0001832483-24-000029 | 10-Q | XBRL Viewer

COMMITMENTS AND CONTINGENCIES

9 Months Ended

Sep. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

Leases – Right of Use Asset and Liability

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 components of lease costs are as follows:


		Three Months Ended September 30,				Nine Months Ended September 30,
Type	Financial Statement Line Item	2024		2023		2024		2023
Operating lease	General and administrative	$	8,863	$	(136,226)	$	26,588	$	275,544
Operating lease	Operations	339,615		326,462		502,942		326,462
Operating lease	Research and development	63,339		154,564		132,693		154,564
Total lease costs		$	411,817	$	344,800	$	662,223	$	756,570

Prior period amounts have been reclassified to conform to current period presentation.

Supplemental cash flow information related to leases are as follows:


	Nine Months Ended September 30,
	2024		2023
Operating cash flows paid for operating leases	$	419,906	$	411,393
Right-of-use assets obtained in exchange for operating lease obligations	$	275,326	$	-

Supplemental balance sheet information related to leases are as follows:


	September 30, 2024		December 31, 2023
Weighted-average remaining lease term (in years)	0.93		1.30
Weighted-average discount rate	7.25	%	7.25	%

In June 2023, the Company entered in two equipment lease agreements for its robot assets for an aggregate commitment amount of approximately $11.60 million. The agreements have an initial term of two years and will require security deposits of approximately $930,000, which is not due until initial funds are drawn. The Company has the option to purchase the assets at the end of the lease for 35%- 40% of the original equipment cost. As of September 30, 2024, no amount has been drawn under these agreements.

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 September 30, 2024 was $1,042,093. 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.

STOCK-BASED COMPENSATION (Tables)

9 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement [Abstract]

Schedule of Information Related to Stock Options

A summary of information related to stock options for the nine months ended September 30, 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	110,374	4.05
Exercised	(28,378)	1.84
Forfeited	(75,797)	0.53
Outstanding as of September 30, 2024	1,521,585	$	0.84	$	10,818,782

Exercisable as of September 30, 2024	965,483	$	0.83	$	6,878,112
Exercisable and expected to vest at September 30, 2024	1,521,585	$	0.84	$	10,818,782

Schedule of Stock-Based Compensation Expense

Stock-based compensation expense for stock options, restricted common stock and RSUs (Note 7) and the Magna Warrant (Note 7) was classified in the statements of operations as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
General and administrative	$	386,281	$	11,924	$	820,658	$	33,239
Operations	47,066		9,600		191,305		27,902
Research and development	1,740,947		77,997		8,841,755		232,182
Sales and marketing	20,717		3,863		76,762		10,933
	$	2,195,011	$	103,384	$	9,930,480	$	304,256

Unaudited Condensed Consolidated Statements of Cash Flows - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Cash flows from operating activities:
Net loss	$ (26,071,557)	$ (17,750,350)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	36,560	1,396,919
Stock-based compensation	9,930,480	304,256
Amortization of debt discount	1,677,942	816,715
Warrants issued with convertible note	0	991,000
Change in fair value of derivative liability	221,560	149,000
Change in fair value of simple agreements for future equity	0	1,672,706
Interest on recourse loan	0	(2,797)
Changes in operating assets and liabilities:
Accounts receivable	(10,144)	19,742
Inventory	446,986	(250,459)
Prepaid expenses	(2,775,591)	(517,233)
Escrow receivable	(180,000)	0
Accounts payable	1,556,149	782,454
Accrued liabilities	(110,870)	129,481
Deferred revenue	14,097	0
Right of use liabilities, net	(14,433)	(35,782)
Net cash used in operating activities	(15,278,821)	(12,294,348)
Cash flows from investing activities:
Purchase of property and equipment	(5,394,399)	(2,493)
Net cash used in investing activities	(5,394,399)	(2,493)
Cash flows from financing activities:
Proceeds from issuance of common stock pursuant to public offering, net of offering costs	35,849,136	0
Proceeds from issuance of prefunded warrants to purchase common stock in connection with private placement, net of issuance costs	17,115,963	0
Proceeds from exercise of warrants	16,324,832	0
Proceeds from convertible notes payable, net of offering costs	4,844,625	2,798,410
Proceeds from exercise of options	86,755	0
Proceeds from note payable		750,000
Repayments of note payable	(1,250,000)	(1,500,000)
Proceeds from note payable, related party	0	449,000
Repayments of notes payable, related party	(70,000)	(449,000)
Issuance of common stock pursuant to Merger, net of offering costs	0	10,026,258
Proceeds from simple agreement for future equity	0	2,666,953
Repayment of lease liability financing	(1,321,714)	(1,658,359)
Net cash provided by financing activities	71,579,597	13,083,262
Net change in cash and cash equivalents	50,906,377	786,421
Cash and cash equivalents at beginning of period	6,756	2,715,719
Cash and cash equivalents at end of period	50,913,133	3,502,140
Supplemental disclosure of cash flow information:
Cash paid for income taxes	0	0
Cash paid for interest	62,494	258,256
Supplemental disclosure of non-cash investing and financing activities:
Conversion of convertible note and derivative into common stock	6,803,600	0
Vested restricted stock purchased with recourse notes	0	10,302
Derivative liability in connection with convertible note	0	601,000
Debt discount issued as accrued liability	$ 0	$ 63,840

FAIR VALUE MEASUREMENTS (Tables)

9 Months Ended

Sep. 30, 2024

Fair Value Disclosures [Abstract]

Schedule of Changes in Level 3 Liabilities Measured at Fair Value

The following table presents changes in Level 3 liabilities measured at fair value for the nine months ended September 30, 2024:


	Embedded Derivative Liability
Outstanding as of December 31, 2023	$	-
Issuance of embedded derivative liability	1,489,000
Change in fair value	221,560
Conversion to common stock	(1,710,560)
Outstanding as of September 30, 2024	$	-

PROPERTY AND EQUIPMENT, NET - Narrative (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Property, Plant and Equipment [Abstract]
Depreciation	$ 9,060	$ 465,640	$ 36,560	$ 1,396,919

