a) information about the (shared) activity, region, or economic characteristic that identifies the concentration, (b) the maximum amount of loss due to credit risk that, based on the gross fair value of the financial instrument, the entity would incur if parties to the financial instruments that make up the concentration failed completely to perform according to the terms of the contracts and the collateral or other security, if any, for the amount due proved to be of no value to the entity, (c) the policy of requiring collateral or other security to support financial instruments subject to credit risk, information about the entity's access to that collateral or other security, and the nature and a brief description of the collateral or other security supporting those financial instruments, and (d) the policy of entering into master netting arrangements to mitigate the credit risk of financial instruments, information about the arrangements for which the entity is a party, and a brief description of the terms of those arrangements, including the extent to which they would reduce the entity's maximum amount of loss due to credit risk and (2) for disclosure of quantitative information about the market risks of financial instruments that is consistent with the way the company manages or adjusts those risks, disclosure may include: (a) more details about current positions and perhaps activity during the period, (b) the hypothetical effects on comprehensive income (or net assets), or annual income, of several possible changes in market prices, (c) a gap analysis of interest rate re-pricing or maturity dates, (d) the duration of the financial instruments, (e) the entity's value at risk from derivatives and from other positions at the end of the reporting period and the average value at risk during the year, or (f) other ways of reporting quantitative information as internally developed.

+ References + Details

Stockholders’ Equity (Tables)

9 Months Ended

Sep. 30, 2023

Stockholders’ Equity [Abstract]

Schedule of Liquidation Preferences

The liquidation preferences were as follows:

	September 30,		December 31,
	2023		2022
Series Seed preferred stock	$	-	$	9,641,998
Series Seed-1 preferred stock		-		2,972,910
Series Seed-2 preferred stock		-		4,559,832
Series Seed-3 preferred stock		-		1,004,375
	$	-	$	18,179,115

Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) (Unaudited) - USD ($)	Series Seed Preferred Stock	Series Seed-1 Preferred Stock	Series Seed-2 Preferred Stock	Series Seed-3 Preferred Stock	Common Stock	Additional Paid-in Capital	Subscription Receivable	Accumulated Deficit	Total
Balances at Dec. 31, 2021	$ 283	$ 244	$ 209	$ 36	$ 711	$ 29,984,430		$ (21,665,518)	$ 8,320,395
Balances (in Shares) at Dec. 31, 2021	2,834,033	2,440,411	2,088,696	357,836	7,111,123
Issuance of Series Seed preferred stock	$ 26					999,973			999,999
Issuance of Series Seed preferred stock (in Shares)	257,639
Restricted stock awards repurchased					$ (22)	22
Restricted stock awards repurchased (in Shares)					(217,588)
Warrants issued in connection with note payable						49,000			49,000
Stock-based compensation						9,026			9,026
Net loss								(3,942,145)	(3,942,145)
Balances at Mar. 31, 2022	$ 309	$ 244	$ 209	$ 36	$ 689	31,042,452		(25,607,663)	5,436,275
Balances (in Shares) at Mar. 31, 2022	3,091,672	2,440,411	2,088,696	357,836	6,893,535
Balances at Dec. 31, 2021	$ 283	$ 244	$ 209	$ 36	$ 711	29,984,430		(21,665,518)	8,320,395
Balances (in Shares) at Dec. 31, 2021	2,834,033	2,440,411	2,088,696	357,836	7,111,123
Net loss									(14,600,764)
Balances at Sep. 30, 2022	$ 309	$ 244	$ 209	$ 36	$ 687	31,148,051		(36,266,283)	(5,116,747)
Balances (in Shares) at Sep. 30, 2022	3,091,672	2,440,411	2,088,696	357,836	6,870,423
Balances at Mar. 31, 2022	$ 309	$ 244	$ 209	$ 36	$ 689	31,042,452		(25,607,663)	5,436,275
Balances (in Shares) at Mar. 31, 2022	3,091,672	2,440,411	2,088,696	357,836	6,893,535
Restricted stock awards repurchased					$ (2)	2
Restricted stock awards repurchased (in Shares)					(21,558)
Stock-based compensation						11,057			11,057
Net loss								(5,300,015)	(5,300,015)
Balances at Jun. 30, 2022	$ 309	$ 244	$ 209	$ 36	$ 687	31,053,511		(30,907,678)	147,317
Balances (in Shares) at Jun. 30, 2022	3,091,672	2,440,411	2,088,696	357,836	6,871,977
Restricted stock awards repurchased
Restricted stock awards repurchased (in Shares)					(1,554)
Vested restricted stock purchased with recourse notes						817			817
Stock-based compensation						93,724			93,724
Net loss								(5,358,605)	(5,358,605)
Balances at Sep. 30, 2022	$ 309	$ 244	$ 209	$ 36	$ 687	31,148,051		(36,266,283)	(5,116,747)
Balances (in Shares) at Sep. 30, 2022	3,091,672	2,440,411	2,088,696	357,836	6,870,423
Balances at Dec. 31, 2022	$ 309	$ 244	$ 209	$ 36	$ 683	31,232,737	(165,719)	(43,520,645)	(12,452,146)
Balances (in Shares) at Dec. 31, 2022	3,091,672	2,440,411	2,088,696	357,836	6,826,352
Restricted stock awards repurchased					$ (24)	20			(4)
Restricted stock awards repurchased (in Shares)					(238,625)
Vested restricted stock purchased with recourse notes						3,436	(1,202)		2,234
Vested restricted stock purchased with recourse notes (in Shares)					2,820
Stock-based compensation						93,943			93,943
Net loss								(5,138,122)	(5,138,122)
Balances at Mar. 31, 2023	$ 309	$ 244	$ 209	$ 36	$ 659	31,330,136	(166,921)	(48,658,767)	(17,494,095)
Balances (in Shares) at Mar. 31, 2023	3,091,672	2,440,411	2,088,696	357,836	6,590,547
Balances at Dec. 31, 2022	$ 309	$ 244	$ 209	$ 36	$ 683	31,232,737	(165,719)	(43,520,645)	(12,452,146)
Balances (in Shares) at Dec. 31, 2022	3,091,672	2,440,411	2,088,696	357,836	6,826,352
Warrants issued with convertible note									(991,000)
Net loss									(17,750,350)
Balances at Sep. 30, 2023					$ 2,436	63,805,874	(168,516)	(61,270,995)	2,368,799
Balances (in Shares) at Sep. 30, 2023					24,362,444
Balances at Mar. 31, 2023	$ 309	$ 244	$ 209	$ 36	$ 659	31,330,136	(166,921)	(48,658,767)	(17,494,095)
Balances (in Shares) at Mar. 31, 2023	3,091,672	2,440,411	2,088,696	357,836	6,590,547
Restricted stock awards repurchased					$ (6)	6
Restricted stock awards repurchased (in Shares)					(62,975)
Vested restricted stock purchased with recourse notes						3,433	(1,302)		2,131
Vested restricted stock purchased with recourse notes (in Shares)					2,820
Stock-based compensation						106,929			106,929
Net loss								(4,966,256)	(4,966,256)
Balances at Jun. 30, 2023	$ 309	$ 244	$ 209	$ 36	$ 653	31,440,504	(168,223)	(53,625,023)	(22,351,291)
Balances (in Shares) at Jun. 30, 2023	3,091,672	2,440,411	2,088,696	357,836	6,530,392
Issuance of common stock pursuant to Merger					$ 304	12,160,256			12,160,560
Issuance of common stock pursuant to Merger (in Shares)					3,040,140
Conversion of convertible note and derivative into common stock in connection with Merger					$ 94	3,751,781			3,751,875
Conversion of convertible note and derivative into common stock in connection with Merger (in Shares)					937,961
Conversion of SAFEs into common stock in connection with Merger					$ 437	17,489,967			17,490,404
Conversion of SAFEs into common stock in connection with Merger (in Shares)					4,372,601
Conversion of preferred stock into common stock in connection with Merger	$ (309)	$ (244)	$ (209)	$ (36)	$ 798
Conversion of preferred stock into common stock in connection with Merger (in Shares)	(3,091,672)	(2,440,411)	(2,088,696)	(357,836)	7,978,616
Predecessor shares converted into common stock upon the Merger					$ 150	(150)
Predecessor shares converted into common stock upon the Merger (in Shares)					1,500,000
Vested restricted stock purchased with recourse notes						3,433	(293)		3,140
Vested restricted stock purchased with recourse notes (in Shares)					2,734
Warrants issued with convertible note						991,000			991,000
Warrants issued with convertible note (in Shares)
Stock-based compensation						103,385			103,385
Offering costs						(2,134,302)			(2,134,302)
Net loss								(7,645,972)	(7,645,972)
Balances at Sep. 30, 2023					$ 2,436	$ 63,805,874	$ (168,516)	$ (61,270,995)	$ 2,368,799
Balances (in Shares) at Sep. 30, 2023					24,362,444

