0001013762-24-002864 | S-1 | XBRL Viewer

Common stock shares authorized

10,000,000

300,000,000

Shares of restricted common stock issued

$ 0.0001

338,121

Total recourse notes (in Dollars)

$ 164,116

Subscription receivable (in Dollars)

$ 165,629

$ 169,616

165,719

Restricted stock award liability (in Dollars)

154,630

$ 158,617

$ 162,747

Vesting of restricted common stock (in Dollars)

$ 41,303

$ 71,362

Weighted-average remaining term

1 year 18 days

1 year 3 months 18 days

2 years 3 months 18 days

Placement agent warrants were exercised

125,000

Purchase of shares

63,479

Stock-based compensation expense (in Dollars)

$ 4,255,432

93,943

$ 544,375

$ 195,056

257,639

Per share (in Dollars per share)

$ 0.0001

$ 0.0001

Gross proceeds (in Dollars)

$ 999,999

Converted shares of common stock

7,978,616

Common stock shares issued

24,957,814

24,832,814

7,161,654

Private placement shares issued

80,000,000

Shares of common stock

937,961

143,531

Common stock gross proceeds (in Dollars)

$ 547,123

Common stock price per share (in Dollars per share)

$ 4

Common stock net proceeds (in Dollars)

$ 529,127

Restricted common stock value (in Dollars)

$ 2,234

$ 9,838

$ (161,469)

Subscription receivable balance (in Dollars)

$ 162,747

Restricted stock issued

158,617

162,747

Common stock vesting requirements

6,842,490

Remained unvested

2,877,761

Shares remained unvested

1 year 7 months 6 days

Vesting of restricted common stock (in Dollars)

$ 263,893

$ 141,446

319,118

287,591

$ 0.001

250,000

Volatility rate

75.00%

79.10%

Risk-free interest rate

2.98%

Warrant [Member]

Common stock warrants exercised

125,000

Common stock warrants exercised proceeds (in Dollars)

$ 5,832

Private placement offering for gross proceeds (in Dollars)

$ 5,832

Purchase of common stock percentage

1,090,272

8.00%

$ 2.67

Common stock fair value (in Dollars per share)

468,971

$ 4

Exercise price (in Dollars per share)

$ 3.2

Warrants term

5 years

Volatility rate

75.00%

Risk-free interest rate

4.18%

Total discount (in Dollars)

$ 991,000

Weighted-average remaining term

3 years 2 months 12 days

Restricted Stock [Member]

Weighted-average remaining term

7 years 8 months 26 days

Magna Warrant [Member]

Exercise price per share (in Dollars per share)

Purchase of shares

2,145,000

$ 0.01

Warrants (in Dollars)

$ 8,566,184

Stock-based compensation expense (in Dollars)

$ 4,182,543

Common Stock [Member]

(238,625)

(319,118)

(287,591)

Private placement shares issued

4,372,601

143,531

Restricted common stock shares

2,820

11,194

2,820

Restricted common stock value (in Dollars)

SAFE [Member] | Common Stock [Member]

Patricia’s Common Stock [Member] | Warrant [Member]

4,372,601

Investors [Member] | Warrant [Member]

13,911

Bridge Brokers [Member] | Warrant [Member]

$ 3.2

Restricted Stock [Member] | Common Stock [Member]

74,662

Restricted Stock [Member]

(238,625)

Subscription receivable (in Dollars)

$ 165,629

165,719

Restricted stock award liability (in Dollars)

$ 154,630

$ 162,747

$ 165,719

Restricted common stock shares

11,194

2,820

Restricted common stock value (in Dollars)

$ 13,735

$ 4,250

Subscription receivable balance (in Dollars)

$ 169,616

Convertible Preferred Stock [Member] | Preferred Stock [Member]

638,000

Series Seed Preferred Stock [Member]

10,090,150

^[1]

4,008,079

3,091,672

Series Seed Preferred Stock [Member] | Preferred Stock [Member]

$ 3.88

$ 0.0001

Series Seed-1 Preferred Stock [Member]

4,008,079

^[1]

3,037,227

2,440,411

Series Seed-1 Preferred Stock [Member] | Preferred Stock [Member]

$ 0.0001

Series Seed-2 Preferred Stock [Member]

3,037,227

^[1]

2,599,497

2,088,696

Series Seed-2 Preferred Stock [Member] | Preferred Stock [Member]

$ 0.0001

Series Seed Preferred Stock [Member]

2,599,497

^[1]

445,347

357,836

Series Seed Preferred Stock [Member] | Preferred Stock [Member]

$ 0.0001

445,347

$ 0.0001

Preferred Stock [Member]

Preferred Stock [Member] | Warrant [Member]

10,000,000

Preferred Stock [Member] | Patricia’s Common Stock [Member] | Warrant [Member]

160,323

Serve Preferred Stock [Member]

128,819

Converted shares of common stock

7,978,616

Common Stock [Member]

Common stock shares authorized

300,000,000

$ 0.0001

Common Stock [Member] | Warrant [Member]

4,372,601

Purchase of common stock percentage

17,314

50.00%

Common Stock [Member] | Patricia [Member]

$ 3.2

Private Placement [Member]

1,500,000

Private placement offering for gross proceeds (in Dollars)

$ 4

$ 1,031,048

$ 11,129,512

Common stock shares issued

257,762

2,782,378

Private Placement [Member] | Warrant [Member]

403,909

$ 4

Property and equipment, net

153,909

[1]	The authorized shares of preferred stock in the consolidated balance sheets above reflect the historical authorized shares of Serve. Upon the Merger, shares issued and outstanding have been retroactively restated to reflect the exchange ratio of 0.8035 as described in Note 4.

Unaudited Condensed Consolidated Balance Sheets - USD ($)

Mar. 31, 2024

Dec. 31, 2023

Dec. 31, 2022

Current assets:

Cash

$ 427,482

$ 6,756

$ 2,715,719

Accounts receivable

266,030

2,955

23,697

Inventory

736,535

774,349

618,262

Prepaid expenses

629,610

676,969

81,339

Deferred offering costs

973,491

Total current assets

3,033,148

1,461,029

3,439,017

33,839

48,422

3,376,427

Right of use asset

668,462

782,439

1,215,968

Deposits

512,659

Total assets

4,248,108

2,804,549

8,544,071

Current liabilities:

Accounts payable

1,725,064

2,050,605

162,034

Accrued liabilities

1,151,158

255,849

37,434

Deferred revenue

68,899

Note payable, current

1,000,000

Convertible notes payable, net of debt discount

4,549,395

Derivative liability

1,489,000

Right of use liability, current portion

474,649

496,963

483,186

Lease liability, current portion

2,335,796

2,363,807

2,214,348

Total current liabilities

12,793,961

6,237,224

3,897,002

Note payable, net of current portion

230,933

1,214,600

Simple agreements for future equity

13,150,745

Restricted stock award liability

154,630

158,617

162,747

Right of use liability

105,643

211,181

708,143

Lease liability

1,862,980

Total liabilities

13,054,234

6,837,955

20,996,217

Commitments and contingencies (Note 10)

Additional paid-in capital

Common stock value

2,462

2,450

683

68,729,393

64,468,141

31,232,737

Subscription receivable

(165,629)

(169,616)

(165,719)

Accumulated deficit

(77,372,352)

(68,334,381)

(43,520,645)

Total stockholders’ equity (deficit)

(8,806,126)

(4,033,406)

(12,452,146)

Total liabilities and stockholders’ equity (deficit)

4,248,108

2,804,549

8,544,071

Related Party

Current liabilities:

Note payable - related party

70,000

Series Seed Preferred Stock

Series Seed-1 Preferred Stock

^[1]

309

Series Seed-2 Preferred Stock

^[1]

244

Series Seed-3 Preferred Stock

^[1]

209

^[1]

$ 36

[1]	The authorized shares of preferred stock in the consolidated balance sheets above reflect the historical authorized shares of Serve. Upon the Merger, shares issued and outstanding have been retroactively restated to reflect the exchange ratio of 0.8035 as described in Note 4.

Income Taxes (Details) - USD ($)	12 Months Ended
Income Taxes (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Income Taxes [Line Items]
Deferred tax assets valuation allowance	$ 14,412,164	$ 9,026,439
Valuation allowance increased	5,385,725	$ 6,043,682
Estimated rate		28.00%
Operating loss carryforwards net	42,321,416	$ 31,805,199
Valuation Allowance Tax Credit Carryforward [Member]
Income Taxes [Line Items]
Deferred tax assets valuation allowance	$ 14,412,164	$ 9,026,439
Effective tax rate percentage		0.00%

Income Taxes

12 Months Ended

Dec. 31, 2023

Income Taxes [Abstract]

INCOME TAXES

11.

INCOME TAXES

Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The differences relate primarily to net operating loss carryforwards and temporary differences from capitalized research and development costs under tax purposes. As of December 31, 2023 and 2022, the Company had net deferred tax assets before valuation allowance of $14,412,164 and $9,026,439, respectively. The following table presents the deferred tax assets and liabilities by source:

	December 31
	2023			2022
Deferred tax assets:
Net operating loss carryforwards	$	11,896,550		$	8,940,441
Capitalized research and development costs		2,516,557			-
Other temporary differences		(943	)		85,998
Valuation allowance		(14,412,164	)		(9,026,439	)
Net deferred tax assets	$	-		$	-

The Company recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The Company assessed the need for a valuation allowance against its net deferred tax assets and determined a full valuation allowance is required due to taxable losses for the periods ended 2023 and 2022, cumulative losses through December 31, 2022, and no history of generating taxable income. Therefore, valuation allowances of $14,412,164 and $9,026,439 were recorded as of December 31, 2023 and 2022, respectively. Valuation allowance increased by $5,385,725 and $6,043,682 during the periods ended December 31, 2023 and 2022, respectively. Deferred tax assets were calculated using the Company’s combined effective tax rate, which it estimated to be 28.0%. The effective rate is reduced to 0% due to the full valuation allowance on its net deferred tax assets.

The Company’s ability to utilize net operating loss carryforwards will depend on its ability to generate adequate future taxable income. At December 31, 2023 and 2022, the Company had net operating loss carryforwards available to offset future taxable income in the amount of $42,321,416 and $31,805,199, respectively, and net operating loss carryforwards do not expire under current tax regulations.

The Company has evaluated its income tax positions and has determined that it does not have any uncertain tax positions. The Company will recognize interest and penalties related to any uncertain tax positions through its income tax expense.

The Company may in the future become subject to federal, state and local income taxation though it has not been since its inception, other than minimum state tax. The Company is not presently subject to any income tax audit in any taxing jurisdiction, though its 2021-2023 tax years remain open to examination.

The entire disclosure for income tax.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 2: http://www.xbrl.org/2003/role/exampleRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12C

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-13

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-Section S99
-Paragraph 1
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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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-URI https://asc.fasb.org/1943274/2147482685/740-10-50-14

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147482685/740-10-50-21

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 2
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482603/740-30-50-2

Reverse Merger Accounting [Abstract]

Reverse Merger Accounting

3 Months Ended

12 Months Ended

Mar. 31, 2024

Dec. 31, 2023

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 Patricia 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 Patricia and Serve Robotics Inc., historical operations of Serve Robotics Inc. and operations of Patricia from the closing date of the merger. Common stock and the corresponding capital amounts of Patricia 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.

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.

3.	REVERSE MERGER ACCOUNTING

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 Patricia 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 Patricia and Serve Robotics Inc., historical operations of Serve Robotics Inc. and operations of Patricia from the closing date of the merger. Common stock and the corresponding capital amounts of Patricia 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.