Insider Trading Arrangements	3 Months Ended	9 Months Ended
Insider Trading Arrangements	Sep. 30, 2024 shares	Sep. 30, 2024 shares
Trading Arrangements, by Individual
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false
Touraj Parang [Member]
Trading Arrangements, by Individual
Material Terms of Trading Arrangement		On September 9, 2024, Touraj Parang, the Company's President and Chief Operating Officer, entered into a 10b5-1 trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act, providing for the potential sale of up to 100,000 shares of the Company's common stock and will remain in effect until the earlier of (1) September 9, 2025; or (2) the date on which an aggregate of 100,000 shares of common stock have been sold under the trading plan. In no event shall shares of the Company's common stock be sold under the trading plan prior to December 9, 2024. As of the date of this report, none of the shares were sold and no other adjustments were made to the trading plan during the quarterly period covered by this report.
Name	Touraj Parang
Title	President and Chief Operating Officer
Rule 10b5-1 Arrangement Adopted	true
Adoption Date	September 9, 2024
Expiration Date	September 9, 2025
Arrangement Duration	274 days
Aggregate Available	100,000	100,000
Ali Kashani [Member]
Trading Arrangements, by Individual
Material Terms of Trading Arrangement		On August 19, 2024, Ali Kashani, the Company's Chief Executive Officer, entered into a 10b5-1 trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act, providing for the potential sale of up to 600,000 shares of the Company's common stock and will remain in effect until the earlier of (1) August 19, 2025; or (2) the date on which an aggregate of 600,000 shares of common stock have been sold under the trading plan. In no event shall shares of the Company's common stock be sold under the trading plan prior to November 19, 2024. As of the date of this report, none of the shares were sold and no other adjustments were made to the trading plan during the quarterly period covered by this report.
Name	Ali Kashani
Title	Chief Executive Officer
Rule 10b5-1 Arrangement Adopted	true
Adoption Date	August 19, 2024
Expiration Date	August 19, 2025
Arrangement Duration	273 days
Aggregate Available	600,000	600,000
Brian Read [Member]
Trading Arrangements, by Individual
Material Terms of Trading Arrangement		On August 16, 2024, Brian Read, the Company's Chief Financial Officer, entered into a 10b5-1 trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act, providing for the potential sale of up to 75,000 shares of the Company's common stock and will remain in effect until the earlier of (1) August 15, 2025; or (2) the date on which an aggregate of 75,000 shares of common stock have been sold under the trading plan. In no event shall shares of the Company's common stock be sold under the trading plan prior to April 29, 2025. As of the date of this report, none of the shares were sold and no other adjustments were made to the trading plan during the quarterly period covered by this report.
Name	Brian Read
Title	Chief Financial Officer
Rule 10b5-1 Arrangement Adopted	true
Adoption Date	August 16, 2024
Expiration Date	August 15, 2025
Arrangement Duration	108 days
Aggregate Available	75,000	75,000
Euan Abraham [Member]
Trading Arrangements, by Individual
Material Terms of Trading Arrangement		On August 16, 2024, Euan Abraham, the Company's Senior Vice President of Hardware Engineering, entered into a 10b5-1 trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act, providing for the potential sale of up to 150,000 shares of the Company's common stock and will remain in effect until the earlier of (1) August 16, 2025; or (2) the date on which an aggregate of 150,000 shares of common stock have been sold under the trading plan. In no event shall shares of the Company's common stock be sold under the trading plan prior to November 16, 2024. As of the date of this report, none of the shares were sold and no other adjustments were made to the trading plan during the quarterly period covered by this report.
Name	Euan Abraham
Title	Senior Vice President of Hardware Engineering
Rule 10b5-1 Arrangement Adopted	true
Adoption Date	August 16, 2024
Expiration Date	August 16, 2025
Arrangement Duration	273 days
Aggregate Available	150,000	150,000

STOCK-BASED COMPENSATION - Schedule of Stock-Based Compensation Expense (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock based compensation expense	$ 2,195,011	$ 103,384	$ 9,930,480	$ 304,256
General and administrative
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock based compensation expense	386,281	11,924	820,658	33,239
Operations
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock based compensation expense	47,066	9,600	191,305	27,902
Research and development
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock based compensation expense	1,740,947	77,997	8,841,755	232,182
Sales and marketing
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock based compensation expense	$ 20,717	$ 3,863	$ 76,762	$ 10,933

- Definition

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

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+ Details

STOCK-BASED COMPENSATION

9 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement [Abstract]

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 5,298,349 shares.

In October 2024, the 2023 Plan was amended, and the number of shares authorized under the 2023 Plan was increased by 2,188,680 additional 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 SARs and restricted common shares to employees, non-employee directors, and non-employee consultants. The number of shares authorized by the 2021 Plan was 4,870,663 shares as of September 30, 2024. As of September 30, 2024, there were 52,627 shares available for grant under the 2021 Plan. Stock options granted under the 2021 Plan typically vest over a 4 year period, with a one year cliff as well as via specified milestones.

A summary of information related to stock options for the nine months ended September 30, 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	110,374	4.05
Exercised	(28,378)	1.84
Forfeited	(75,797)	0.53
Outstanding as of September 30, 2024	1,521,585	$	0.84	$	10,818,782

Exercisable as of September 30, 2024	965,483	$	0.83	$	6,878,112
Exercisable and expected to vest at September 30, 2024	1,521,585	$	0.84	$	10,818,782

As of September 30, 2024, the weighted average duration to expiration of outstanding options was 7.85 years.

Stock-based compensation expense for stock options of $69,239 and $30,706 was recognized for the three months ended September 30, 2024 and 2023, respectively. Stock-based compensation expense for stock options of $284,382 and $85,803 was recognized for the nine months ended September 30, 2024 and 2023, respectively. Total unrecognized compensation cost related to non-vested stock option awards amounted to approximately $286,128 as of September 30, 2024, which will be recognized over a weighted average period of 1.76 years.

Classification

Stock-based compensation expense for stock options, restricted common stock and RSUs (Note 7) and the Magna Warrant (Note 7) was classified in the statements of operations as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
General and administrative	$	386,281	$	11,924	$	820,658	$	33,239
Operations	47,066		9,600		191,305		27,902
Research and development	1,740,947		77,997		8,841,755		232,182
Sales and marketing	20,717		3,863		76,762		10,933
	$	2,195,011	$	103,384	$	9,930,480	$	304,256

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Potentially Dilutive Items Outstanding (Details) - shares	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive shares (in shares)	10,922,659	2,064,369
Common stock warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive shares (in shares)	4,474,524	13,911
Preferred stock warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive shares (in shares)	0	128,819
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive shares (in shares)	1,521,585	1,594,800
Shares related to recourse and non-recourse loans
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive shares (in shares)	112,490	326,839
Unvested restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive shares (in shares)	4,814,060	0

REVERSE MERGER ACCOUNTING (Details)	9 Months Ended
REVERSE MERGER ACCOUNTING (Details)	Sep. 30, 2024
Patricia Acquisition Corp
Reverse Merger Accounting [Line Items]
Common share conversion ratio	0.8035

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

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

Reclassifications

Certain amounts in prior periods have been reclassified to conform to the current period presentation.

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 Condensed Consolidated Financial Information

The unaudited condensed consolidated 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 condensed consolidated 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 condensed consolidated balance sheet. The financial data and the other information disclosed in these notes to the condensed consolidated 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 condensed consolidated 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.

Liquidity and Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern within one year after the date that the financial statements are issued and contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of the uncertainty described below.

Management’s plans discussed below have alleviated the substantial doubt outlined below regarding the Company’s ability to continue as a going concern for the one-year period from the date that these financial statements were issued.

As of September 30, 2024, the Company had $50.91 million in cash and cash equivalents and had a working capital deficiency. During the three and nine months ended September 30, 2024, the Company incurred a net loss of $8.00 million and $26.07 million, respectively. During the nine months ended September 30, 2024, the Company had net cash flows used in operating activities of $15.28 million.