Unaudited Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	300,000,000	300,000,000
Common stock, shares issued	24,689,283	7,161,654
Common stock, shares outstanding	24,362,444	6,826,352
Series Seed Preferred Stock
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	4,008,079	4,008,079
Preferred stock, shares issued	0	3,091,672
Preferred stock, shares outstanding	0	3,091,672
Series Seed-1 Preferred Stock
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	3,037,227	3,037,227
Preferred stock, shares issued	0	2,440,411
Preferred stock, shares outstanding	0	2,440,411
Series Seed-2 Preferred Stock
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	2,599,497	2,599,497
Preferred stock, shares issued	0	2,088,696
Preferred stock, shares outstanding	0	2,088,696
Series Seed-3 Preferred Stock
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	445,347	445,347
Preferred stock, shares issued	0	357,836
Preferred stock, shares outstanding	0	357,836

Subsequent Events

9 Months Ended

Sep. 30, 2023

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

11.

SUBSEQUENT EVENTS

Private Placement

On October 26, 2023, the Company completed a subsequent closing of the Private Placement and issued 143,531 shares of common stock for gross proceeds of $547,127, or $4.00 per share. The Company received $529,127 in net proceeds.

Management has evaluated subsequent events through November 14, 2023, the date the condensed financial statements were available to be issued. Based on this evaluation, no material events were identified which require adjustment or disclosure in these condensed financial statements.

Future Equity Obligations

9 Months Ended

Sep. 30, 2023

Future Equtiy Obligations Abstract

FUTURE EQUITY OBLIGATIONS

7.	FUTURE EQUITY OBLIGATIONS

In 2023, the Company entered into Simple Agreements for Future Equity (“SAFE”) for aggregate purchase amounts of $2,666,953. The 2023 agreements, which provide the right of the investors to future equity in the Company, are subject to a valuation cap of $65 million. The agreements have a discount rate of 80%.

If there is a preferred equity financing before the termination of the SAFEs, on the initial closing of such equity financing, this SAFE will automatically convert into the number of shares of Safe Preferred Stock equal to the Purchase Amount divided by the Discount Price or Conversion Price. The Discount Price is the price per share of the Standard Preferred Stock sold in the equity financing multiplied by the Discount Rate. The Conversion Price is 1) the Safe Price or (2) the Discount Price, whichever calculation results in a greater number of shares of Safe Preferred Stock. The SAFE price is the price per share equal to the valuation cap divided by the Company’s dilutive shares outstanding.

Upon the Merger in July 2023, all remaining outstanding SAFEs were converted into 4,372,601 shares of common stock.

As of September 30, 2023 and December 31, 2022, the fair value of SAFEs was $0 and $13,150,745, respectively. See Note 4 for fair value disclosures.