Summary of Significant Accounting Policies (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2024

Dec. 31, 2023

Summary of Significant Accounting Policies [Abstract]

Schedule of Disaggregation of Revenue

The disaggregation of revenue is as follows:

	Three Months Ended
	March 31,
	2024		2023
Software Services	$	851,101	$	-
Delivery services		51,760		25,252
Branding fees		43,850		15,000
	$	946,711	$	40,252

Schedule of Basic and Diluted Net Loss Per Share

Potentially dilutive items outstanding as of March 31, 2024 and 2023 is as follows:

	March 31,
	2024			2023
Convertible notes payable		2,104,562	*		-
Series Seed preferred stock (convertible to common stock)		-			3,091,672
Series Seed-1 preferred stock (convertible to common stock)		-			2,440,411
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		3,110,272			54,203
Preferred stock warrants		-			128,820
Stock options		1,501,341			1,080,532
Unvested restricted common stock		324,019			332,481
Total potentially dilutive shares		7,040,194			9,574,651

*	Represents the number of common shares that the convertible notes, including principal and accrued interest, converted into upon the closing of the Offering in April 2024.

Potentially dilutive items outstanding as of December 31, 2023 and 2022 is as follows:

	December 31
	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		1,090,272		54,203
Preferred stock warrants		-		128,819
Stock options		1,515,386		861,309
Unvested restricted common stock		324,019		-
Total potentially dilutive shares		2,929,677		9,022,947

Commitments and Contingencies (Details) - Schedule of Future Minimum Payments Under Operating Leases	Dec. 31, 2023 USD ($)
Schedule of Future Minimum Payments Under Operating Leases [Abstract]
2024	$ 527,983
2025	214,775
Total undiscounted future cash flows	742,758
Less: imputed interest	(34,614)
Total	$ 708,144

Unaudited Condensed Consolidated Statements of Cash Flows - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Cash flows from operating activities:
Net loss	$ (9,037,971)	$ (5,138,122)	$ (24,813,736)	$ (21,855,127)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	17,923	465,640	1,863,924	388,139
Stock-based compensation	4,255,432	93,943	544,375	195,056
Amortization of debt discount	1,212,836	4,000	1,811,798	13,600
Change in fair value of derivative liability			149,000
Impairment of long-lived assets			1,468,995
Change in fair value of simple agreements for future equity		869,164	1,672,706	265,744
Interest on recourse loan	3,987	(1,202)	(3,897)
Changes in operating assets and liabilities:
Accounts receivable	(263,075)	8,626	20,742	(23,697)
Inventory	37,814	(4,704)	(156,087)	(154,840)
Prepaid expenses	47,359	(33,643)	(595,630)	(81,339)
Other current assets				11,163
Accounts payable	(325,541)	64,191	1,888,568	(174,278)
Accrued liabilities	(82,168)	(30,239)	228,020	37,434
Deferred revenue	68,899
Right of use liabilities, net	(13,875)	(11,063)	(49,656)	(24,641)
Net cash used in operating activities	(4,078,380)	(3,713,409)	(15,970,878)	(21,402,786)
Cash flows from investing activities:
Purchase of property and equipment	(3,340)		(4,914)	(3,644,950)
Net cash used in investing activities	(3,340)		(4,914)	(4,060,962)
Deposits				(416,012)
Cash flows from financing activities:
Proceeds from simple agreement for future equity		2,666,953	2,666,953	12,885,001
Proceeds from notes payable			750,000	2,500,000
Proceeds from convertible notes payable	4,844,625		2,798,410
Proceeds from notes payable, related party			519,000
Exercise of warrants	5,832
Repayments of note payable	(250,000)	(250,000)	(1,750,000)	(250,000)
Repayments of notes payable, related party	(70,000)		(449,000)
Proceeds from lease liability financing				4,455,852
Repayment of lease liability financing	(28,011)	(552,786)	(1,713,518)	(378,524)
Net cash provided by financing activities	4,502,446	1,864,167	13,266,829	20,213,606
Issuance of restricted common stock, net of repurchases			(3)	1,278
Issuance of common stock pursuant to Merger and private placement, net of offering costs			10,444,987
Issuance of Series Seed preferred stock				999,999
Net change in cash and cash equivalents	420,726	(1,849,242)	(2,708,963)	(5,250,142)
Cash and cash equivalents at beginning of period	6,756	2,715,719	2,715,719	7,965,861
Cash and cash equivalents at end of period	427,482	866,477	6,756	2,715,719
Supplemental disclosure of cash flow information:
Cash paid for income taxes
Cash paid for interest	35,892	40,630	507,193	622,730
Supplemental disclosure of non-cash investing and financing activities:
Restricted stock award liability				162,747
Derivative liability in connection with convertible note			601,000
Debt discount issued as accrued liability			63,840
Conversion of simple agreement for future equity 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			991,000	49,000
Subscription receivable				$ 165,719
Vested restricted stock purchased with recourse notes		3,436
Deferred offering costs included in accrued liabilities	$ 973,491

Fair Value Measurements (Details) - Schedule of Changes in Fair Value - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Schedule of Changes in Fair Value [Line Items]
Outstanding at beginning		$ 13,150,745	$ 13,150,745
Issuance of simple agreements for future equity		2,666,953	2,666,953	12,885,001
Issuance of embedded derivative liability			601,000
Change in fair value			1,821,706	265,744
Conversion to common stock upon Merger			(18,240,404)
Outstanding at ending				13,150,745
Simple Agreement for Future Equity [Member]
Schedule of Changes in Fair Value [Line Items]
Outstanding at beginning		13,150,745	13,150,745
Issuance of simple agreements for future equity			2,666,953	12,885,001
Issuance of embedded derivative liability
Change in fair value			1,672,706	265,744
Conversion to common stock upon Merger			(17,490,404)
Outstanding at ending				13,150,745
Embedded Derivative Liability [Member]
Schedule of Changes in Fair Value [Line Items]
Outstanding at beginning
Issuance of simple agreements for future equity
Issuance of embedded derivative liability			601,000
Change in fair value			149,000
Conversion to common stock upon Merger			(750,000)
Outstanding at ending

Fair Value Measurements

3 Months Ended

12 Months Ended

Mar. 31, 2024

Dec. 31, 2023

Fair Value Measurements [Abstract]

FAIR VALUE MEASUREMENTS

5. 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 March 31, 2024 Using:
	Level 1		Level 2		Level 3		Total
Liabilities	$	-	$	-	$	1,489,000	$	1,489,000
Derivative liability	$	-	$	-	$	1,489,000	$	1,489,000

There were no Level 1, 2or 3 assets or liabilities as of December 31, 2023.

Derivative Liability

In connection with the Company’s convertible notes, the Company recorded a derivative liability (see Note 7). 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 under the with-or-without method. The Company determined a 100% probability of conversion into equity as the notes were converted into shares of common stock upon the Offering in April 2024 (see Note 11).

The following table presents changes in Level 3 liabilities measured at fair value for the three months ended March 31, 2024:

	Embedded
	Derivative
	Liability
Outstanding as of December 31, 2023	$	-
Issuance of embedded derivative liability		1,489,000
Change in fair value		-
Outstanding as of March 31, 2024	$	1,489,000

5.	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
December 31, 2022 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 (“SAFE or “SAFEs”) 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 9). Upon the Merger, the SAFEs converted into 4,372,601 shares of common stock at a fair value of $17,490,404.

Derivative Liability

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 years ended December 31, 2023 and 2022:

	Simple Agreement			Embedded
	For Future Equity			Derivative Liability			Total
Outstanding as of December 31, 2021	$	-		$	-		$	-
Issuance of simple agreements for future equity		12,885,001			-			12,885,001
Change in fair value		265,744			-			265,744
Outstanding as of December 31, 2021		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 upon Merger		(17,490,404	)		(750,000	)		(18,240,404	)
Outstanding as of December 31, 2023	$	-		$	-		$	-

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.

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Stock-Based Compensation (Details) - Schedule of Stock-Based Compensation Expense - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Schedule of Stock-Based Compensation Expense [Line Items]
Stock based compensation expense	$ 4,255,432	$ 93,943	$ 544,375	$ 195,056
General and administrative [Member]
Schedule of Stock-Based Compensation Expense [Line Items]
Stock based compensation expense	6,596	9,980	59,002	23,650
Operations [Member]
Schedule of Stock-Based Compensation Expense [Line Items]
Stock based compensation expense	6,511	8,428	49,139	14,625
Research and development [Member]
Schedule of Stock-Based Compensation Expense [Line Items]
Stock based compensation expense	4,239,748	72,271	416,838	152,739
Sales and marketing [Member]
Schedule of Stock-Based Compensation Expense [Line Items]
Stock based compensation expense	$ 2,577	$ 3,264	$ 19,396	$ 4,042

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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Commitments and Contingencies (Details) - Schedule of Supplemental Cash Flow - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Schedule of Supplemental Cash Flow [Abstract]
Operating cash flows paid for operating leases	$ 139,077	$ 136,266	$ 550,470	$ 381,457
Right-of-use assets obtained in exchange for operating lease obligations				$ 1,535,230

Income Taxes (Details) - Schedule of Deferred Tax Assets and Liabilities - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Deferred tax assets:
Net operating loss carryforwards	$ 11,896,550	$ 8,940,441
Capitalized research and development costs	2,516,557
Other temporary differences	(943)	85,998
Valuation allowance	(14,412,164)	(9,026,439)
Net deferred tax assets

Note Payable

3 Months Ended

12 Months Ended

Mar. 31, 2024

Dec. 31, 2023

Note Payable [Abstract]

NOTE PAYABLE

7. NOTE PAYABLE

Silicon Valley Bank

As of March 31, 2024 and December 31, 2023, note payable, net of unamortized discount of $14,984 and $19,067, was $985,016 and $1,230,933, all respectively. During the three months ended March 31, 2024 and 2023, the Company made repayments of $250,000 and $250,000, respectively. During the three months ended March 31, 2024 and 2023, amortization of debt discount was $1,212,836 and $4,000, respectively.

Note Payable – Related Party

In December 2023, the Company issued a senior secured promissory note to its Chief Executive Officer for which Serve received $70,000 in proceeds. The note bore interest at 7.67% per annum. The note was fully repaid on January 3, 2024.

Convertible Note Payable

At various dates in January 2024, the Company issued to certain accredited investors convertible promissory notes of $5,014,500, for which the Company received $4,844,625 in net proceeds (the “January Notes”). As a result, the Company incurred fees of $169,875 which was recorded as a debt discount. The January Notes bear interest at a rate of 6.00% per year, compounded annually, and are due and payable upon request by each investor on or after the 12-month anniversary of the original issuance date of each note. The Company may not prepay or repay the January Notes in cash without the consent of the investors. The January Notes convert upon a qualified offering into common stock at the lesser of the price paid per share multiplied by 75% or the quotient resulting from dividing $80,000,000 by the outstanding shares of common stock on a fully diluted basis prior to the financing (the “Conversion Price”). If the Company consummates a financing that does not constitute a qualified financing, the holders can elect to treat such as a qualified financing and convert at the same terms as if such was a qualified financing. The holders may also elect to convert, at any time, at a quotient by dividing $80,000,000 by the outstanding shares of common stock on a fully diluted basis.

The Company evaluated the terms of the conversion features of the January 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, meets the definition of a liability. The January 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 January Notes, the Company recognized a derivative liability at a fair value of $1,489,000, which is recorded as a debt discount and was amortized over the life of the January Notes. There was no change in fair value to the derivative liability as of March 31, 2024.

As a result of the January Notes, the Company recognized an aggregate debt discount of $1,658,875. Through March 31, 2024, $1,193,770 of the debt discount was amortized to interest expense. At March 31, 2024, the outstanding balance of the January Notes, less unamortized discount of $465,105, was $4,549,395.

During the three months ended March 31, 2024, the Company incurred $62,681 in interest expense pertaining to the January Notes, all of which were unpaid as of March 31, 2024.

Upon the closing of the Offering in April 2024, the outstanding principal and accrued interest of the January Notes converted into 2,104,562 shares of common stock. Accordingly, the related derivative liability was recorded into additional paid-in capital. See Note 11.

In connection with the issuance of the January Notes, the Company granted the placement agent warrants to purchase (the “Convertible Promissory Notes Offering Warrants”) to purchase common stock equal to 10% of the number of shares of common stock into which the January Notes sold to investors introduced by the placement agent are initially convertible. The Convertible Promissory Notes Offering Warrants will be exercisable at the same price as the Conversion Price. As the issuance of the Convertible Promissory Notes Offering Warrants were contingent on the closing of the Offering and terms were not known until the contingency was resolved, they were not considered granted until April 17, 2024 (see Note 11) and no value was recognized in the consolidated financial statements as of March 31, 2024.