In accordance with Accounting Standards Codification (“ASC”) Topic 205-40, Presentation of Financial Statements - Going Concern, the Company evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern within one year after the date that these consolidated financial statements are issued. While the Company’s current cash flow forecast for the one-year going concern look forward period estimates that there will be sufficient capital available to fund operations, this forecast is subject to significant uncertainty, including as it relates to revenue for the next twelve months. The Company’s revenue projections depend on its ability to successfully design, develop and operate low-emissions robots that serve people in public spaces, which is inherently uncertain and subject to a number of risks.

Management believes that, given the history of recurring losses, negative working capital, expected future capital expenditures, and accumulated deficit, conditions or events exist that raise substantial doubt about the Company’s ability to

continue as a going concern through one year from the date that these financial statements are issued. Management’s plans to alleviate such conditions or events may include pursuing equity financing, debt funding, and alternative funding sources. Management’s plans include execution of its commercial plans, primarily related to capital expenditures around its robot fleet. The Company has a successful history of accessing equity markets.

New financings may not be available to the Company on commercially acceptable terms, or at all. Also, any additional collaborations, strategic alliances, asset sales and marketing, distribution, or licensing arrangements may require the Company to give up some or all of its rights to a product or technology, which in some cases may be at less than the full potential value of such rights. If the Company is unable to obtain additional capital, the Company will assess its capital resources and may be required to delay, reduce the scope of, or eliminate some or all of its operations, including capital expenditures, or downsize its organization, any of which may have a material adverse effect on its business, financial condition, results of operations, and ability to operate as a going concern. In addition, geopolitical tensions, volatility of capital markets, and other adverse macroeconomic events, including those due to inflationary pressures, rising interest rates, banking instability, monetary policy changes and the ability of the U.S. government to manage federal debt limits as well as the potential impact of other health crises on the global financial markets may reduce the Company's ability to access capital, which could negatively affect its liquidity and ability to continue as a going concern.

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 credit worthy, 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.

Concentrations

During the nine months ended September 30, 2024, one customer accounted for 72% of the Company’s revenue and accounted for 88% of the Company’s accounts receivable. In the same period in 2023, a different customer accounted for 68% 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 4 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 ASC 310-10-35. Each month, the Company reviews its receivables on a customer-by-customer basis and evaluates whether an allowance for doubtful accounts is necessary based on any known or perceived collection issues. Any balances that are eventually deemed uncollectible are written off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. As of September 30, 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 September 30, 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 nine months ended September 30, 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 September 30, 2024, the Company did not have any capitalized deferred offering costs.

Convertible Instruments

GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (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 September 30, 2024, the Company had $14,097 in deferred revenue pertaining to software services.

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 September 30, 2024				Nine Months Ended September 30, 2024
	2024		2023		2024		2023
Software services	$	38,767	$	-	$	1,185,903	$	-
Delivery services	112,288		54,065		239,588		111,784
Branding fees	70,500		8,500		211,150		53,042
	$	221,555	$	62,565	$	1,636,641	$	164,826

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. There were no advertising expenses and $184,000 for the nine months ended September 30, 2024 and 2023, all respectively. There were no advertising expenses for the three months ended September 30, 2024 and 2023.

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

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.

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 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.

Net Loss per Share

Net earnings or loss per share is computed by dividing net income or loss by the weighted-average number of common shares outstanding during the period, excluding shares subject to redemption or forfeiture. The Company presents basic and diluted net earnings or loss per share. Diluted net earnings or loss per share reflect the actual weighted average of common shares issued and outstanding during the period, adjusted for potentially dilutive securities outstanding. Potentially dilutive securities are excluded from the computation of the diluted net loss per share if their inclusion would be anti-dilutive. As all potentially dilutive securities are anti-dilutive as of September 30, 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 September 30, 2024 and 2023 is as follows:


	September 30,
	2024	2023
Common stock warrants	4,474,524	13,911
Preferred stock warrants	-	128,819
Stock options	1,521,585	1,594,800
Shares related to recourse and non-recourse loans	112,490	326,839
Unvested restricted stock units	4,814,060	-
Total potentially dilutive shares	10,922,659	2,064,369

Recently Adopted Accounting Pronouncements

Changes to U.S. GAAP are established by the Financial Accounting Standards Board (the “FASB”), in the form of Accounting Standards Updates (“ASUs”), to the FASB’s ASC. The Company will adopt these changes according to the various timetables the FASB specifies.

There were no recently adopted accounting standards which had a material impact on the Company’s consolidated financial position, results of operations, changes in stockholders’ equity and cash flows.

New Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures, which requires greater disaggregation of income tax disclosures related to the income tax reconciliation and income taxes paid. The amendments improve the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. The new standard is effective for annual periods beginning after December 15, 2024, and early adoption is permitted. The

Company believes the amendments of ASU 2023-09 will not have a significant impact on the Company’s consolidated financial statements and will include all required disclosures upon adoption.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures, which requires disclosure of incremental segment information on an annual and interim basis, primarily disclosure of significant segment expense categories and amounts for each reportable segment. The new standard is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company will adopt ASU 2023-07 in the annual financial statements for the twelve months ended December 31, 2024, and for interim periods beginning in 2025. The Company believes the amendments of ASU 2023-07 will not have a significant impact on the Company’s consolidated financial statements and will include all required disclosures upon adoption.

COMMITMENTS AND CONTINGENCIES - Schedule of Supplemental Balance Sheet Information (Details)	Sep. 30, 2024	Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Weighted-average remaining lease term (in years)	11 months 4 days	1 year 3 months 18 days
Weighted-average discount rate	7.25%	7.25%

NOTE PAYABLE (Details) - USD ($)	1 Months Ended			3 Months Ended				9 Months Ended
NOTE PAYABLE (Details) - USD ($)	Apr. 30, 2024	Jan. 31, 2024	Dec. 31, 2023	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Short-Term Debt [Line Items]
Repayments of note payable								$ 1,250,000	$ 1,500,000
Amortization of debt discount								1,677,942	816,715
Conversion price (in dollars per share)	$ 2.42
Derivative liability in connection with convertible note								0	601,000
Derivative Liability	$ 1,710,560
Debt discount				$ 1,658,875				1,658,875
Interest expense incurred				$ 0				$ 78,540
Common stock issued upon exercise of warrants (in shares)	18,341
Common Stock
Short-Term Debt [Line Items]
Common stock issued upon exercise of warrants (in shares)				3,182,765	18,341	125,000	7,978,616
Convertible Promissory Notes Offering Warrants
Short-Term Debt [Line Items]
Percentage of securities called by warrants		10.00%
Securities called by warrants (in shares)	63,479			63,479				63,479
Exercise price of warrants (in dollars per share)	$ 2.42
Common stock issued upon exercise of warrants (in shares)				62,388
Convertible Notes Payable
Short-Term Debt [Line Items]
Financing cost		$ 5,014,500
Net proceeds cost		4,844,625
Amortization of debt discount		$ 169,875
Interest rate		6.00%
Interest payment period		12 months
Percentage of conversion price		75.00%
Debt conversion quotient amount		$ 80,000,000
Shares issued in conversion (in shares)	2,104,562
Derivative liability in connection with convertible note		$ 1,489,000
Chief Executive Officer
Short-Term Debt [Line Items]
Proceeds from issuance of debt			$ 70,000
Interest rate			7.67%
Silicon Valley Bank
Short-Term Debt [Line Items]
Note payable			$ 1,230,933	$ 0				$ 0
Repayments of note payable								1,250,000	750,000
Amortization of debt discount								$ 0	$ 12,250