Unaudited Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Current assets:
Cash	$ 3,502,140	$ 2,715,719
Accounts receivable	3,955	23,697
Inventory	868,721	618,262
Prepaid expenses	750,072	81,339
Total current assets	5,124,888	3,439,017
Property and equipment, net	1,982,001	3,376,427
Right of use asset	894,127	1,215,968
Deposits	512,659	512,659
Total assets	8,513,675	8,544,071
Current liabilities:
Accounts payable	944,487	162,034
Accrued liabilities	159,648	37,434
Note payable, current	1,000,000	1,000,000
Right of use liability, current portion	518,877	483,186
Lease liability, current portion	2,081,882	2,214,348
Total current liabilities	4,856,394	3,897,002
Note payable, net of current portion	476,850	1,214,600
Simple agreements for future equity		13,150,745
Restricted stock award liability	159,716	162,747
Right of use liability	314,829	708,143
Lease liability	337,087	1,862,980
Total liabilities	6,144,876	20,996,217
Commitments and contingencies (Note 10)
Stockholders' equity (deficit):
Preferred stock
Common stock, $0.0001 par value; 300,000,000 shares authorized, 24,689,283 and 7,161,654 shares issued and 24,362,444 and 6,826,352 shares outstanding as of September 30, 2023 and December 31, 2022, respectively	2,436	683
Additional paid-in capital	63,805,874	31,232,737
Subscription receivable	(168,516)	(165,719)
Accumulated deficit	(61,270,995)	(43,520,645)
Total stockholders' equity (deficit)	2,368,799	(12,452,146)
Total liabilities and stockholders' equity (deficit)	8,513,675	8,544,071
Series Seed Preferred Stock
Stockholders' equity (deficit):
Preferred stock		309
Series Seed-1 Preferred Stock
Stockholders' equity (deficit):
Preferred stock		244
Series Seed-2 Preferred Stock
Stockholders' equity (deficit):
Preferred stock		209
Series Seed-3 Preferred Stock
Stockholders' equity (deficit):
Preferred stock		36
Related Party
Current liabilities:
Note payable - related party	$ 151,500

Commitments and Contingencies (Details) - Schedule of Supplemental Balance Sheet	Sep. 30, 2023	Dec. 31, 2022
Schedule of Supplemental Balance Sheet [Abstract]
Weighted-average remaining lease term (in years)	1 year 6 months 18 days	2 years 3 months 18 days
Weighted-average discount rate	7.25%	7.25%

Fair Value Measurements

9 Months Ended

Sep. 30, 2023

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

4.	FAIR VALUE MEASUREMENTS

The Company’s financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used for such measurements were as follows:

Fair Value Measurements
as of September 30, 2023 Using:

Level 1

Level 2

Level 3

Total

Liabilities:

Simple agreement for future equity

Derivative liability

	Fair Value Measurements as of December 31, 2022 Using:
	Level 1		Level 2		Level 3		Total
Liabilities:
Simple agreement for future equity	$	-	$	-	$	13,150,745	$	13,150,745
	$	-	$	-	$	13,150,745	$	13,150,745

Simple Agreements for Future Equity

The Company measures the simple agreements for future equity at fair value based on significant inputs not observable in the market, which causes it to be classified as a Level 3 measurement within the fair value hierarchy. The valuation of the future equity obligations uses assumptions and estimates the Company believes would be made by a market participant in making the same valuation. The Company assesses these assumptions and estimates on an on-going basis as additional data impacting the assumptions and estimates are obtained. Changes in the fair value of the simple agreements for future equity related to updated assumptions and estimates are recognized within the statements of operations.

The simple agreements for future equity may change significantly as additional data is obtained, impacting the Company’s assumptions regarding probabilities of outcomes used to estimate the fair value of the liability. In evaluating this information, considerable judgment is required to interpret the data used to develop the assumptions and estimates. The estimates of fair value may not be indicative of the amounts that could be realized in a current market exchange. Accordingly, the use of different market assumptions and/or different valuation techniques may have a material effect on the estimated fair value amounts, and such changes could materially impact the Company’s results of operations in future periods.

The Company utilized a probability-weighted average approach based on the estimated market value of the underlying securities and the potential settlement outcomes of the simple agreements for future equity, including a liquidity event or future equity financing as well as other settlement alternatives. Both the market value of the underlying securities and the probability of settlement outcomes include unobservable Level 3 inputs.

As of December 31, 2022, the Company assumed a 85% probability of a liquidity and/or equity financing events as the primary ultimate settlement outcomes of the future equity obligations. Immediately prior to the Merger, the Company revalued the remaining outstanding SAFEs using a 100% probability of an equity financing and $4.00 as the fair value of the underlying common stock (see Note 8). Upon the Merger, the SAFEs converted into 4,372,601 shares of common stock at a fair value of $17,490,404.

Derivative Liability

In connection with the Company’s convertible notes, the Company recorded a derivative liability (see Note 6). The estimated fair value of the derivative liability is recorded using significant unobservable measures and other fair value inputs and is therefore classified as a Level 3 financial instrument.