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 years ended December 31, 2023 and 2022, the Company made repayments of $1,000,000 and $250,000, and $1,250,000 and $2,250,000 remained outstanding, all respectively. Interest expense was $72,639 and $58,463 for the years ended December 31, 2023 and 2022, respectively, all of which were paid. The note is subject to subordination related to financed 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 years ended December 31, 2023 and 2022, amortization of debt discount was $16,333 and $13,600, respectively. During 2023, SVB exercised 40,292 warrants through a cashless exercise, which resulted in the issuance of 17,518 shares of the Company’s common stock.

As of December 31, 2023 and 2022, note payable, net of unamortized discount of $19,067 and $35,400, was $1,230,933 and 2,214,600, all respectively.

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 (with the exception of one) 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 $870,015.

Convertible Note Payable

In April 2023, the Company entered into bridge financing totaling $3,001,500 in principal for which the Company received $2,798,410 in net proceeds (the “April Notes”), after deducting offering costs of $203,090. The April Notes bore interest at 10% per annum and were 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 9). 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 (see Note 5), 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 recorded to additional paid-in capital in connection with the conversion of the underlying notes.

For the year ended December 31, 2023, the Company amortized $804,465 of the debt discount to interest expense. Upon the Merger, the outstanding balances were converted to 937,961 shares of common stock, and there were no remaining balances due.

In connection with the April Notes, the Company recorded a charge of $991,000 based on contingent warrants issued upon conversion. See Note 10.

Note Payable – Related Party

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

In connection with these notes, 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 notes and exit fee for a total of $520,840.

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.

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Document And Entity Information	3 Months Ended
Document And Entity Information	Mar. 31, 2024
Document Information Line Items
Entity Registrant Name	Serve Robotics Inc.
Document Type	S-1
Amendment Flag	false
Entity Central Index Key	0001832483
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Incorporation, State or Country Code	DE

Stock-Based Compensation (Details) - Schedule of Stock-Based Compensation Expense - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Schedule of Stock-Based Compensation Expense [Line Items]
Stock based compensation expense	$ 4,255,432	$ 93,943	$ 544,375	$ 195,056
General and administrative [Member]
Schedule of Stock-Based Compensation Expense [Line Items]
Stock based compensation expense	6,596	9,980	59,002	23,650
Operations [Member]
Schedule of Stock-Based Compensation Expense [Line Items]
Stock based compensation expense	6,511	8,428	49,139	14,625
Research and development [Member]
Schedule of Stock-Based Compensation Expense [Line Items]
Stock based compensation expense	4,239,748	72,271	416,838	152,739
Sales and marketing [Member]
Schedule of Stock-Based Compensation Expense [Line Items]
Stock based compensation expense	$ 2,577	$ 3,264	$ 19,396	$ 4,042

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Loss Per Share - shares	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Schedule of Basic and Diluted Net Loss Per Share [Line Items]
Total potentially dilutive shares	7,040,194	9,574,651	2,929,677	9,022,947
Series Seed Preferred Stock [Member]
Schedule of Basic and Diluted Net Loss Per Share [Line Items]
Total potentially dilutive shares		3,091,672		3,091,672
Series Seed-1 Preferred Stock [Member]
Schedule of Basic and Diluted Net Loss Per Share [Line Items]
Total potentially dilutive shares		2,440,411		2,440,412
Series Seed-2 Preferred Stock [Member]
Schedule of Basic and Diluted Net Loss Per Share [Line Items]
Total potentially dilutive shares		2,088,696		2,088,696
Series Seed-3 Preferred Stock [Member]
Schedule of Basic and Diluted Net Loss Per Share [Line Items]
Total potentially dilutive shares		357,836		357,836
Common Stock Warrants [Member]
Schedule of Basic and Diluted Net Loss Per Share [Line Items]
Total potentially dilutive shares	3,110,272	54,203	1,090,272	54,203
Preferred Stock Warrants [Member]
Schedule of Basic and Diluted Net Loss Per Share [Line Items]
Total potentially dilutive shares		128,820		128,819
Stock Options [Member]
Schedule of Basic and Diluted Net Loss Per Share [Line Items]
Total potentially dilutive shares	1,501,341	1,080,532	1,515,386	861,309
Unvested Restricted Common Stock [Member]
Schedule of Basic and Diluted Net Loss Per Share [Line Items]
Total potentially dilutive shares			324,019

Unaudited Condensed Consolidated Statements of Operations (Parentheticals) - $ / shares	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Income Statement [Abstract]
Weighted average common shares outstanding - diluted	24,556,343	6,708,450	14,204,078	6,896,769
Net loss per common share - diluted	$ (0.37)	$ (0.77)	$ (1.75)	$ (3.17)

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.

Schedule of Information Related to Stock Options

Commitments and Contingencies (Details) - Schedule of Supplemental Information Related To Leases	Mar. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Schedule of Supplemental Balance Sheet [Abstract]
Weighted-average remaining lease term (in years)	1 year 18 days	1 year 3 months 18 days	2 years 3 months 18 days
Weighted-average discount rate	7.25%	7.25%	7.25%

Stock-Based Compensation (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2024

Dec. 31, 2023

Stock-Based Compensation [Abstract]

A summary of information related to stock options for the three months ended March 31, 2024 is as follows:

	Options			Weighted Average Exercise Price		Intrinsic Value
Outstanding as of December 31, 2023		1,515,386		$	0.61	$	5,111,928
Granted		-			-
Exercised		-			-
Forfeited		(14,045	)		0.50
Outstanding as of March 31, 2024		1,501,341		$	0.61	$	5,062,741

Exercisable as of March 31, 2024		853,478		$	0.61	$	2,865,304
Exercisable and expected to vest at March 31, 2024		1,501,341		$	0.61	$	5,062,741

A summary of information related to stock options for the years ended December 31, 2023 and 2022 is as follows:

	Options			Weighted Average Exercise Price		Intrinsic Value
Outstanding as of December 31, 2021		590,073		$	0.49	$	-
Granted		639,682			0.49
Exercised		-			-
Forfeited		(368,446	)		-
Outstanding as of December 31, 2022		861,309			0.49		-
Granted		765,477			0.75
Exercised		-			-
Forfeited		(111,400	)		0.60
Outstanding as of December 31, 2023		1,515,386			0.61		5,111,928
Exercisable as of December 31, 2023		722,264			0.66		2,413,853
Exercisable and expected to vest at December 31, 2023		1,515,386		$	0.61	$	5,111,928

Schedule of Stock-Based Compensation Expense

Stock-based compensation expense for stock options, restricted common stock (Note 8) and the Magna Warrant (Note 8) was classified in the statements of operations as follows:

	Three Months Ended
	March 31,
	2024		2023
General and administrative	$	6,596	$	9,980
Operations		6,511		8,428
Research and development		4,239,748		72,271
Sales and marketing		2,577		3,264
	$	4,255,432	$	93,943

Stock-based compensation expense for stock options and restricted common stock (Note 9) was classified in the statements of operations as follows:

	Years Ended
	December 31
	2023		2022
General and administrative	$	59,002	$	23,650
Operations		49,139		14,625
Research and development		416,838		152,739
Sales and marketing		19,396		4,042
	$	544,375	$	195,056

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:

	Years Ended
	December 31
	2023			2022
Risk-free interest rate		3.58% - 3.91	%		2.98	%
Expected term (in years)		5.52-6.27	%		6.0-6.3	%
Expected volatility		75.0	%		79.1	%
Expected dividend yield		0	%		0	%

Future Equity Obligations

12 Months Ended

Dec. 31, 2023

Future Equity Obligations [Abstract]

FUTURE EQUITY OBLIGATIONS

FUTURE EQUITY OBLIGATIONS

During 2022, the Company issued SAFEs for an aggregate purchase amount of $12,885,001 to investors of Serve (the “2022 SAFEs”). The 2022 agreements, which provide the right of the investors to future equity in the Company, were subject to a valuation cap of $65.0 million with an 80% discount rate for $2,300,000 of the purchase amount with the remaining agreements being uncapped with a 90% discount rate. The agreements had a discount rate of 80%.

In 2023, the Company entered into SAFEs for aggregate purchase amounts of $2,666,953. The 2023 agreements, which provide the right of the investors to future equity in the Company, were subject to a valuation cap of $65 million. The agreements had a discount rate of 80%.

In 2023, the terms of certain 2022 SAFE agreements were modified where previously uncapped agreements were amended to a valuation cap of $80 million. Furthermore, the discount rates were amended from 90% to 80%. The amendments were accounted for as a modification. The SAFEs were marked-to-market, and the effects of modification was included in the change in fair value of SAFEs for the year ended December 31, 2023.

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

As of December 31, 2023 and 2022, the fair value of SAFEs was $0 and $13,150,745, respectively. See Note 6 for fair value disclosures.

Going Concern (Details) - USD ($)	3 Months Ended		12 Months Ended
Going Concern (Details) - USD ($)	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Going Concern [Abstract]
Net losses	$ (9,037,971)	$ (5,138,122)	$ (24,813,736)	$ (21,855,127)
Equity pursuant proceeds	35,700,000
Operating activities	$ (4,078,380)	$ (3,713,409)	(15,970,878)	$ (21,402,786)
Proceeds from convertible promissory note			$ 5,000,000

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

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Reference 26: http://www.xbrl.org/2003/role/disclosureRef
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Reference 27: http://www.xbrl.org/2003/role/disclosureRef
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Reference 28: http://www.xbrl.org/2003/role/disclosureRef
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Reference 29: http://www.xbrl.org/2003/role/disclosureRef
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Reference 30: http://www.xbrl.org/2003/role/disclosureRef
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Reference 32: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
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-Paragraph 60B
-Subparagraph (a)
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Reference 33: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 7
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Reference 35: http://www.xbrl.org/2003/role/disclosureRef
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Reference 36: http://www.xbrl.org/2003/role/disclosureRef
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Commitments and Contingencies [Abstract]

Commitments and Contingencies (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2024

Dec. 31, 2023

Schedule of Components of Lease Costs

The components of lease costs are as follows:

		Three Months Ended
		March 31,
Type	Financial Statement Line Item	2024		2023
Operating lease	General and administrative	$	8,863	$	209,386
Operating lease	Operations		59,645		-
Operating lease	Research and development		32,231		-
Total lease costs		$	100,739	$	209,386

The components of lease costs are as follows:

		Years Ended
	Financial Statement	December 31
Type	Line Item	2023		2022
Operating lease	General and administrative	$	49,810	$	621,388
Operating lease	Operations		665,961		-
Operating lease	Research and development		217,890		-
Total lease costs		$	933,661	$	621,388

Schedule of Supplemental Cash Flow

Supplemental cash flow information related to leases are as follows:

	Three Months Ended
	March 31,
	2024		2023
Operating cash flows paid for operating leases	$	139,077	$	136,266
Right-of-use assets obtained in exchange for operating lease obligations	$	-	$	-

Supplemental cash flow information related to leases are as follows:

	Years Ended
	December 31
	2023		2022
Operating cash flows paid for operating leases	$	550,470	$	381,457
Right-of-use assets obtained in exchange for operating lease obligations	$	-	$	1,535,230

Schedule of Supplemental Balance Sheet

Supplemental balance sheet information related to leases are as follows:

	March 31,			December 31,
	2024			2023
Weighted-average remaining lease term (in years)		1.05			1.30
Weighted-average discount rate		7.25	%		7.25	%

Schedule of Supplemental Information Related To Leases

Supplemental information related to leases are as follows:

	December 31
	2023		2022
Weighted-average remaining lease term (in years)		1.30		2.30
Weighted-average discount rate		7.25		7.25

Schedule of Future Minimum Payments Under Operating Leases

Future minimum payments under operating leases as of December 31, 2023, are as follows:

2024	$	527,983
2025		214,775
Total undiscounted future cash flows		742,758
Less: imputed interest		(34,614	)
Total	$	708,144