COMMITMENTS AND CONTINGENCIES - Schedule of Lease Costs (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Lessee, Lease, Description [Line Items]
Total lease costs	$ 411,817	$ 344,800	$ 662,223	$ 756,570
General and administrative
Lessee, Lease, Description [Line Items]
Total lease costs	8,863		26,588	275,544
Total lease costs		(136,226)
Operations
Lessee, Lease, Description [Line Items]
Total lease costs	339,615	326,462	502,942	326,462
Research and development
Lessee, Lease, Description [Line Items]
Total lease costs	$ 63,339	$ 154,564	$ 132,693	$ 154,564

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) - USD ($)	3 Months Ended						9 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Concentration Risk [Line Items]
Cash and cash equivalents	$ 50,913,133						$ 50,913,133		$ 6,756
Net loss	7,996,219	$ 9,037,367	$ 9,037,971	$ 7,645,972	$ 4,966,256	$ 5,138,122	26,071,557	$ 17,750,350
Net cash used in operating activities							15,278,821	12,294,348
Deferred offering costs	0						0
Deferred revenue	14,097						14,097		$ 0
Advertising expenses	$ 0			$ 0			$ 0	$ 184,000
Robot assets
Concentration Risk [Line Items]
Estimated useful life	2 years						2 years
Minimum \| Office equipment
Concentration Risk [Line Items]
Estimated useful life	3 years						3 years
Maximum \| Office equipment
Concentration Risk [Line Items]
Estimated useful life	5 years						5 years
Customer Concentration Risk \| One Customer \| Revenue Benchmark
Concentration Risk [Line Items]
Concentration percentage							72.00%	68.00%
Customer Concentration Risk \| One Customer \| Accounts Receivable
Concentration Risk [Line Items]
Concentration percentage							88.00%

NOTE PAYABLE	9 Months Ended
NOTE PAYABLE	Sep. 30, 2024
Debt Disclosure [Abstract]
NOTE PAYABLE	NOTE PAYABLE Silicon Valley Bank As of September 30, 2024 note payable, net of unamortized discounts was zero, compared to $1,230,933 at December 31, 2023. During the nine months ended September 30, 2024 and 2023, the Company made repayments of $1,250,000 and $750,000, respectively. During the nine months ended September 30, 2024 and 2023, amortization of debt discount was zero and $12,250, 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 in an aggregate amount 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 bore interest at a rate of 6.00% per year, compounded annually, and were 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 were to 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”). Upon the closing of the Offering in April 2024, the January Notes, including accrued interest, were converted into 2,104,562 shares of common stock at a conversion price of $2.42 per share. 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. Upon the closing of the Offering, the derivative liability had a fair value of $1,710,560, which was reclassified to additional paid-in capital in connection with the conversion of the underlying the January Notes. As a result of the January Notes, the Company recognized an aggregate debt discount of $1,658,875 through September 30, 2024, amortized to interest expense. During the three months ended September 30, 2024, the Company incurred no interest expense pertaining to the January Notes, compared to the $78,540 in interest expense for the nine months ended September 30, 2024, all of which were converted into common stock in April 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 7. 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 are exercisable at the same price as the Conversion Price. Upon closing of the Offering, the Company issued the Convertible Promissory Notes Offering Warrants to purchase up to 63,479 shares of common stock at an exercise price of $2.42 per share. The Convertible Promissory Notes Offering Warrants expire on April 17, 2029. The Convertible Promissory Notes Offering Warrants include customary anti-dilution provisions. During the three months ended September 30, 2024, 62,388 of 63,479 warrants exercised into shares of common stock.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
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+ Details

FAIR VALUE MEASUREMENTS - Narrative (Details)	1 Months Ended
FAIR VALUE MEASUREMENTS - Narrative (Details)	Apr. 30, 2024 shares
Convertible Notes Payable
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Shares issued in conversion (in shares)	2,104,562
Measurement Input, Probability Rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input	1

PROPERTY AND EQUIPMENT, NET (Tables)

9 Months Ended

Sep. 30, 2024

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment, net

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


	September 30, 2024		December 31, 2023
Office equipment	$	256,794	$	250,661
Robot assets	2,092,293		2,092,293
Robot build construction-in-process	5,388,266		—
Total	7,737,353		2,342,954
Less: accumulated depreciation	(2,331,092)		(2,294,532)
Property and equipment, net	$	5,406,261	$	48,422

Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, authorized (in shares)	10,000,000	10,000,000
Preferred stock, issued (in shares)	0	0
Preferred stock, outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, authorized (in shares)	300,000,000	300,000,000
Common stock, issued (in shares)	42,957,446	24,832,814
Common stock, outstanding (in shares)	42,844,956	24,508,795

Unaudited Condensed Consolidated Statements of Operations - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Statement [Abstract]
Revenues	$ 221,555	$ 62,565	$ 1,636,641	$ 164,826
Cost of revenues	377,304	572,537	1,055,755	1,331,165
Gross profit (loss)	(155,749)	(509,972)	580,886	(1,166,339)
Operating expenses:
General and administrative	1,980,087	1,428,143	4,861,478	3,414,949
Operations	917,350	558,068	2,329,535	1,672,403
Research and development	5,007,985	2,962,812	17,434,332	7,171,446
Sales and marketing	383,902	118,793	667,750	481,511
Total operating expenses	8,289,324	5,067,816	25,293,095	12,740,309
Loss from operations	(8,445,073)	(5,577,788)	(24,712,209)	(13,906,648)
Other income (expense), net:
Interest income (expense), net	448,854	(1,483,390)	(1,137,788)	(2,021,996)
Change in fair value of derivative liability	0	(149,000)	(221,560)	(149,000)
Change in fair value of simple agreements for future equity	0	(435,794)	0	(1,672,706)
Total other income (expense), net	448,854	(2,068,184)	(1,359,348)	(3,843,702)
Provision for income taxes	0	0	0	0
Net loss	$ (7,996,219)	$ (7,645,972)	$ (26,071,557)	$ (17,750,350)
Weighted average number of shares outstanding - basic (in shares)	40,586,781	18,528,262	33,267,589	10,674,991
Weighted average common shares outstanding - diluted (in shares)	40,586,781	18,528,262	33,267,589	10,674,991
Net loss per common share - basic (in dollars per share)	$ (0.20)	$ (0.41)	$ (0.78)	$ (1.66)
Net loss per common share - diluted (in dollars per share)	$ (0.20)	$ (0.41)	$ (0.78)	$ (1.66)

FAIR VALUE MEASUREMENTS - Schedule of Changes in Level 3 Liabilities Measured at Fair Value (Details)	9 Months Ended
	Sep. 30, 2024 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Outstanding at beginning	$ 0
Issuance of embedded derivative liability	1,489,000
Change in fair value	221,560
Conversion to common stock	(1,710,560)
Outstanding at ending	$ 0