The fair value of the derivative liability is valued using a probability-weighted scenario analysis utilizing the terms of the notes and assumptions regarding cash settlement or conversion to equity. Immediately prior to the Merger, the Company determined a 100% probability of conversion into equity.

The following table sets forth a summary of changes in the fair value of our Level 3 financial instrument liabilities for the nine months ended September 30, 2023:

	Simple			Embedded
	Agreement For			Derivative
	Future Equity			Liability			Total
Outstanding as of December 31, 2022	$	13,150,745		$	-		$	13,150,745
Issuance of simple agreements for future equity		2,666,953			-			2,666,953
Issuance of embedded derivative liability		-			601,000			601,000
Change in fair value		1,672,706			149,000			1,821,706
Conversion to common stock before APO		(17,490,404	)		(750,000	)		(18,240,404	)
Outstanding as of September 30, 2023	$	-		$	-		$	-

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Going Concern

9 Months Ended

Sep. 30, 2023

Going Concern [Abstract]

GOING CONCERN

2	GOING CONCERN

The Company has evaluated whether there are certain conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the consolidated financial statements are issued.

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company sustained net losses since inception and $17,750,350 during the nine months ended September 30, 2023, The Company used cash in operations of $12,445,848 during the nine months ended September 30, 2023. The Company requires additional capital to operate. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

The Company’s ability to continue as a going concern until it reaches profitability is dependent upon its ability to generate cash from operating activities and to raise additional capital to fund operations. There are no assurances than management’s plans will be successful.

Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2023

Basis of Presentation and Summary of Significant Accounting Policies [Abstract]

Schedule of Basic and Diluted Net Loss Per Share

	September 30,
	2023		2022
Series Seed preferred stock (convertible to common stock)		-		3,091,672
Series Seed-1 preferred stock (convertible to common stock)		-		2,440,412
Series Seed-2 preferred stock (convertible to common stock)		-		2,088,696
Series Seed-3 preferred stock (convertible to common stock)		-		357,836
Common stock warrants		142,730		54,203
Preferred stock warrants		-		128,819
Stock options		1,594,800		941,406
Unvested restricted common stock issued not outstanding		326,839		-
Total potentially dilutive shares		2,064,369		9,103,044

Commitments and Contingencies (Details) - Schedule of Lease Costs - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Commitments and Contingencies (Details) - Schedule of Lease Costs [Line Items]
Operating lease	$ 756,570	$ 505,060
General and administrative [Member]
Commitments and Contingencies (Details) - Schedule of Lease Costs [Line Items]
Operating lease	275,544	304,864
Operations [Member]
Commitments and Contingencies (Details) - Schedule of Lease Costs [Line Items]
Operating lease	326,462	102,242
Research and development [Member]
Commitments and Contingencies (Details) - Schedule of Lease Costs [Line Items]
Operating lease	$ 154,564	$ 97,954

Subsequent Events (Details) - Subsequent Event [Member]	Oct. 26, 2023 USD ($) $ / shares shares
Subsequent Events (Details) [Line Items]
Common stock share issued (in Shares) \| shares	143,531
Gross proceeds	$ 547,127
Price of per share (in Dollars per share) \| $ / shares	$ 4
Net proceeds	$ 529,127