Fair Value Measurements (Details) - Schedule of Changes in Fair Value - Embedded Derivative Liability [Member] - Level 3 [Member]	3 Months Ended
	Mar. 31, 2024 USD ($)
Schedule of Changes in Fair Value [Line Items]
Outstanding at beginning
Issuance of simple agreements for future equity	1,489,000
Change in fair value
Outstanding at ending	$ 1,489,000

Property and Equipment, Net (Details) - Schedule of Property and Equipment - USD ($)	Mar. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Schedule of Property and Equipment [Line Items]
Property and equipment, gross	$ 2,346,294	$ 2,342,954	$ 3,807,035
Less: accumulated depreciation	(2,312,455)	(2,294,532)	(430,608)
Property and equipment, net	33,839	48,422	$ 3,376,427
Office Equipment [Member]
Schedule of Property and Equipment [Line Items]
Property and equipment, gross	254,001	250,661
Robot Assets [Member]
Schedule of Property and Equipment [Line Items]
Property and equipment, gross	$ 2,092,293	$ 2,092,293

Summary of Significant Accounting Policies (Details) - USD ($)	1 Months Ended	3 Months Ended		12 Months Ended
	Jan. 31, 2024	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Summary of Significant Accounting Policies [Line Items]
Estimated useful life				2 years
Deferred offering costs		$ 973,491
Deferred revenue		68,899
Advertising expense		16,000	$ 184,000
Remaining carrying value				$ 1,468,995
Delivery revenue				146,462	54,423
Branding fees				45,250	53,575
Other revenue				15,833
Advertising expense				184,000	128,000
Tax benefit
Shares converted (in Shares)	80,000,000
Aggregate shares of common stock (in Shares)				7,978,616
Preferred stock converted into warrants (in Shares)				128,819
Minimum [Member]
Summary of Significant Accounting Policies [Line Items]
Estimated useful life				3 years
Maximum [Member]
Summary of Significant Accounting Policies [Line Items]
Estimated useful life				5 years
Common Stock [Member]
Summary of Significant Accounting Policies [Line Items]
Shares converted (in Shares)				4,372,601
Office Equipment [Member] \| Minimum [Member]
Summary of Significant Accounting Policies [Line Items]
Estimated useful life		3 years
Office Equipment [Member] \| Maximum [Member]
Summary of Significant Accounting Policies [Line Items]
Estimated useful life		5 years
Robot Assets [Member]
Summary of Significant Accounting Policies [Line Items]
Estimated useful life		2 years
One Customer [Member] \| Customer Concentration Risk [Member] \| Revenue Benchmark [Member]
Summary of Significant Accounting Policies [Line Items]
Concentration percentage		90.00%	83.00%	71.00%	50.00%
One Customer [Member] \| Customer Concentration Risk [Member] \| Accounts Receivable [Member]
Summary of Significant Accounting Policies [Line Items]
Concentration percentage			50.00%

Stock-Based Compensation

3 Months Ended

12 Months Ended

Mar. 31, 2024

Dec. 31, 2023

Stock-Based Compensation [Abstract]

STOCK-BASED COMPENSATION

9. STOCK-BASED COMPENSATION

2023 Equity Incentive Plan

The 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.

Serve Robotics 2021 Equity Incentive Plan

The Company has adopted the Serve Robotics 2021 Equity Incentive Plan (the “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 March 31, 2024. As of March 31, 2024, there were 52,627 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 three months ended March 31, 2024 is as follows:

	Options			Weighted Average Exercise Price		Intrinsic Value
Outstanding as of December 31, 2023		1,515,386		$	0.61	$	5,111,928
Granted		-			-
Exercised		-			-
Forfeited		(14,045	)		0.50
Outstanding as of March 31, 2024		1,501,341		$	0.61	$	5,062,741

Exercisable as of March 31, 2024		853,478		$	0.61	$	2,865,304
Exercisable and expected to vest at March 31, 2024		1,501,341		$	0.61	$	5,062,741

As of March 31, 2024, the weighted average duration to expiration of outstanding options was 8.24 years.

Stock-based compensation expense for stock options of $29,266 and $22,581 was recognized under ASC 718 for the three months ended March 31, 2024 and 2023, respectively. Total unrecognized compensation cost related to non-vested stock option awards amounted to approximately $335,000 as of March 31, 2024, which will be recognized over a weighted average period of 2.25 years.

Classification

Stock-based compensation expense for stock options, restricted common stock (Note 8) and the Magna Warrant (Note 8) was classified in the statements of operations as follows:

	Three Months Ended
	March 31,
	2024		2023
General and administrative	$	6,596	$	9,980
Operations		6,511		8,428
Research and development		4,239,748		72,271
Sales and marketing		2,577		3,264
	$	4,255,432	$	93,943

10.

STOCK-BASED COMPENSATION

2023 Equity Incentive Plan

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, 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.

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 December 31, 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 December 31, 2023, there were 38,582 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 years ended December 31, 2023 and 2022 is as follows:

	Options			Weighted Average Exercise Price		Intrinsic Value
Outstanding as of December 31, 2021		590,073		$	0.49	$	-
Granted		639,682			0.49
Exercised		-			-
Forfeited		(368,446	)		-
Outstanding as of December 31, 2022		861,309			0.49		-
Granted		765,477			0.75
Exercised		-			-
Forfeited		(111,400	)		0.60
Outstanding as of December 31, 2023		1,515,386			0.61		5,111,928
Exercisable as of December 31, 2023		722,264			0.66		2,413,853
Exercisable and expected to vest at December 31, 2023		1,515,386		$	0.61	$	5,111,928

As of December 31, 2023, the weighted average duration to expiration of outstanding options was 8.50 years.

Stock-based compensation expense for stock options of $280,482 and $57,860 was recognized for the years ended December 31, 2023 and 2022, respectively. Total unrecognized compensation cost related to non-vested stock option awards amounted to approximately $356,000 as of December 31, 2023, which will be recognized over a weighted average period of 2.50 years.

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

	Years Ended
	December 31
	2023			2022
Risk-free interest rate		3.58% - 3.91	%		2.98	%
Expected term (in years)		5.52-6.27	%		6.0-6.3	%
Expected volatility		75.0	%		79.1	%
Expected dividend yield		0	%		0	%

The weighted average grant date fair value of options granted during 2023 and 2023 were $0.41 and $0.27, respectively.

Classification

Stock-based compensation expense for stock options and restricted common stock (Note 9) was classified in the statements of operations as follows:

	Years Ended
	December 31
	2023		2022
General and administrative	$	59,002	$	23,650
Operations		49,139		14,625
Research and development		416,838		152,739
Sales and marketing		19,396		4,042
	$	544,375	$	195,056

Property and Equipment, Net (Details) - Schedule of Property and Equipment - USD ($)	Mar. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Schedule of Property and Equipment [Line Items]
Property and equipment, gross	$ 2,346,294	$ 2,342,954	$ 3,807,035
Less: accumulated depreciation	(2,312,455)	(2,294,532)	(430,608)
Property and equipment, net	$ 33,839	48,422	3,376,427
Office Equipment [Member]
Schedule of Property and Equipment [Line Items]
Property and equipment, gross		250,661	245,747
Robot assets [Member]
Schedule of Property and Equipment [Line Items]
Property and equipment, gross		$ 2,092,293	$ 3,561,288

Fair Value Measurements (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2024

Dec. 31, 2023

Fair Value Measurements [Abstract]

Schedule of Assets and Liabilities Subject to Fair Value Measurements on a Recurring Basis

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 March 31, 2024 Using:
	Level 1		Level 2		Level 3		Total
Liabilities	$	-	$	-	$	1,489,000	$	1,489,000
Derivative liability	$	-	$	-	$	1,489,000	$	1,489,000

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
December 31, 2022 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 presents changes in Level 3 liabilities measured at fair value for the three months ended March 31, 2024:

	Embedded
	Derivative
	Liability
Outstanding as of December 31, 2023	$	-
Issuance of embedded derivative liability		1,489,000
Change in fair value		-
Outstanding as of March 31, 2024	$	1,489,000

The following table sets forth a summary of changes in the fair value of our Level 3 financial instrument liabilities for the years ended December 31, 2023 and 2022:

	Simple Agreement			Embedded
	For Future Equity			Derivative Liability			Total
Outstanding as of December 31, 2021	$	-		$	-		$	-
Issuance of simple agreements for future equity		12,885,001			-			12,885,001
Change in fair value		265,744			-			265,744
Outstanding as of December 31, 2021		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 upon Merger		(17,490,404	)		(750,000	)		(18,240,404	)
Outstanding as of December 31, 2023	$	-		$	-		$	-

Stock-Based Compensation (Details) - USD ($)	3 Months Ended		12 Months Ended
Stock-Based Compensation (Details) - USD ($)	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expiration of outstanding options			1 year 7 months 6 days
Stock based compensation expense	$ 4,255,432	$ 93,943	$ 544,375	$ 195,056
Weighted average grant date fair value of options granted			$ 0.41	$ 0.27
2023 Equity Incentive Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares issued	1,594,800		1,594,800
Percentage of common stock issued and outstanding			4.00%
2021 Equity Incentive Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares authorized	4,870,663		4,870,663
Shares available	52,627		38,582
Expiration of outstanding options	8 years 2 months 26 days		8 years 6 months
Stock based compensation expense			$ 280,482	$ 57,860
Unrecognized compensation cost	$ 335,000		$ 356,000
Recognized weighted average period	2 years 3 months		2 years 6 months
Stock Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock based compensation expense	$ 29,266	$ 22,581

Property and Equipment, Net (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2024

Dec. 31, 2023

Property and Equipment, Net [Abstract]

Schedule of Property and Equipment

The following is a summary of property and equipment, net:

	March 31,			December 31,
	2024			2023
Office equipment	$	254,001		$	250,661
Robot assets		2,092,293			2,092,293
Total		2,346,294			2,342,954
Less: accumulated depreciation		(2,312,455	)		(2,294,532	)
Property and equipment, net	$	33,839		$	48,422

The following is a summary of property and equipment:

	December 31
	2023			2022
Office equipment	$	250,661		$	245,747
Robot assets		2,092,293			3,561,288
Total		2,342,954			3,807,035
Less: accumulated depreciation		(2,294,532	)		(430,608	)
Property and equipment, net	$	48,422		$	3,376,427

Future Equity Obligations (Details) - USD ($)	1 Months Ended	3 Months Ended		12 Months Ended
Future Equity Obligations (Details) - USD ($)	Jul. 31, 2023	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Future Equity Obligations [Line Items]
Proceeds from simple agreement for future equity			$ 2,666,953	$ 2,666,953	$ 12,885,001
Valuation cap				$ 65,000,000	$ 65,000,000
Valuation cap discount rate					80.00%
Aggregate purchase amount					$ 2,300,000
Valuation uncapped discount rate					90.00%
Agreement discount rate				80.00%	80.00%
Fair value				$ 0	$ 13,150,745
2022 Safe Agreements [Member]
Future Equity Obligations [Line Items]
Valuation cap				$ 80,000,000
Maximum [Member] \| 2022 Safe Agreements [Member]
Future Equity Obligations [Line Items]
Agreement discount rate				90.00%
Minimum [Member] \| 2022 Safe Agreements [Member]
Future Equity Obligations [Line Items]
Agreement discount rate				80.00%
Common Stock [Member]
Future Equity Obligations [Line Items]
Converted shares of common stock (in Shares)	4,372,601

Property and Equipment, Net (Details) - USD ($)	3 Months Ended		12 Months Ended
Property and Equipment, Net (Details) - USD ($)	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Property and Equipment, Net [Abstract]
Depreciation expense	$ 17,923	$ 465,640	$ 1,863,924	$ 388,139
Impairment expense			$ 1,468,995

Property and Equipment, Net

3 Months Ended

12 Months Ended

Mar. 31, 2024

Dec. 31, 2023

Property and Equipment, Net [Abstract]

PROPERTY AND EQUIPMENT, NET

6. PROPERTY AND EQUIPMENT, NET

The following is a summary of property and equipment, net:

	March 31,			December 31,
	2024			2023
Office equipment	$	254,001		$	250,661
Robot assets		2,092,293			2,092,293
Total		2,346,294			2,342,954
Less: accumulated depreciation		(2,312,455	)		(2,294,532	)
Property and equipment, net	$	33,839		$	48,422

Depreciation expense was $17,923 and $465,640 for the three months ended March 31, 2024 and 2023, respectively.