STOCKHOLDERS’ EQUITY - Schedule of Warrants (Details) - Warrant - $ / shares	1 Months Ended	9 Months Ended
	Feb. 29, 2024	Sep. 30, 2024
Warrants
Outstanding, beginning balance (in shares)		1,090,272
Granted (in shares)		11,019,589
Exercised (in shares)	(125,000)	(6,548,926)
Forfeited (in shares)		(13,911)
Outstanding, beginning balance (in shares)		5,547,024
Exercisable (in shares)		4,474,524
Weighted Average Exercise Price
Outstanding, beginning balance (in dollars per share)		$ 2.67
Granted (in dollars per share)		5.87
Exercised (in dollars per share)		5.73
Forfeited (in dollars per share)		3.89
Outstanding, ending balance (in dollars per share)		5.41
Exercisable (in dollars per share)		$ 6.71

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2024	Nov. 05, 2024
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2024
Document Transition Report	false
Entity File Number	000-56237
Entity Registrant Name	SERVE ROBOTICS INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-3844872
Entity Address, Address Line One	730 Broadway
Entity Address, City or Town	Redwood City
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94063
City Area Code	(818)
Local Phone Number	860-1352
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	SERV
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		44,298,197
Central Index Key	0001832483
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2024

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

9 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

Disaggregation of Revenue

The disaggregation of revenue is as follows:


	Three Months Ended September 30, 2024				Nine Months Ended September 30, 2024
	2024		2023		2024		2023
Software services	$	38,767	$	-	$	1,185,903	$	-
Delivery services	112,288		54,065		239,588		111,784
Branding fees	70,500		8,500		211,150		53,042
	$	221,555	$	62,565	$	1,636,641	$	164,826

Potentially Dilutive Items Outstanding

Potentially dilutive items outstanding as of September 30, 2024 and 2023 is as follows:


	September 30,
	2024	2023
Common stock warrants	4,474,524	13,911
Preferred stock warrants	-	128,819
Stock options	1,521,585	1,594,800
Shares related to recourse and non-recourse loans	112,490	326,839
Unvested restricted stock units	4,814,060	-
Total potentially dilutive shares	10,922,659	2,064,369

SUBSEQUENT EVENTS	9 Months Ended
SUBSEQUENT EVENTS	Sep. 30, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	SUBSEQUENT EVENTS On November 7, 2024, the company entered into an asset purchase agreement (the "Agreement") with Vebu, Inc. ("Vebu"), pursuant to which it agreed to acquire substantially all of the assets of Vebu, consisting of primarily to the Seller's Autocado product line and other assets (the "Assets") subject to customary closing conditions.

STOCKHOLDERS’ EQUITY (Tables)

9 Months Ended

Sep. 30, 2024

Equity [Abstract]

Schedule of Warrants

The following is a summary of warrants for the nine months ended September 30, 2024:


	Warrants	Weighted Average Exercise Price
Outstanding as of December 31, 2023	1,090,272	$	2.67
Granted	11,019,589	5.87
Exercised	(6,548,926)	5.73
Forfeited	(13,911)	3.89
Outstanding as of September 30, 2024	5,547,024	5.41

Exercisable as of September 30, 2024	4,474,524	6.71

Schedule of Valuation Assumptions

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	—	%

NATURE OF OPERATIONS	9 Months Ended
NATURE OF OPERATIONS	Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
NATURE OF OPERATIONS	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, Serve Acquisition Corp., a corporation formed in the State of Delaware on July 10, 2023 (“Acquisition Sub”) and wholly-owned subsidiary of Patricia Acquisition Corp., a Delaware corporation incorporated on November 9, 2020 (“Patricia”), 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 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 Robotics Inc. 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. (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 $35.8 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 7.

COMMITMENTS AND CONTINGENCIES - Narrative (Details)		1 Months Ended
COMMITMENTS AND CONTINGENCIES - Narrative (Details)	Dec. 31, 2021 USD ($)	Jun. 30, 2023 USD ($) agreement	Sep. 30, 2024 USD ($)	Dec. 31, 2023 USD ($)
Long-Term Purchase Commitment [Line Items]
Finance lease, liability, current			$ 1,042,093	$ 2,363,807
Percentage of original equipment cost which assets can be purchased for			45.00%
Purchase obligation	$ 2,300,000
Purchase commitments term	2 years
Financing Lease, Lease Not yet Commenced
Long-Term Purchase Commitment [Line Items]
Number of equipment lease agreements \| agreement		2
Lease not yet commenced, obligation		$ 11,600,000
Lease term		2 years
Security deposit		$ 930,000
Lease liability			$ 0
Minimum
Long-Term Purchase Commitment [Line Items]
Residual value of leased asset, percentage		35.00%
Purchase commitments term	2 years
Maximum
Long-Term Purchase Commitment [Line Items]
Residual value of leased asset, percentage		40.00%
Purchase commitments term	3 years