Unaudited Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Cash flows from operating activities:
Net loss	$ (17,750,350)	$ (14,600,764)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	1,396,919	40,521
Stock-based compensation	304,256	113,806
Change in fair value of simple agreements for future equity	1,672,706	(4,506)
Amortization of debt discount	816,715	9,167
Warrants issued with convertible note	991,000
Change in fair value of derivative liability	149,000
Interest on recourse loan	(2,797)
Changes in operating assets and liabilities:
Accounts receivable	19,742	(30,980)
Inventory	(250,459)	(5,190,776)
Prepaid expenses	(517,233)	(337,276)
Accounts payable	782,454	2,803,257
Accrued liabilities	129,481	2,886
Right of use liabilities, net	(35,782)	210,518
Net cash used in operating activities	(12,294,348)	(16,984,147)
Cash flows from investing activities:
Purchase of property and equipment	(2,493)	(83,662)
Deposits		(389,636)
Net cash used in investing activities	(2,493)	(473,298)
Cash flows from financing activities:
Proceeds from simple agreement for future equity	2,666,953	10,585,002
Proceeds from note payable	750,000	2,500,000
Repayments of note payable	(1,500,000)
Proceeds from convertible note payable	2,798,410
Proceeds from note payable, related party	449,000
Repayments of note payable, related party	(449,000)
Repayment of lease liability financing	(1,658,359)
Issuance of common stock pursuant to Merger, net of offering costs	10,026,258
Issuance of Series Seed preferred stock		999,999
Net cash provided by financing activities	13,083,262	14,085,001
Net change in cash and cash equivalents	786,421	(3,372,444)
Cash and cash equivalents at beginning of period	2,715,719	7,965,861
Cash and cash equivalents at end of period	3,502,140	4,593,417
Supplemental disclosure of cash flow information:
Cash paid for income taxes
Cash paid for interest	258,256
Supplemental disclosure of non-cash investing and financing activities:
Vested restricted stock purchased with recourse notes	10,302
Derivative liability in connection with convertible note	601,000
Debt discount issued as accrued liability	63,840
Conversion of SAFE into common stock	17,490,404
Conversion of convertible note and derivative into common stock in connection with merger	3,751,875
Warrants issued in connection with note payable		49,000
Note payable, related party of predecessor assumed in Meger	$ 151,500

Fair Value Measurements (Details) - Schedule of Financial Assets and Liabilities Subject to Fair Value Measurements - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Fair Value Measurements (Details) - Schedule of Financial Assets and Liabilities Subject to Fair Value Measurements [Line Items]
Total		$ 13,150,745
Fair Value, Recurring [Member]
Fair Value Measurements (Details) - Schedule of Financial Assets and Liabilities Subject to Fair Value Measurements [Line Items]
Simple agreement for future equity		13,150,745
Derivative liability
Fair Value, Inputs, Level 1 [Member]
Fair Value Measurements (Details) - Schedule of Financial Assets and Liabilities Subject to Fair Value Measurements [Line Items]
Total
Fair Value, Inputs, Level 1 [Member] \| Fair Value, Recurring [Member]
Fair Value Measurements (Details) - Schedule of Financial Assets and Liabilities Subject to Fair Value Measurements [Line Items]
Simple agreement for future equity
Derivative liability
Fair Value, Inputs, Level 2 [Member]
Fair Value Measurements (Details) - Schedule of Financial Assets and Liabilities Subject to Fair Value Measurements [Line Items]
Total
Fair Value, Inputs, Level 2 [Member] \| Fair Value, Recurring [Member]
Fair Value Measurements (Details) - Schedule of Financial Assets and Liabilities Subject to Fair Value Measurements [Line Items]
Simple agreement for future equity
Derivative liability
Fair Value, Inputs, Level 3 [Member]
Fair Value Measurements (Details) - Schedule of Financial Assets and Liabilities Subject to Fair Value Measurements [Line Items]
Total		13,150,745
Fair Value, Inputs, Level 3 [Member] \| Fair Value, Recurring [Member]
Fair Value Measurements (Details) - Schedule of Financial Assets and Liabilities Subject to Fair Value Measurements [Line Items]
Simple agreement for future equity		$ 13,150,745
Derivative liability

- Definition

Fair value, after the effects of master netting arrangements, of a financial liability or contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset. Includes liabilities not subject to a master netting arrangement and not elected to be offset.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Accounting Policies, by Policy (Policies)

9 Months Ended

Sep. 30, 2023

Basis of Presentation and Summary of Significant Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The accounting and reporting policies of the Company conform to GAAP. The Company’s fiscal year is December 31.

Capital Stock Conversion

Principles of Consolidation

Principles of Consolidation

Unaudited Interim Financial Information

Unaudited Interim Financial Information

Use of Estimates

Use of Estimates

Concentrations of Credit Risk

Concentrations of Credit Risk

Concentrations

Concentrations

During the nine months ended September 30, 2023, one customer accounted for 68% of revenue.

Cash and Cash Equivalents

Cash and Cash Equivalents

The Company considers all highly liquid investments with maturities of three months or less at the date of purchase to be cash equivalents.

Fair Value Measurements

Fair Value Measurements

●

Level 1—Quoted prices in active markets for identical assets or liabilities.

●

See Notes 4 and 7 for fair value disclosures of future equity obligations.