PROPERTY AND EQUIPMENT, NET

The following is a summary of property and equipment:

	December 31
	2023			2022
Office equipment	$	250,661		$	245,747
Robot assets		2,092,293			3,561,288
Total		2,342,954			3,807,035
Less: accumulated depreciation		(2,294,532	)		(430,608	)
Property and equipment, net	$	48,422		$	3,376,427

Depreciation expense was $1,863,924 and $388,139 for the years ended December 31, 2023 and 2022, respectively.

As of December 31, 2023, the Company fully impaired the carrying amount of the robot assets pursuant to its annual impairment assessment. The Company recorded an impairment expense of $1,468,995.

Fair Value Measurements (Details) - Schedule of Assets and Liabilities Subject to Fair Value Measurements on a Recurring Basis - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Schedule of Financial Assets and Liabilities Subject to Fair Value Measurements [Line Items]
Derivative liability	$ 1,489,000
Level 1 [Member]
Schedule of Financial Assets and Liabilities Subject to Fair Value Measurements [Line Items]
Derivative liability
Level 2 [Member]
Schedule of Financial Assets and Liabilities Subject to Fair Value Measurements [Line Items]
Derivative liability
Level 3 [Member]
Schedule of Financial Assets and Liabilities Subject to Fair Value Measurements [Line Items]
Derivative liability	1,489,000
Derivative Liability [Member]
Schedule of Financial Assets and Liabilities Subject to Fair Value Measurements [Line Items]
Derivative liability	1,489,000
Derivative Liability [Member] \| Level 1 [Member]
Schedule of Financial Assets and Liabilities Subject to Fair Value Measurements [Line Items]
Derivative liability
Derivative Liability [Member] \| Level 2 [Member]
Schedule of Financial Assets and Liabilities Subject to Fair Value Measurements [Line Items]
Derivative liability
Derivative Liability [Member] \| Level 3 [Member]
Schedule of Financial Assets and Liabilities Subject to Fair Value Measurements [Line Items]
Derivative liability	$ 1,489,000

Fair Value Measurements (Details) - USD ($)	1 Months Ended		12 Months Ended
Fair Value Measurements (Details) - USD ($)	Apr. 30, 2024	Jan. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Fair Value Measurements [Line Items]
Percentage of probability of liquidity and equity financing			100.00%
Fair value of the underlying common stock (in Dollars per share)				$ 4
Converted shares (in Shares)		80,000,000
Converted shares value (in Dollars)			$ 17,490,404
Subsequent Event [Member]
Fair Value Measurements [Line Items]
Equity converted rate	100.00%
Minimum [Member]
Fair Value Measurements [Line Items]
Percentage of probability of liquidity and equity financing				85.00%
Maximum [Member]
Fair Value Measurements [Line Items]
Percentage of probability of liquidity and equity financing				100.00%
Common Stock [Member]
Fair Value Measurements [Line Items]
Converted shares (in Shares)			4,372,601
Converted shares value (in Dollars)			$ 17,490,404

Commitments and Contingencies (Details) - USD ($)		3 Months Ended		12 Months Ended
Commitments and Contingencies (Details) - USD ($)	Oct. 31, 2024	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Commitments and Contingencies [Line Items]
Outstanding liability		$ 2,335,796
Original equipment cost		45.00%		45.00%
Purchases over obligation		$ 2,300,000				$ 2,300,000
Lease expiring term				August 31, 2025
Proceeds received				$ 4,455,852
Monthly payment		$ 28,011	$ 552,786	1,713,518	$ 378,524
Repayment of company				1,713,521	378,524
Outstanding liability				$ 2,363,807	$ 4,077,328
Percentage of partial purchase				20.00%
Purchase cost				$ 2,300,000
Minimum [Member]
Commitments and Contingencies [Line Items]
Purchase commitments term		2 years
leases cost				9,862
Maximum [Member]
Commitments and Contingencies [Line Items]
Purchase commitments term		3 years
leases cost				$ 18,358
Forecast [Member]
Commitments and Contingencies [Line Items]
Monthly payment	$ 189,262
Security deposit	$ 378,524

Unaudited Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares

Mar. 31, 2024

Dec. 31, 2023

Dec. 31, 2022

$ 0.0001

10,000,000

Common stock, shares authorized

$ 0.0001

300,000,000

Common stock, shares issued

24,957,814

24,832,814

7,161,654

Common stock, shares outstanding

24,633,795

24,508,795

6,826,352

Series Seed Preferred Stock

$ 0.0001

^[1]

4,008,079

3,091,672

Series Seed-1 Preferred Stock

3,091,672

$ 0.0001

^[1]

3,037,227

2,440,411

Series Seed-2 Preferred Stock

2,440,411

$ 0.0001

^[1]

2,599,497

2,088,696

Series Seed-3 Preferred Stock

2,088,696

$ 0.0001

^[1]

445,347

357,836

Summary of Significant Accounting Policies [Abstract]

357,836

[1]	The authorized shares of preferred stock in the consolidated balance sheets above reflect the historical authorized shares of Serve. Upon the Merger, shares issued and outstanding have been retroactively restated to reflect the exchange ratio of 0.8035 as described in Note 4.

Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) - USD ($)	Preferred Stock Series Seed	Preferred Stock Series Seed-1	Preferred Stock Series Seed-2	Preferred Stock Series Seed-3	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
Vested restricted stock purchased with recourse notes						4,250	(165,719)		(161,469)
Vested restricted stock purchased with recourse notes (in Shares)					2,820
Warrants issued in connection with note payable						49,000			49,000
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					$ (28)	28
Restricted stock awards repurchased (in Shares)					(287,591)
Exercise of warrants (in Shares)
Stock-based compensation						195,056			$ 195,056
Net loss								(21,855,127)	(21,855,127)
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
Vested restricted stock purchased with recourse notes						3,436	(1,202)		2,234
Vested restricted stock purchased with recourse notes (in Shares)					2,820
Restricted stock awards repurchased					$ (24)				(24)
Restricted stock awards repurchased (in Shares)					(238,625)
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	31,330,116	(166,921)	(48,658,767)	(17,494,115)
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
Issuance of common stock pursuant to private placement					$ 304	12,160,256			12,160,560
Issuance of common stock pursuant to private placement (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
Patricia shares converted into common stock upon the Merger					$ 150	(150)
Patricia shares converted into common stock upon the Merger (in Shares)					1,500,000
Issuance of common stock pursuant to private placement offering, net of offering costs					$ 14	574,110			574,124
Issuance of common stock pursuant to private placement offering, net of offering costs (in Shares)					143,531
Offering costs consists in connection with issuance of common stock pursuant to Merger						(2,289,697)			(2,289,697)
Vested restricted stock purchased with recourse notes						13,735	(3,897)		9,838
Vested restricted stock purchased with recourse notes (in Shares)					11,194
Warrants issued in connection with note payable						991,000			991,000
Restricted stock awards repurchased					$ (32)	29			(3)
Restricted stock awards repurchased (in Shares)					(319,118)
Exercise of warrants					$ 2	(2)
Exercise of warrants (in Shares)					17,518
Stock-based compensation						544,375			$ 544,375
Net loss								(24,813,736)	(24,813,736)
Balances at Dec. 31, 2023					$ 2,450	64,468,141	(169,616)	(68,334,381)	(4,033,406)
Balances (in Shares) at Dec. 31, 2023					24,508,795
Exercise of warrants					$ 12	5,820			$ 5,832
Exercise of warrants (in Shares)					125,000
Interest on recourse loan							3,987		$ 3,987
Stock-based compensation						4,255,432			4,255,432
Net loss								(9,037,971)	(9,037,971)
Balances at Mar. 31, 2024					$ 2,462	$ 68,729,393	$ (165,629)	$ (77,372,352)	$ (8,806,126)
Balances (in Shares) at Mar. 31, 2024					24,633,795

Summary of Significant Accounting Policies

3 Months Ended

12 Months Ended

Mar. 31, 2024

Dec. 31, 2023

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America (“GAAP”). The Company’s fiscal year end is December 31.

Principles of Consolidation

These 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 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 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 three-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, 2023 included in the Form 10-K filed with the SEC on February 29, 2024.

Use of Estimates

The preparation of the Company’s 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, the valuations of common stock and options. 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 March 31, 2024 and December 31, 2023, all of the Company’s cash and cash equivalents were held at one accredited financial institution.

Concentrations

During the three months ended March 31, 2024, one customer accounted for 90% of the Company’s revenue and accounted for 83% of the Company’s accounts receivable. In the same period in 2023, a different customer accounted for 50% of the Company’s 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 Note 5 for fair value disclosures.

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 Accounting Standards Codification (“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 March 31, 2024 and December 31, 2023, 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 March 31, 2024 and December 31, 2023, inventory primarily consists of robotic component parts purchased from the Company’s suppliers. Management reviews its inventory for obsolescence and impairment periodically and did not record a reserve for obsolete inventory for the three months ended March 31, 2024 and 2023.

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.

Impairment 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 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 March 31, 2024, the Company capitalized $973,491 in deferred offering costs pertaining to the Offering.

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, (b) 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.

Revenue Recognition

The Company accounts for revenue in accordance with ASC 606 – Revenue from Contracts with Customers (“ASC 606”). 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.

The Company recognizes revenue on its software services over time. The Company utilizes labor hours as a measure of progress to estimate the percentage of completion of the performance obligation at each reporting period. Service fees that have been invoiced or paid but performance obligations have not been met are recorded as deferred revenue. As of March 31, 2024, the Company had $68,899 in deferred revenue pertaining to software services, which will be recognized in the second quarter of 2024.

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.

Disaggregation of Revenue

The disaggregation of revenue is as follows:

	Three Months Ended
	March 31,
	2024		2023
Software Services	$	851,101	$	-
Delivery services		51,760		25,252
Branding fees		43,850		15,000
	$	946,711	$	40,252

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 expenses were approximately $16,000 and $184,000 for the three months ended March 31, 2024 and 2023, 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 (“ROU”) asset and a lease liability under most operating leases in its balance sheet. 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 its 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; and

(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 11).

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 March 31, 2024 and 2023, diluted net loss per share is the same as basic net loss per share for each period. Potentially dilutive items outstanding as of March 31, 2024 and 2023 is as follows:

	March 31,
	2024			2023
Convertible notes payable		2,104,562	*		-
Series Seed preferred stock (convertible to common stock)		-			3,091,672
Series Seed-1 preferred stock (convertible to common stock)		-			2,440,411
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		3,110,272			54,203
Preferred stock warrants		-			128,820
Stock options		1,501,341			1,080,532
Unvested restricted common stock		324,019			332,481
Total potentially dilutive shares		7,040,194			9,574,651

*	Represents the number of common shares that the convertible notes, including principal and accrued interest, converted into upon the closing of the Offering in April 2024.

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 consolidated financial statements. As new accounting pronouncements are issued, the Company will adopt those that are applicable under the circumstances.

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.

Principles of Consolidation

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, impairment of long-lived assets, right-of-use assets and liabilities, stock-based compensation and allocation of costs of revenue. 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 December 31, 2023 and 2022, the Company’s cash and cash equivalents were held at one accredited financial institution.

Concentrations

During the years ended December 31, 2023 and 2022, one customer accounted for 71% and 50% of revenue, respectively. The loss of this customer may have a material effect on the Company.

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

●

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

●

See Notes 5 and 8 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 Accounting Standards Codification (“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 December 31, 2023 and 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 December 31, 2023 and 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 years ended December 31, 2023 and 2022.

Property and Equipment

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.

At December 31, 2023, management determined that certain events and circumstances occurred that indicated that the carrying value of the Company’s robot assets may not be recoverable. Based on the undiscounted cash flows over the remaining depreciable life, management determined an impairment of the remaining carrying value totaling $1,468,995 was necessary.

Deferred Offering Costs

The Company complies with the requirements of 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 December 31, 2023 and 2022, there were no deferred offering costs.