STOCKHOLDERS’ EQUITY - Narrative (Details)			1 Months Ended				3 Months Ended						9 Months Ended		12 Months Ended
STOCKHOLDERS’ EQUITY - Narrative (Details)	Aug. 27, 2024 USD ($) $ / shares shares	Jul. 23, 2024 USD ($) $ / shares shares	Jun. 30, 2024 USD ($) loan	May 31, 2024 USD ($) shares	Apr. 30, 2024 USD ($) $ / shares shares	Feb. 29, 2024 USD ($) shares	Sep. 30, 2024 USD ($) $ / shares shares	Jun. 30, 2024 USD ($) shares	Mar. 31, 2024 USD ($) shares	Sep. 30, 2023 USD ($) shares	Jun. 30, 2023 shares	Mar. 31, 2023 shares	Sep. 30, 2024 USD ($) vote $ / shares shares	Sep. 30, 2023 USD ($) shares	Dec. 31, 2022 USD ($) shares	Apr. 17, 2024 $ / shares shares	Feb. 07, 2024 tranche $ / shares shares	Dec. 31, 2023 USD ($) $ / shares shares	Jul. 31, 2023 $ / shares shares
Class of Warrant or Right [Line Items]
Voting rights (in votes) \| vote													1
Preferred stock, authorized (in shares)							10,000,000						10,000,000					10,000,000	10,000,000
Common stock, authorized (in shares)							300,000,000						300,000,000					300,000,000	300,000,000
Common stock, par value (in dollars per share) \| $ / shares							$ 0.0001						$ 0.0001					$ 0.0001	$ 0.0001
Preferred stock, par value (in dollars per share) \| $ / shares							$ 0.0001						$ 0.0001					$ 0.0001	$ 0.0001
Shares issued in offering (in shares)					10,000,000
Gross proceeds from stock offering \| $					$ 40,000,000
Stock offering (in dollars per share) \| $ / shares					$ 4.00
Stock issuance costs incurred \| $					$ 4,150,864			$ 4,150,864		$ 2,134,302
Conversion price (in dollars per share) \| $ / shares					$ 2.42
Common stock issued upon exercise of warrants (in shares)					18,341
Exercised (in shares)				17,936									28,378
Exercise of options \| $				$ 8,757			$ 77,998	8,757
Gross proceeds from issuance of warrants \| $													$ 17,115,963	$ 0
Proceeds received from exercise of common stock warrants \| $							16,318,925	$ 75	$ 5,832	0
Restricted common stock issued (in shares)															338,121
Recourse notes \| $															$ 164,116
Subscription receivable \| $							0						0					$ 169,616
Stock-based compensation expense \| $							$ 2,195,011			$ 103,384			$ 9,930,480	$ 304,256
Stock repurchased (in shares)													245,208	301,600
Purchase of shares (in shares)																10,000,000
Common Stock
Class of Warrant or Right [Line Items]
Common stock, par value (in dollars per share) \| $ / shares																$ 0.0001
Common stock issued upon exercise of warrants (in shares)							3,182,765	18,341	125,000	7,978,616
Exercised (in shares)							10,442	17,936
Exercise of options \| $							$ 1	$ 1
Proceeds received from exercise of common stock warrants \| $							$ 318	$ 2	$ 12	$ 798
Restricted stock issued (in shares)							66,768
Stock repurchased (in shares)							148	245,060			62,975	238,625
Additional Paid-in Capital
Class of Warrant or Right [Line Items]
Stock issuance costs incurred \| $								$ 4,150,864		2,134,302
Exercise of options \| $							$ 77,997	8,756
Proceeds received from exercise of common stock warrants \| $							$ 16,318,607	$ 73	$ 5,820
Warrant
Class of Warrant or Right [Line Items]
Placement agent warrants exercised (in shares)						125,000							6,548,926
Shares unvested (in shares)							5,547,024						5,547,024					1,090,272
Granted (in shares)													11,019,589
Expiration of outstanding equity instruments other than options													6 years 9 months 3 days
Common Stock
Class of Warrant or Right [Line Items]
Shares unvested (in shares)							112,490						112,490
Restricted Stock
Class of Warrant or Right [Line Items]
Share-Based Compensation Arrangement By Share-Based Payment Award, Recourse Debt Forgiven, Number Of Loans \| loan			1
Stock-based compensation expense \| $							$ 1,003,138			$ 72,678			$ 1,919,840	$ 218,453
Vesting period													2 years 11 months 8 days
Restricted Stock, Subject To Vesting Requirements
Class of Warrant or Right [Line Items]
Restricted stock issued (in shares)													6,273,254
Restricted Stock Units (RSUs)
Class of Warrant or Right [Line Items]
Granted (in shares)													4,880,966
Vested (in shares)													66,768
Shares outstanding (in shares)							4,814,060						4,814,060
Restricted Stock Units (RSUs) \| Minimum
Class of Warrant or Right [Line Items]
Vesting period													1 month
Restricted Stock Units (RSUs) \| Maximum
Class of Warrant or Right [Line Items]
Vesting period													4 years
Restricted Stock
Class of Warrant or Right [Line Items]
Subscription receivable \| $															165,719
Restricted stock award liability \| $															$ 162,747
Stock-based compensation expense \| $			$ 204,272
Stock-based compensation expense, change in classification \| $			$ 11,503
Convertible Notes Payable
Class of Warrant or Right [Line Items]
Shares issued in conversion (in shares)					2,104,562
Warrant
Class of Warrant or Right [Line Items]
Common stock warrants exercised proceeds \| $						$ 5,832
Representative’s Warrant
Class of Warrant or Right [Line Items]
Securities called by warrants (in shares)					500,000
Exercise price of warrants (in dollars per share) \| $ / shares					$ 5.00
Magna Warrant
Class of Warrant or Right [Line Items]
Exercise price of warrants (in dollars per share) \| $ / shares																	$ 0.01
Stock-based compensation expense \| $							$ 1,122,634						$ 7,443,550
Purchase of shares (in shares)																	2,145,000
Warrant tranches (in tranches) \| tranche																	2
July Pre-Funded Warrants And Investor Warrants
Class of Warrant or Right [Line Items]
Offering price (in dollars per share) \| $ / shares		$ 5.9999
Gross proceeds from issuance of warrants \| $		$ 13,700,000
July Pre-Funded Warrants
Class of Warrant or Right [Line Items]
Securities called by warrants (in shares)		2,500,000
Securities called by each warrant (in shares)		1
July Investor Warrants
Class of Warrant or Right [Line Items]
Securities called by warrants (in shares)		2,500,000
Common stock issued upon exercise of warrants (in shares)	2,500,000
August Pre-Funded Warrants, Investor Warrants And Exchange Warrants
Class of Warrant or Right [Line Items]
Gross proceeds from issuance of warrants \| $	$ 18,600,000
August Pre-Funded Warrants And Investor Warrants
Class of Warrant or Right [Line Items]
Offering price (in dollars per share) \| $ / shares	$ 8.9999
August Pre-Funded Warrants
Class of Warrant or Right [Line Items]
Securities called by warrants (in shares)	555,555
Securities called by each warrant (in shares)	1
August Investor Warrants
Class of Warrant or Right [Line Items]
Securities called by warrants (in shares)	555,555
August Exchange Warrants
Class of Warrant or Right [Line Items]
Securities called by warrants (in shares)	2,200,000
Exercise price of warrants (in dollars per share) \| $ / shares	$ 10.00
Warrant expiration period	5 years 6 months

PROPERTY AND EQUIPMENT, NET - Schedule of Property and Equipment, Net (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Total	$ 7,737,353	$ 2,342,954
Less: accumulated depreciation	(2,331,092)	(2,294,532)
Property and equipment, net	5,406,261	48,422
Office equipment
Property, Plant and Equipment [Line Items]
Total	256,794	250,661
Robot assets
Property, Plant and Equipment [Line Items]
Total	2,092,293	2,092,293
Robot build construction-in-process
Property, Plant and Equipment [Line Items]
Total	$ 5,388,266	$ 0

Unaudited Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Current assets:
Cash	$ 50,913,133	$ 6,756
Accounts receivable	13,099	2,955
Inventory	327,363	774,349
Prepaid expenses	3,452,560	676,969
Escrow Receivable	180,000	0
Total current assets	54,886,155	1,461,029
Property and equipment, net	5,406,261	48,422
Right of use asset	660,286	782,439
Security Deposits	512,659	512,659
Total assets	61,465,361	2,804,549
Current liabilities:
Accounts payable	3,606,754	2,050,605
Accrued liabilities	55,440	255,849
Deferred revenue	14,097	0
Right of use liability, current portion	436,377	496,963
Lease liability, current portion	1,042,093	2,363,807
Total current liabilities	5,154,761	6,237,224
Note payable, net of current portion	0	230,933
Restricted stock award liability	0	158,617
Right of use liability	135,181	211,181
Total liabilities	5,289,942	6,837,955
Commitments and contingencies (Note 9)
Stockholders’ equity (deficit):
Preferred stock, $0.0001 par value, 10,000,000 shares authorized, no shares issued or outstanding as of both September 30, 2024 and December 31, 2023	0	0
Common stock, $0.0001 par value; 300,000,000 shares authorized, 42,957,446 and 24,832,814 shares issued and 42,844,956 and 24,508,795 shares outstanding as of September 30, 2024 and December 31, 2023.	4,283	2,450
Additional paid-in capital	150,577,074	64,468,141
Subscription receivable	0	(169,616)
Accumulated deficit	(94,405,938)	(68,334,381)
Total stockholders’ equity (deficit)	56,175,419	(4,033,406)
Total liabilities and stockholders’ equity (deficit)	61,465,361	2,804,549
Nonrelated Party
Current liabilities:
Note payable, current	0	1,000,000
Related Party
Current liabilities:
Note payable, current	$ 0	$ 70,000