Accounts Receivable

Accounts Receivable

Inventory

Inventory

Property and Equipment

Property and Equipment

Impairment of Long-Lived Assets

Impairment of Long-Lived Assets

Deferred Offering Costs

Deferred Offering Costs

Convertible Instruments

Convertible Instruments

Subscription Receivable

Subscription Receivable

Revenue Recognition

Revenue Recognition

The Company accounts for revenue under ASC 606, Revenue from Contracts with Customers. The Company determines revenue recognition through the following steps:

●

Identification of a contract with a customer;

●

Identification of the performance obligations in the contract;

●

Determination of the transaction price;

●

Allocation of the transaction price to the performance obligations in the contract; and

●

Recognition of revenue when or as the performance obligations are satisfied.

Cost of Revenue

Cost of Revenue

Sales and Marketing

Sales and Marketing

Operations

Operations

Operations expenses primarily consist of costs for field operations personnel.

General and Administrative Expenses

General and Administrative Expenses

Research and Development Costs

Research and Development Costs

Costs incurred in the research and development of the Company’s products are expensed as incurred. Research and development costs include product design, hardware and software costs.

Leases

Leases

(i)

there is an identified asset

(ii)

the Company obtains substantially all of the economic benefits of the asset

(iii)

the Company has the right to direct the use of the asset

Net Loss per Share

Net Loss per Share

	September 30,
	2023		2022
Series Seed preferred stock (convertible to common stock)		-		3,091,672
Series Seed-1 preferred stock (convertible to common stock)		-		2,440,412
Series Seed-2 preferred stock (convertible to common stock)		-		2,088,696
Series Seed-3 preferred stock (convertible to common stock)		-		357,836
Common stock warrants		142,730		54,203
Preferred stock warrants		-		128,819
Stock options		1,594,800		941,406
Unvested restricted common stock issued not outstanding		326,839		-
Total potentially dilutive shares		2,064,369		9,103,044

Recently Adopted Accounting Pronouncements

Recently Adopted Accounting Pronouncements

Stockholders’ Equity (Details) - Schedule of Liquidation Preferences - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Stockholders’ Equity (Details) - Schedule of Liquidation Preferences [Line Items]
Liquidation preference preferred stock		$ 18,179,115
Series Seed preferred stock [Member]
Stockholders’ Equity (Details) - Schedule of Liquidation Preferences [Line Items]
Liquidation preference preferred stock		9,641,998
Series Seed-1 preferred stock [Member]
Stockholders’ Equity (Details) - Schedule of Liquidation Preferences [Line Items]
Liquidation preference preferred stock		2,972,910
Series Seed-2 preferred stock [Member]
Stockholders’ Equity (Details) - Schedule of Liquidation Preferences [Line Items]
Liquidation preference preferred stock		4,559,832
Series Seed-3 preferred stock [Member]
Stockholders’ Equity (Details) - Schedule of Liquidation Preferences [Line Items]
Liquidation preference preferred stock		$ 1,004,375

Future Equity Obligations (Details) - USD ($)	1 Months Ended	9 Months Ended
Future Equity Obligations (Details) - USD ($)	Jul. 31, 2023	Sep. 30, 2023	Dec. 31, 2021
Future Equity Obligations (Details) [Line Items]
Purchase amounts		$ 2,666,953
Valuation cap		$ 65,000,000
Discount rate		80.00%
Fair value		$ 0	$ 13,150,745
Common Stock [Member]
Future Equity Obligations (Details) [Line Items]
Converted shares of common stock. (in Shares)	4,372,601

Property and Equipment, Net (Details) - Schedule of Property and Equipment - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Property and equipment	$ 3,809,528	$ 3,807,035
Less: accumulated depreciation	(1,827,527)	(430,608)
Property and equipment, net	1,982,001	3,376,427
Office Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment	248,240	245,747
Robot assets [Member]
Property, Plant and Equipment [Line Items]
Property and equipment	$ 3,561,288	$ 3,561,288

Commitments and Contingencies (Details) - Schedule of Supplemental Cash Flow - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Schedule of Supplemental Cash Flow [Abstract]
Operating cash flows paid for operating leases	$ 411,393	$ 252,997
Right-of-use assets obtained in exchange for operating lease obligations		$ 1,535,230