Convertible Instruments

Subscription Receivable

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

Accounting for Preferred Stock

ASC 480, Distinguishing Liabilities from Equity, includes standards for how an issuer of equity (including equity shares issued by consolidated entities) classifies and measures on its consolidated balance sheet certain financial instruments with characteristics of both liabilities and equity.

Management is required to determine the presentation for the preferred stock as a result of the redemption and conversion provisions, among other provisions in the agreement. Specifically, management is required to determine whether the embedded conversion feature in the preferred stock is clearly and closely related to the host instrument, and whether the bifurcation of the conversion feature is required and whether the conversion feature should be accounted for as a derivative instrument. If the host instrument and conversion feature are determined to be clearly and closely related (both more akin to equity), derivative liability accounting under ASC 815, Derivatives and Hedging, is not required. Management determined that the host contract of the preferred stock is more akin to equity, and accordingly, liability accounting is not required by the Company. The Company has presented preferred stock within stockholders’ equity.

Costs incurred directly for the issuance of the preferred stock are recorded as a reduction of gross proceeds received by the Company, resulting in a discount to the preferred stock. The discount is not amortized.

Stock-Based Compensation

The Company accounts for stock-based compensation in accordance with ASC 718, Compensation - Stock Compensation (“ASC 718”). The Company measures all stock-based awards granted to employees, directors and non-employee consultants based on the fair value on the date of the grant and recognizes compensation expense for those awards over the requisite service period, which is generally the vesting period of the respective award. For awards with service-based vesting conditions, the Company records the expense for using the straight-line method. For awards with performance-based vesting conditions, the Company records the expense if and when the Company concludes that it is probable that the performance condition will be achieved.

The Company classifies stock-based compensation expense in its statement of operations in the same manner in which the award recipient’s payroll costs are classified or in which the award recipient’s service payments are classified.

The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model. The Company historically has been a private company and lacks company-specific historical and implied volatility information for its stock. Therefore, it estimates its expected stock price volatility based on the historical volatility of publicly traded peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded stock price. The expected term of the Company’s stock options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends on common stock and does not expect to pay any cash dividends in the foreseeable future. Forfeitures are recognized as incurred. Determining the appropriate fair value of stock-based awards requires the input of subjective assumptions. The assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. As a result, if factors change and management uses different assumptions, stock-based compensation expense could be materially different for future awards.

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.

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 year ended December 31, 2023, delivery revenue was $146,462, branding fees were $45,250 and other revenue was $15,833, respectively. During the year ended December 31, 2022, delivery revenue was $54,423 and branding fees were $53,575, 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-producing 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 $184,000 and $128,000 for the years ended December 31, 2023 and 2022, respectively.

Operations

Operations expenses primarily consist of costs for field operations personnel.

General and Administrative Expenses

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

The Company accounts for leases under ASC 842 – Leases. The company does not apply the recognition requirements for leases with a term of twelve months or less.

(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

Income Taxes

The Company uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is unlikely that the deferred tax assets will not be realized. We assess our income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. In accordance with ASC 740-10, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, the Company’s policy will be to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the financial statements.

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 December 31, 2023 and 2022, diluted net loss per share is the same as basic net loss per share for each year. Potentially dilutive items outstanding as of December 31, 2023 and 2022 is as follows:

	December 31
	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		1,090,272		54,203
Preferred stock warrants		-		128,819
Stock options		1,515,386		861,309
Unvested restricted common stock		324,019		-
Total potentially dilutive shares		2,929,677		9,022,947

Excluded in the table of December 31, 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 December 31, 2022. Upon consummation of the Merger, all outstanding SAFEs were converted into 4,372,601 shares of common stock (see Notes 5, 8 and 9).

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.

Stockholders’ Equity (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2024

Dec. 31, 2023

Stockholders’ Equity [Abstract]

Schedule of Warrants

The following is a summary of warrants for the three months ended March 31, 2024:

	Warrants			Weighted Average Exercise Price
Outstanding as of December 31, 2023		1,090,272		$	2.67
Granted		2,145,000			0.01
Exercised		(125,000	)		0.00
Forfeited		-			-
Outstanding as of March 31, 2024		3,110,272		$	0.94

Exercisable as of March 31, 2024		965,272		$	3.02

Schedule of Black-Scholes Pricing Model Using the Range of Inputs

The fair value of the Magna Warrant was $8,566,184, which was valued using the Black-Scholes pricing model using the range of inputs as indicated below:

Risk-free interest rate	4.09	%
Expected term (in years)	10.0
Expected volatility	75.0	%
Expected dividend yield	0	%

Schedule of Liquidation Preferences

The liquidation preferences were as follows:

	December 31
	2023		2022
Series Seed preferred stock	$	-	$	11,999,997
Series Seed-1 preferred stock		-		3,699,950
Series Seed-2 preferred stock		-		5,674,962
Series Seed-3 preferred stock		-		1,250,000
	$	-	$	22,624,909

Summary of Significant Accounting Policies (Details) - Schedule of Disaggregation of Revenue - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Schedule of Disaggregation of Revenue [Abstract]
Software Services	$ 851,101
Delivery services	51,760	25,252
Branding fees	43,850	15,000
Disaggregation of Revenue total	$ 946,711	$ 40,252	$ 207,545	$ 107,819

Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

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Stockholders’ Equity (Details) - Schedule of Warrants	3 Months Ended
Stockholders’ Equity (Details) - Schedule of Warrants	Mar. 31, 2024 $ / shares shares
Class of Stock [Line Items]
Warrants, Outstanding \| shares	1,090,272
Weighted Average Exercise Price, Outstanding \| $ / shares	$ 2.67
Warrants, Exercisable \| shares	965,272
Weighted Average Exercise Price, Exercisable \| $ / shares	$ 3.02
Warrants, Granted \| shares	2,145,000
Weighted Average Exercise Price, Granted \| $ / shares	$ 0.01
Warrants, Exercised \| shares	(125,000)
Weighted Average Exercise Price, Exercised \| $ / shares	$ 0
Warrants, Forfeited \| shares
Weighted Average Exercise Price, Forfeited \| $ / shares
Warrants, Outstanding \| shares	3,110,272
Weighted Average Exercise Price, Outstanding \| $ / shares	$ 0.94

Stockholders’ Equity

3 Months Ended

12 Months Ended

Mar. 31, 2024

Dec. 31, 2023

Stockholders’ Equity [Abstract]

STOCKHOLDERS’ EQUITY

8. STOCKHOLDERS’ EQUITY

Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. Common stockholders are not entitled to receive dividends, unless declared by the Company’s board of directors.

Upon closing of the Merger, there were 10,000,000 and 300,000,000 shares of preferred and common stock, respectively, par value $0.0001 per share, authorized for issuance.

In February 2024, 125,000 common stock warrants were exercised for proceeds of $5,832.

Restricted 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 Company’s 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. As of March 31, 2024, the subscription receivable balance was $165,629 and the corresponding restricted stock award liability was $154,630.

During the three months ended March 31, 2024 and 2023, the Company recorded stock-based compensation pertaining to vesting of restricted common stock of $41,303 and $71,362, respectively.

During the three months ended March 31, 2024 and 2023, the Company repurchased restricted stock awards of 0 and 238,625 shares of common stock, respectively, for nominal value.

Warrants

The following is a summary of warrants for the three months ended March 31, 2024:

	Warrants			Weighted Average Exercise Price
Outstanding as of December 31, 2023		1,090,272		$	2.67
Granted		2,145,000			0.01
Exercised		(125,000	)		0.00
Forfeited		-			-
Outstanding as of March 31, 2024		3,110,272		$	0.94

Exercisable as of March 31, 2024		965,272		$	3.02

The weighted-average remaining term of the warrants outstanding was 7.74 years as of March 31, 2024.

In February 2024, 125,000 placement agent warrants were exercised for shares of common stock for proceeds of $5,832.

Magna Warrant

On February 1, 2024, Serve entered into a Master Services Agreement (the “MSA”) with Magna New Mobility USA, Inc. (“Magna”), retroactively effective as of January 15, 2024 (the “Effective Date”).

In connection with the strategic partnership with Magna, on February 7, 2024, the Company issued to Magna a warrant (the “Magna Warrant”) to purchase up to 2,145,000 shares of its common stock (the “Magna Warrant Shares”), subject to at an exercise price of $0.01 per share. The warrants were issued pursuant to a production agreement executed in connection with the MSA between the parties in April 2024 whereby Magna will assist the Company in assembly of robotic delivery vehicles.

The Magna Warrant will be exercisable in two equal tranches: (i) the first tranche will become exercisable no later than May 15, 2024, subject to certain conditions; and (ii) the second tranche will become exercisable upon Magna’s achievement of a certain manufacturing milestone as set forth in a production and purchase agreement to be entered into with respect to the contract manufacturing of our autonomous delivery robots by Magna or its affiliates. Notwithstanding the foregoing, the Magna Warrant Shares will vest and become exercisable upon any “change of control” (as defined in the Magna Warrant).

The fair value of the Magna Warrant was $8,566,184, which was valued using the Black-Scholes pricing model using the range of inputs as indicated below:

Risk-free interest rate	4.09	%
Expected term (in years)	10.0
Expected volatility	75.0	%
Expected dividend yield	0	%

The Company recognized $4,182,543 in stock-based compensation expense pertaining to these warrants during the three months ended March 31, 2024 based on the vesting conditions noted above and the Company’s estimations of when the services will be completed. The Company recorded the expense to research and development expense in the consolidated statements of operations.

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 “Pre-Merger 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 Pre-Merger 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 445,347 shares were designated as Series Seed-3 Preferred Stock. The Preferred Stock have a par value of $0.0001 per share.

The liquidation preferences were as follows:

	December 31
	2023		2022
Series Seed preferred stock	$	-	$	11,999,997
Series Seed-1 preferred stock		-		3,699,950
Series Seed-2 preferred stock		-		5,674,962
Series Seed-3 preferred stock		-		1,250,000
	$	-	$	22,624,909

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, in its discretion, determines to issue dividends and then only at the times and in the amounts that our Board 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 5 and 8).

Upon consummation of the Merger, the outstanding convertible note was converted into 937,961 shares of common stock (see Note 7).

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

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 $547,123, or $4.00 per share. The Company received $529,127 in net proceeds.

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 years ended December 31, 2023 and 2022, 11,194 and 2,820 shares of restricted common stock vested for a value of $13,735 and $4,250, all respectively. As of December 31, 2023 and 2022, the subscription receivable balance was $169,616 and 165,719 and the corresponding restricted stock award liability were $158,617 and 162,747, all respectively.

Prior to December 31, 2023, the Company has issued 6,842,490 shares of common stock subject to vesting requirements, whereby the Company can repurchase unvested shares at its option upon an employees termination. As of December 31, 2023, 2,877,761 shares remained unvested and will vest over approximately 1.6 years.

During the years ended December 31, 2023 and 2022, the Company recorded stock-based compensation pertaining to vesting of restricted common stock of $263,893 and $141,446, respectively. Total unrecognized compensation cost related to non-vested restricted common stock amounted to approximately $638,000 as of December 31, 2023.

During the years ended December 31, 2023 and 2022, the Company repurchased restricted stock awards of 319,118 and 287,591 shares of common stock, respectively, for nominal value.

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 7), 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 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 five years, a volatility of 75% and a risk-free interest rate of 4.18%. The Company recognized a note discount for $991,000 in relation to the warrants, which was immediately recognized in interest expense as of the note conversion date on July 31, 2023. As of December 31, 2023, all of the warrants were outstanding and were immediately exercisable.

In connection with the Private Placement as of December 31, 2023, the Company granted an additional 403,909 warrants to purchase common stock to the placement agents. Of these, 153,909 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. The warrants are both an increase to additional paid-in capital and net against the proceeds of the offering for a net zero effect to additional paid-in capital.

As of December 31, 2023, there were an aggregate of 1,090,272 warrants to purchase common stock outstanding with a weighted-average exercise price of $2.67 per share and a weighted-average remaining term of 3.2 years.

The entire disclosure for equity.