COMMITMENTS AND CONTINGENCIES- Schedule of Supplemental Cash Flow Information (Details) - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
Operating cash flows paid for operating leases	$ 419,906	$ 411,393
Right-of-use assets obtained in exchange for operating lease obligations	$ 275,326	$ 0

STOCKHOLDERS’ EQUITY - Schedule of Valuation Assumptions (Details)	Sep. 30, 2024 USD ($) year
Magna Warrant
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants outstanding \| $	$ 8,566,184
Risk-free interest rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant, measurement input	0.0409
Expected term (in years)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant, measurement input \| year	10.0
Expected volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant, measurement input	0.750
Expected dividend yield
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant, measurement input	0

STOCKHOLDERS’ EQUITY

9 Months Ended

Sep. 30, 2024

Equity [Abstract]

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.

In April 2024, the Company issued 10,000,000 shares of common stock for gross proceeds of 40,000,000.00, or $4.00 per share, pursuant to the Offering. In connection with the Offering, the Company incurred $4,150,864 in offering costs. In connection with the Offering, the Company issued warrants to purchase 500,000 shares of common stock (the “Representative’s Warrant”). The Representative’s Warrant is exercisable at a per share exercise price equal to $5.00 and became exercisable at any time and from time to time, in whole or in part, on October 14, 2024. The Representative’s Warrant expire on April 17, 2029.

Upon closing of the Offering, the January Notes converted into 2,104,562 shares of common stock based upon a conversion price of $2.42 per share.

In April 2024, the Company issued 18,341 shares of common stock pursuant to cashless exercises of warrants.

In May 2024, 17,936 common stock options were exercised for proceeds of $8,757.

On July 23, 2024, the Company entered into a Securities Purchase Agreement (the "July Purchase Agreement") with a certain accredited and institutional investor for a private placement offering of pre-funded warrants (the "July Pre-Funded Warrants") to purchase shares of the Company’s common stock and warrants exercisable for common stock (the "July Investor Warrants"). Pursuant to the July Purchase Agreement, the Company sold 2,500,000 July Pre-Funded Warrants with each July Pre-Funded Warrant exercisable for one share of common stock, together with July Investor Warrants to purchase up to 2,500,000 shares of common stock. Each July Prefunded Warrant and accompanying July Investor Warrant were sold together at a combined offering price of $5.9999. The Company received net proceeds of $13.7 million pursuant to the July Purchase Agreement.

On August 27, 2024, the Company entered into a Securities Purchase Agreement (the "August Purchase Agreement") with a certain accredited and institutional investor for a private placement offering of pre-funded warrants (the "August Pre-Funded Warrants") to purchase shares of the Company’s common stock and warrants exercisable for shares of Common Stock (the "August Investor Warrants"). Pursuant to the August Purchase Agreement, the company sold 555,555 August Prefunded Warrants exercisable for one share of common stock, together with the August Investor Warrants to purchase up to 555,555 shares. Each August Prefunded Warrant and accompanying August Investor Warrants were sold together at a combined offering price of $8.9999. The July Investor Warrants were exercised in full for 2,500,000 shares of common stock. In consideration for the immediate exercise in full of the existing warrants, the exercise holder received new warrants (the "August Exchange Warrants") to purchase 2,200,000 shares of common stock with and exercise price of

$10.00 per share. The August Exchange Warrants became exercisable immediately upon issuance and will expire five and a half years from the date of issuance. The Company received net proceeds of $18.6 million pursuant to the August Purchase Agreement.

During the three months ended September 30, 2024, 10,442 common stock options were exercised for proceeds of $77,997.

During the three months ended September 30, 2024, an additional 3,182,765 common stock warrants were exercised for proceeds of $16,318,607.

Restricted Common Stock and Restricted Stock Units

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 planned 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. In June 2024, the Company forgave one recourse loan, and due to the lack of enforcement, the remaining loans were deemed nonrecourse. Accordingly, the Company extinguished restricted stock award liability and the related subscription receivable related to loans previously classified as recourse loans. In accordance with ASC 718, these actions were deemed award modifications. The Company recognized $204,272 in stock based compensation related to the incremental value of the award and an additional $11,503 related to the change in classification; all of which was included in general and administrative expense in the consolidated statements of operations.

As of September 30, 2024, there were 112,490 shares of common stock issued, that are subject to the non-recourse note and deemed not outstanding.

As of September 30, 2024, the Company issued 6,273,254 shares of common stock subject to vesting requirements, whereby the Company can repurchase unvested shares at its option upon an employee’s termination.

During the nine months ended September 30, 2024, the Company issued 4,880,966 of restricted stock units ("RSUs") with vesting periods ranging one month to four years. As of September 30, 2024, 66,768 RSUs vested and 4,814,060 RSUs remained outstanding and will vest over approximately 2.94 years.

During the three months ended September 30, 2024 and 2023, the Company recorded stock-based compensation pertaining to vesting of restricted common stock and RSUs of $1,003,138 and $72,678, respectively. During the nine months ended September 30, 2024 and 2023, the Company recorded stock-based compensation pertaining to vesting of restricted common stock and RSUs of $1,919,840 and $218,453, respectively.

During the nine months ended September 30, 2024 and 2023, the Company repurchased restricted stock awards of 245,208 and 301,600 shares of common stock, respectively, for nominal value.

Warrants

The following is a summary of warrants for the nine months ended September 30, 2024:


	Warrants	Weighted Average Exercise Price
Outstanding as of December 31, 2023	1,090,272	$	2.67
Granted	11,019,589	5.87
Exercised	(6,548,926)	5.73
Forfeited	(13,911)	3.89
Outstanding as of September 30, 2024	5,547,024	5.41

Exercisable as of September 30, 2024	4,474,524	6.71

The weighted-average remaining term of the warrants outstanding was 6.76 years as of September 30, 2024.

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.