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Stockholders’ Equity (Details) - Schedule of Liquidation Preferences - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Class of Stock [Line Items]
Liquidation preference preferred stock		$ 22,624,909
Series Seed preferred stock [Member]
Class of Stock [Line Items]
Liquidation preference preferred stock		11,999,997
Series Seed-1 preferred stock [Member]
Class of Stock [Line Items]
Liquidation preference preferred stock		3,699,950
Series Seed-2 preferred stock [Member]
Class of Stock [Line Items]
Liquidation preference preferred stock		5,674,962
Series Seed-3 preferred stock [Member]
Class of Stock [Line Items]
Liquidation preference preferred stock		$ 1,250,000

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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Summary of Significant Accounting Policies [Abstract]

Accounting Policies, by Policy (Policies)

3 Months Ended

12 Months Ended

Mar. 31, 2024

Dec. 31, 2023

Basis of Presentation

Basis of Presentation

The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America (“GAAP”). The Company’s fiscal year end is December 31.

Basis of Presentation

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

Principles of Consolidation

Principles of Consolidation

Principles of Consolidation

Unaudited Interim Financial Information

Unaudited Interim Financial Information

Use of Estimates

Use of Estimates

Use of Estimates

Concentrations of Credit Risk

Concentrations of Credit Risk

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 December 31, 2023 and 2022, the Company’s cash and cash equivalents were held at one accredited financial institution.

Concentrations

Concentrations

Concentrations

During the years ended December 31, 2023 and 2022, one customer accounted for 71% and 50% of revenue, respectively. The loss of this customer may have a material effect on the Company.

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.

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 Note 5 for fair value disclosures.

Fair Value Measurements

●

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

●

See Notes 5 and 8 for fair value disclosures of future equity obligations.

Accounts Receivable

Accounts Receivable

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 Accounting Standards Codification (“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 December 31, 2023 and 2022, the Company determined there was no allowance for doubtful accounts necessary.

Inventory

Inventory

Inventory

Property and Equipment

Property and Equipment

Property and Equipment

Impairment of Long-Lived Assets

Impairment of Long-Lived Assets

Impairment of Long-Lived Assets

Deferred Offering Costs

Deferred Offering Costs

Deferred Offering Costs

The Company complies with the requirements of 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 December 31, 2023 and 2022, there were no deferred offering costs.

Convertible Instruments

Convertible Instruments

Convertible Instruments

Revenue Recognition

Revenue Recognition

The Company accounts for revenue in accordance with ASC 606 – Revenue from Contracts with Customers (“ASC 606”). 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 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.

Disaggregation of Revenue

Disaggregation of Revenue

The disaggregation of revenue is as follows:

	Three Months Ended
	March 31,
	2024		2023
Software Services	$	851,101	$	-
Delivery services		51,760		25,252
Branding fees		43,850		15,000
	$	946,711	$	40,252

Cost of Revenue

Cost of Revenue

Cost of Revenue

Sales and Marketing

Sales and Marketing

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 $184,000 and $128,000 for the years ended December 31, 2023 and 2022, respectively.

Operations

Operations

Operations expenses primarily consist of costs for field operations personnel.

Operations

Operations expenses primarily consist of costs for field operations personnel.

General and Administrative Expenses

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.

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; and

(iii) the Company has the right to direct the use of the asset.

Leases

The Company accounts for leases under ASC 842 – Leases. The company does not apply the recognition requirements for leases with a term of twelve months or less.

(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

	March 31,
	2024			2023
Convertible notes payable		2,104,562	*		-
Series Seed preferred stock (convertible to common stock)		-			3,091,672
Series Seed-1 preferred stock (convertible to common stock)		-			2,440,411
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		3,110,272			54,203
Preferred stock warrants		-			128,820
Stock options		1,501,341			1,080,532
Unvested restricted common stock		324,019			332,481
Total potentially dilutive shares		7,040,194			9,574,651

*	Represents the number of common shares that the convertible notes, including principal and accrued interest, converted into upon the closing of the Offering in April 2024.

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 December 31, 2023 and 2022, diluted net loss per share is the same as basic net loss per share for each year. Potentially dilutive items outstanding as of December 31, 2023 and 2022 is as follows:

	December 31
	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		1,090,272		54,203
Preferred stock warrants		-		128,819
Stock options		1,515,386		861,309
Unvested restricted common stock		324,019		-
Total potentially dilutive shares		2,929,677		9,022,947

Recently Adopted Accounting Pronouncements

Recently Adopted Accounting Pronouncements

Recently Adopted Accounting Pronouncements

Subscription Receivable

Subscription Receivable

Accounting for Preferred Stock

Accounting for Preferred Stock

Stock-Based Compensation

Stock-Based Compensation

Income Taxes

Income Taxes

Subsequent Events (Details) - USD ($)			1 Months Ended	3 Months Ended
Subsequent Events (Details) - USD ($)	Feb. 07, 2024	Jan. 02, 2024	Apr. 17, 2024	Mar. 31, 2024	Apr. 22, 2024
Subsequent Events [Line Items]
Price paid per share				2,104,562
Shares purchase				63,479
Exercise price				$ 2.42
Subsequent Event [Member]
Subsequent Events [Line Items]
Proceeds from underwriting discount			$ 35,700,000
Warrant purchase					500,000
Warrant exercisable per share price					$ 5
Shares purchase	2,145,000
Exercise price	$ 0.01
Received an aggregate in proceeds		$ 5,000,000
Convertible promissory notes bear interest		6.00%
Price paid per share		75.00%
Common stock, outstanding shares		$ 80,000,000
Common Stock [Member]
Subsequent Events [Line Items]
Conversion price per share				$ 2.42
Common Stock [Member] \| Subsequent Event [Member]
Subsequent Events [Line Items]
Common stock, outstanding shares		$ 80,000,000

Reverse Merger Accounting (Details)	3 Months Ended	12 Months Ended
Reverse Merger Accounting (Details)	Mar. 31, 2024	Dec. 31, 2023
Reverse Merger Accounting [Line Items]
Description of conversion ratio		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”).
Patricia Acquisition Corp. [Member]
Reverse Merger Accounting [Line Items]
Common share conversion ratio	0.8035

Stockholders’ Equity (Details) - Schedule of Black-Scholes Pricing Model Using the Range of Inputs	Mar. 31, 2024
Risk-free Interest Rate [Member]
Schedule of Black-Scholes Pricing Model Using the Range of Inputs [Line Items]
Warrant range of inputs	4.09
Expected Term (in years) [Member]
Schedule of Black-Scholes Pricing Model Using the Range of Inputs [Line Items]
Warrant range of inputs	10
Expected Volatility [Member]
Schedule of Black-Scholes Pricing Model Using the Range of Inputs [Line Items]
Warrant range of inputs	75
Expected Dividend Yield [Member]
Schedule of Black-Scholes Pricing Model Using the Range of Inputs [Line Items]
Warrant range of inputs	0

Nature of Operations (Details) - Subsequent Event [Member] - USD ($) $ / shares in Units, $ in Millions	Apr. 17, 2024	Feb. 07, 2024
Nature of Operations [Line Items]
Number of shares (in Shares)		2,145,000
Aegis Capital Corp. [Member]
Nature of Operations [Line Items]
Number of shares (in Shares)	10,000,000
Share price	$ 4
Public offering amount (in Dollars)	$ 35.7
Common Stock [Member]
Nature of Operations [Line Items]
Common stock, per value	$ 0.0001

Nature of Operations

3 Months Ended

12 Months Ended

Mar. 31, 2024

Dec. 31, 2023

Nature of Operations [Abstract]

NATURE OF OPERATIONS

1. NATURE OF OPERATIONS

Serve Operating Co. (“Serve”) (formerly known as Serve Robotics Inc.) is a corporation formed on January 15, 2021 under the laws of the State of Delaware.

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 (as defined below). Pursuant to this transaction (the “Merger”), Serve 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. In addition, on July 31, 2023, the board of directors of Patricia Acquisition Corp., a Delaware corporation incorporated on November 9, 2020 (“Patricia”) and all of its pre-Merger 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.” Following the consummation of the Merger, Serve changed its name to “Serve Operating Co.”

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. (the “Company”). The Company is developing autonomous robots for last-mile delivery services. The Company is headquartered in Redwood City, California. 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 have been replaced with the historical financial statements of Serve before the Merger in filings with the SEC since the Merger unless otherwise noted.

Public Offering

On April 17, 2024, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Aegis Capital Corp. (“Aegis”) in connection with the public offering of 10,000,000 shares of the Company’s common stock, par value $0.0001, at a public offering price of $4.00 per share (the “Offering”). The Company’s net proceeds from the Offering, after deducting the underwriting discount and other estimated offering expenses payable by the Company, were approximately $35.7 million. As a result of the Offering, the Company’s Common Stock was approved for listing on The Nasdaq Capital Market and commenced trading under the ticker symbol “SERV” beginning on April 18, 2024. See Note 11.

1.	NATURE OF OPERATIONS, HISTORY, ORGANIZATION AND BUSINESS

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, a wholly-owned subsidiary of Patricia Acquisition Corp., a Delaware corporation incorporated on November 9, 2020 (“Patricia”), 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. In addition, on July 31, 2023, the board of directors of Patricia and all of its pre-Merger 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.” Following the consummation of the Merger, Serve changed its name to “Serve Operating Co.”

As a result of the Merger, Patricia acquired the business of Serve and continued 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 have been replaced with the historical financial statements of Serve before the Merger in filings with the SEC since the Merger unless otherwise noted.

Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Loss Per Share - shares

3 Months Ended

12 Months Ended

Mar. 31, 2024

Mar. 31, 2023

Dec. 31, 2023

Dec. 31, 2022

Schedule of Basic and Diluted Net Loss Per Share [Line Items]

Convertible Notes Payable [Member]

7,040,194

9,574,651

2,929,677

9,022,947

Schedule of Basic and Diluted Net Loss Per Share [Line Items]

Series Seed Preferred Stock [Member]

2,104,562

^[1]

Schedule of Basic and Diluted Net Loss Per Share [Line Items]

Series Seed-1 Preferred Stock [Member]

3,091,672

Schedule of Basic and Diluted Net Loss Per Share [Line Items]

Series Seed-2 Preferred Stock [Member]

2,440,411

2,440,412

Schedule of Basic and Diluted Net Loss Per Share [Line Items]

Series Seed-3 Preferred Stock [Member]

2,088,696

Schedule of Basic and Diluted Net Loss Per Share [Line Items]

Common Stock Warrants [Member]

357,836

Schedule of Basic and Diluted Net Loss Per Share [Line Items]

Preferred Stock Warrants [Member]

3,110,272

54,203

1,090,272

54,203

Schedule of Basic and Diluted Net Loss Per Share [Line Items]

Schedule of Basic and Diluted Net Loss Per Share [Line Items]

128,820

128,819

Stock Options [Member]

Unvested Restricted Common Stock [Member]

1,501,341

1,080,532

1,515,386

861,309

Schedule of Basic and Diluted Net Loss Per Share [Line Items]

Commitments and Contingencies [Abstract]

324,019

332,481

[1]	Represents the number of common shares that the convertible notes, including principal and accrued interest, converted into upon the closing of the Offering in April 2024.

Commitments and Contingencies

3 Months Ended

12 Months Ended

Mar. 31, 2024

Dec. 31, 2023

COMMITMENTS AND CONTINGENCIES

10. COMMITMENTS AND CONTINGENCIES

Leases – Right of Use Asset and Liability

The components of lease costs are as follows:

		Three Months Ended
		March 31,
Type	Financial Statement Line Item	2024		2023
Operating lease	General and administrative	$	8,863	$	209,386
Operating lease	Operations		59,645		-
Operating lease	Research and development		32,231		-
Total lease costs		$	100,739	$	209,386

Supplemental cash flow information related to leases are as follows:

	Three Months Ended
	March 31,
	2024		2023
Operating cash flows paid for operating leases	$	139,077	$	136,266
Right-of-use assets obtained in exchange for operating lease obligations	$	-	$	-

Supplemental balance sheet information related to leases are as follows:

	March 31,			December 31,
	2024			2023
Weighted-average remaining lease term (in years)		1.05			1.30
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 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. The outstanding liability at March 31, 2024 was $2,335,796. The Company has the option to purchase the assets at the end of the lease for 45% 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 originally called for the Company to make a minimum of $2.30 million in purchases over a two-year period ending December 2023. At the end of the two-year period, the manufacturer was permitted to invoice the Company for any shortfall in orders. This agreement was extended in January 2024, pursuant to which half of the required $2.30 million is to be purchased in 2024 and the other half by December 31, 2025. 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, if any, arising out of any such matters will have a material adverse effect on its business, financial condition or results of operations.

12.

COMMITMENTS AND CONTINGENCIES

Leases – Right of Use Asset and Liability

The Company has three leases for office and warehouse space with monthly ranging from $9,862 to $18,358, and terms expiring prior to August 31, 2025.

The components of lease costs are as follows:

		Years Ended
	Financial Statement	December 31
Type	Line Item	2023		2022
Operating lease	General and administrative	$	49,810	$	621,388
Operating lease	Operations		665,961		-
Operating lease	Research and development		217,890		-
Total lease costs		$	933,661	$	621,388

Supplemental cash flow information related to leases are as follows:

	Years Ended
	December 31
	2023		2022
Operating cash flows paid for operating leases	$	550,470	$	381,457
Right-of-use assets obtained in exchange for operating lease obligations	$	-	$	1,535,230

Supplemental information related to leases are as follows:

	December 31
	2023		2022
Weighted-average remaining lease term (in years)		1.30		2.30
Weighted-average discount rate		7.25		7.25

Future minimum payments under operating leases as of December 31, 2023, are as follows:

2024	$	527,983
2025		214,775
Total undiscounted future cash flows		742,758
Less: imputed interest		(34,614	)
Total	$	708,144

Finance Lease – Failed Sales-Leaseback

In November 2022, the Company entered into a lease agreement with Farnam Capital for its second-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 $4,455,852 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 years ended December 31, 2023 and 2022, the Company made repayments totaling $1,713,521 and $378,524, respectively. The outstanding liability at December 31, 2023 and 2022 was $2,363,807 and $4,077,328, respectively. The Company has the option to purchase the assets at the end of the lease for 45% of the original equipment cost, and there was a partial purchase of 20%. In December 2023, the Company entered into a modification that would modify and extend the lease payments subject to certain conditions being met; however, based on the terms of the modification as of December 31, 2023, all remaining lease payments were to be in 2024.

Minimum Purchase 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 $2.30 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. As of December 31, 2023, the minimum purchase commitment was extended one year.

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.

Commitments and Contingencies (Details) - Schedule of Supplemental Cash Flow - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Schedule of Supplemental Cash Flow [Abstract]
Operating cash flows paid for operating leases	$ 139,077	$ 136,266	$ 550,470	$ 381,457
Right-of-use assets obtained in exchange for operating lease obligations				$ 1,535,230

Stock-Based Compensation (Details) - Schedule of Stock Options were Valued Using the Range of Inputs	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Schedule of Stock Options were Valued Using the Range of Inputs [Line items]
Risk-free interest rate		2.98%
Expected volatility	75.00%	79.10%
Expected dividend yield	0.00%	0.00%
Minimum [Member]
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	6 years
Maximum [Member]
Schedule of Stock Options were Valued Using the Range of Inputs [Line items]
Risk-free interest rate	3.91%
Expected term (in years)	6 years 3 months 7 days	6 years 3 months 18 days

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

Schedule of Deferred Tax Assets and Liabilities

Commitments and Contingencies (Details) - Schedule of Components of Lease Costs - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Schedule of Components of Lease Costs [Line Items]
Total lease costs	$ 100,739	$ 209,386	$ 933,661	$ 621,388
General and Administrative [Member]
Schedule of Components of Lease Costs [Line Items]
Total lease costs	8,863	209,386	49,810	621,388
Operations [Member]
Schedule of Components of Lease Costs [Line Items]
Total lease costs	59,645
Research and Development [Member]
Schedule of Components of Lease Costs [Line Items]
Total lease costs	$ 32,231		$ 217,890

Note Payable (Details) - USD ($)					1 Months Ended		3 Months Ended		12 Months Ended
Note Payable (Details) - USD ($)	Oct. 26, 2023	Jul. 31, 2023	Apr. 30, 2023	Mar. 31, 2022	Jan. 31, 2024	Apr. 30, 2023	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022	Oct. 31, 2022
Notes Payable [Line Items]
Note payable							$ 14,984		$ 19,067	$ 35,400
Repayments of note payable							250,000	$ 250,000	1,750,000	250,000
Amortization of debt discount							1,212,836	4,000	1,811,798	13,600
Serve received in proceeds								$ 70,000	$ 70,000
Interest rate								7.67%	7.67%
Net proceeds cost	$ 529,127
Amortization of debt discount					$ 169,875
Converted shares (in Shares)					80,000,000
Derivative liability convertible note									$ 601,000
Debt discount					$ 1,658,875
Interest expense					1,193,770
Unamortized discount balance							465,105
Unamortized discount outstanding							4,549,395
Interest expense incurred							62,681
Repayment of debt									1,713,521	378,524
Fair value of warrant									149,000
Proceeds from short-term notes									$ 750,000	2,500,000
Accrued interest percentage									18.00%
Offering cost			$ 203,090
Contingent warrants issued conversion									$ 991,000
Proceeds received		$ 449,000
Notes bore interest rate		7.67%
Silicon Valley Bank [Member]
Notes Payable [Line Items]
Net of unamortized discount							985,016		1,230,933	2,214,600
Repayments of note payable									1,000,000	250,000
Promissory note principal amount				$ 2,500,000							$ 83,333
Maturity date				Mar. 01, 2025
Bering interest rate				3.25%
Interest expense									$ 72,639	58,463
Warrants have an exercise price (in Dollars per share)									$ 0.49
Warrant exercisable									12 years
Fair value of warrant									$ 49,000
Convertible Notes Payable [Member]
Notes Payable [Line Items]
Amortization of debt discount									$ 804,465
Financing cost			3,001,500		5,014,500
Net proceeds cost			$ 2,798,410		$ 4,844,625
Percentage of conversion price			80.00%		75.00%
Converted shares (in Shares)			937,961		80,000,000	2,104,562			937,961
Derivative liability convertible note					$ 1,489,000				$ 601,000
Repayment of debt									1,250,000	2,250,000
Proceeds from short-term notes									$ 750,000
Converted price (in Dollars per share)			$ 3.2			$ 3.2
Convertible Notes Payable [Member] \| Bear Interest Payable [Member]
Notes Payable [Line Items]
Bearing interest rate			10.00%		6.00%	10.00%
Short-Term Notes [Member]
Notes Payable [Line Items]
Notes exit fee rate									16.00%
Repaid notes payable									$ 870,015
Serve – Chief Executive Officer [Member]
Notes Payable [Line Items]
Principal interest percentage									16.00%
Serve – Chief Executive Officer [Member] \| Note Payable – Related Party [Member]
Notes Payable [Line Items]
Note and exit fee									$520,840
Warrant [Member]
Notes Payable [Line Items]
Amortization of debt discount							$ 1,212,836	$ 4,000	$ 16,333	$ 13,600
Warrants exercised (in Shares)									40,292
Warrant [Member] \| Bear Interest Payable [Member]
Notes Payable [Line Items]
Bearing interest rate									10.00%
Common Stock [Member]
Notes Payable [Line Items]
Converted shares (in Shares)									4,372,601
Shares issued (in Shares)									17,518

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2023

Income Taxes [Abstract]

The following table presents the deferred tax assets and liabilities by source:

	December 31
	2023			2022
Deferred tax assets:
Net operating loss carryforwards	$	11,896,550		$	8,940,441
Capitalized research and development costs		2,516,557			-
Other temporary differences		(943	)		85,998
Valuation allowance		(14,412,164	)		(9,026,439	)
Net deferred tax assets	$	-		$	-

Unaudited Condensed Consolidated Statements of Operations - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Income Statement [Abstract]
Revenues	$ 946,711	$ 40,252	$ 207,545	$ 107,819
Cost of revenues	352,438	367,261	1,730,262	1,148,426
Gross profit (loss)	594,273	(327,009)	(1,522,717)	(1,040,607)
Operating expenses:
General and administrative	1,008,071	1,015,987	4,618,499	3,786,124
Operations	540,974	521,687	2,564,930	2,035,063
Research and development	6,638,441	2,082,949	9,947,258	13,565,765
Sales and marketing	118,236	279,582	605,205	525,494
Total operating expenses	8,305,722	3,900,205	19,204,887	19,912,446
Impairment of long-lived assets			1,468,995
Loss from operations	(7,711,449)	(4,227,214)	(20,727,604)	(20,953,053)
Other income (expense), net:
Interest expense, net	(1,326,522)	(41,744)	(2,264,426)	(636,330)
Change in fair value of derivative liability			(149,000)
Change in fair value of simple agreements for future equity		(869,164)	(1,672,706)	(265,744)
Total other income (expense), net	(1,326,522)	(910,908)	(4,086,132)	(902,074)
Provision for income taxes
Net loss	$ (9,037,971)	$ (5,138,122)	$ (24,813,736)	$ (21,855,127)
Weighted average common shares outstanding - basic (in Shares)	24,556,343	6,708,450	14,204,078	6,896,769
Net loss per common share - basic (in Dollars per share)	$ (0.37)	$ (0.77)	$ (1.75)	$ (3.17)

Stock-Based Compensation (Details) - Schedule of Information Related to Stock Options - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Schedule of Information Related to Stock Options [Abstract]
Stock options, Outstanding Beginning balance	1,515,386	861,309	590,073
Weighted Average Exercise Price, Outstanding Beginning balance	$ 0.61	$ 0.49	$ 0.49
Intrinsic Value, Outstanding Beginning balance	$ 5,111,928
Stock options, Granted		765,477	639,682
Weighted Average Exercise Price, Granted		$ 0.75	$ 0.49
Stock options, Exercised
Weighted Average Exercise Price, Exercised
Stock options, Forfeited	(14,045)	(111,400)	(368,446)
Weighted Average Exercise Price, Forfeited	$ 0.5	$ 0.6
Stock options, Outstanding Ending balance	1,501,341	1,515,386	861,309
Weighted Average Exercise Price, Ending balance	$ 0.61	$ 0.61	$ 0.49
Intrinsic Value, Ending balance	$ 5,062,741	$ 5,111,928
Stock options, Exercisable Ending balance	853,478	722,264
Weighted Average Exercise Price, Exercisable Ending balance	$ 0.61	$ 0.66
Intrinsic Value, Exercisable Ending balance	$ 2,865,304	$ 2,413,853
Stock options, Exercisable and expected to vest	1,501,341	1,515,386
Weighted Average Exercise Price, Exercisable and expected to vest	$ 0.61	$ 0.61
Intrinsic Value, Exercisable and expected to vest	$ 5,062,741	$ 5,111,928

Commitments and Contingencies (Details) - Schedule of Lease Costs - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Schedule of Lease Costs [Line Items]
Operating lease	$ 100,739	$ 209,386	$ 933,661	$ 621,388
General and administrative [Member]
Schedule of Lease Costs [Line Items]
Operating lease	8,863	209,386	49,810	621,388
Operations [Member]
Schedule of Lease Costs [Line Items]
Operating lease			665,961
Research and development [Member]
Schedule of Lease Costs [Line Items]
Operating lease	$ 32,231		$ 217,890

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Fair Value Measurements (Details) - Schedule of Assets and Liabilities Subject to Fair Value Measurements on a Recurring Basis - Fair Value, Recurring [Member] - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Liabilities:
Simple agreement for future equity		$ 13,150,745
Derivative liability
Total		13,150,745
Fair Value, Inputs, Level 1 [Member]
Liabilities:
Simple agreement for future equity
Derivative liability
Total
Fair Value, Inputs, Level 2 [Member]
Liabilities:
Simple agreement for future equity
Derivative liability
Total
Fair Value, Inputs, Level 3 [Member]
Liabilities:
Simple agreement for future equity		13,150,745
Derivative liability
Total		$ 13,150,745

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.

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