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 Magna Warrant was 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 is exercisable in two equal tranches: (i) the first tranche became exercisable on May 15, 2024; 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	—	%

The Company recognized $1,122,634 and $7,443,550 in stock-based compensation expense pertaining to these warrants during the three and nine months ended September 30, 2024, respectively, 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.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478448/946-505-50-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480237/815-40-50-6

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
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-Subparagraph (b)
-Publisher FASB
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

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

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

+ Details

NATURE OF OPERATIONS (Details) - USD ($)		9 Months Ended
NATURE OF OPERATIONS (Details) - USD ($)	Apr. 17, 2024	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Jul. 31, 2023
Nature of Operations [Line Items]
Shares issued (in shares)	10,000,000
Common stock, par value (in dollars per share)		$ 0.0001		$ 0.0001	$ 0.0001
Share price (in dollars per share)	$ 4.00
Proceeds from issuance of common stock pursuant to public offering, net of offering costs	$ 35,800,000	$ 35,849,136	$ 0
Common Stock
Nature of Operations [Line Items]
Common stock, par value (in dollars per share)	$ 0.0001

STOCK-BASED COMPENSATION - Narrative (Details) - USD ($)	1 Months Ended	3 Months Ended		9 Months Ended
	Oct. 31, 2024	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock based compensation expense		$ 2,195,011	$ 103,384	$ 9,930,480	$ 304,256
Share-Based Payment Arrangement, Option
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock based compensation expense		69,239	$ 30,706	284,382	$ 85,803
Unrecognized compensation cost		$ 286,128		$ 286,128
Recognized weighted average period				1 year 9 months 3 days
2023 Equity Incentive Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Maximum aggregate shares to be issued (in shares)		5,298,349		5,298,349
2023 Equity Incentive Plan \| Subsequent Event
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Additional shares authorized (in shares)	2,188,680
2021 Equity Incentive Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares authorized (in shares)		4,870,663		4,870,663
Shares available for grant (in shares)		52,627		52,627
Expiration of outstanding options				7 years 10 months 6 days
2021 Equity Incentive Plan \| Maximum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period				4 years
2021 Equity Incentive Plan \| Minimum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period				1 year

STOCK-BASED COMPENSATION - Schedule of Information Related to Stock Options (Details) - USD ($)	1 Months Ended	9 Months Ended
	May 31, 2024	Sep. 30, 2024	Dec. 31, 2023
Options
Outstanding, beginning balance (in shares)		1,515,386
Granted (in shares)		110,374
Exercised (in shares)	(17,936)	(28,378)
Forfeited (in shares)		(75,797)
Outstanding, ending balance (in shares)		1,521,585
Exercisable (in shares)		965,483
Exercisable and expected to vest (in shares)		1,521,585
Weighted Average Exercise Price
Outstanding, beginning balance (in dollars per share)		$ 0.61
Granted (in dollars per share)		4.05
Exercised (in dollars per share)		1.84
Forfeited (in dollars per share)		0.53
Outstanding, ending balance (in dollars per share)		0.84
Exercise price, exercisable (in dollars per share)		0.83
Exercise price, exercisable and expected to vest (in dollars per share)		$ 0.84
Intrinsic Value
Outstanding as of December 31, 2023		$ 10,818,782	$ 5,111,928
Exercisable as of September 30, 2024		6,878,112
Exercisable and expected to vest at September 30, 2024		$ 10,818,782

REVERSE MERGER ACCOUNTING	9 Months Ended
REVERSE MERGER ACCOUNTING	Sep. 30, 2024
Reverse Merger Accounting [Abstract]
REVERSE MERGER ACCOUNTING	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 Robotics Inc. 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. 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.

COMMITMENTS AND CONTINGENCIES (Tables)

9 Months Ended

Sep. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

Schedule of Lease Costs, Supplemental Cash Flow Information and Supplemental Balance Sheet Information

The components of lease costs are as follows:


		Three Months Ended September 30,				Nine Months Ended September 30,
Type	Financial Statement Line Item	2024		2023		2024		2023
Operating lease	General and administrative	$	8,863	$	(136,226)	$	26,588	$	275,544
Operating lease	Operations	339,615		326,462		502,942		326,462
Operating lease	Research and development	63,339		154,564		132,693		154,564
Total lease costs		$	411,817	$	344,800	$	662,223	$	756,570

Prior period amounts have been reclassified to conform to current period presentation.

Supplemental cash flow information related to leases are as follows:


	Nine Months Ended September 30,
	2024		2023
Operating cash flows paid for operating leases	$	419,906	$	411,393
Right-of-use assets obtained in exchange for operating lease obligations	$	275,326	$	-

Supplemental balance sheet information related to leases are as follows:


	September 30, 2024		December 31, 2023
Weighted-average remaining lease term (in years)	0.93		1.30
Weighted-average discount rate	7.25	%	7.25	%

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Sep. 30, 2024
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accounting and reporting policies of the Company conform to GAAP. The Company’s fiscal year end is December 31.
Reclassifications	Reclassifications Certain amounts in prior periods have been reclassified to conform to the current period presentation.
Principles of Consolidation	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 Condensed Consolidated Financial Information	Unaudited Condensed Consolidated Financial Information The unaudited condensed consolidated 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 condensed consolidated 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 condensed consolidated balance sheet. The financial data and the other information disclosed in these notes to the condensed consolidated 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 condensed consolidated 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	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	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 credit worthy, 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.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less at the date of purchase to be cash equivalents.
Fair Value Measurements	Fair Value Measurements 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.
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 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.
Inventory	Inventory Inventory is stated at the lower of cost or market value and accounted for using the specific identification cost method. As of September 30, 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 nine months ended September 30, 2024 and 2023.
Property and Equipment	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	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	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.
Convertible Instruments	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	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 September 30, 2024, the Company had $14,097 in deferred revenue pertaining to software services. 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.
Cost of Revenue	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 Sales and marketing expenses include personnel costs and public relations expenses. Advertising costs are expensed as incurred and included in sales and marketing expenses.
Operations	Operations Operations expenses primarily consist of costs for field operations personnel.
General and Administrative Expenses	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	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 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. 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.
Net Loss per Share	Net Loss per Share Net earnings or loss per share is computed by dividing net income or loss by the weighted-average number of common shares outstanding during the period, excluding shares subject to redemption or forfeiture. The Company presents basic and diluted net earnings or loss per share. Diluted net earnings or loss per share reflect the actual weighted average of common shares issued and outstanding during the period, adjusted for potentially dilutive securities outstanding. Potentially dilutive securities are excluded from the computation of the diluted net loss per share if their inclusion would be anti-dilutive. As all potentially dilutive securities are anti-dilutive as of September 30, 2024 and 2023, diluted net loss per share is the same as basic net loss per share for each period.
Recently Adopted Accounting Pronouncements and New Accounting Pronouncements Not Yet Adopted	Recently Adopted Accounting Pronouncements Changes to U.S. GAAP are established by the Financial Accounting Standards Board (the “FASB”), in the form of Accounting Standards Updates (“ASUs”), to the FASB’s ASC. The Company will adopt these changes according to the various timetables the FASB specifies. There were no recently adopted accounting standards which had a material impact on the Company’s consolidated financial position, results of operations, changes in stockholders’ equity and cash flows. New Accounting Pronouncements Not Yet Adopted In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures, which requires greater disaggregation of income tax disclosures related to the income tax reconciliation and income taxes paid. The amendments improve the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. The new standard is effective for annual periods beginning after December 15, 2024, and early adoption is permitted. The Company believes the amendments of ASU 2023-09 will not have a significant impact on the Company’s consolidated financial statements and will include all required disclosures upon adoption. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures, which requires disclosure of incremental segment information on an annual and interim basis, primarily disclosure of significant segment expense categories and amounts for each reportable segment. The new standard is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company will adopt ASU 2023-07 in the annual financial statements for the twelve months ended December 31, 2024, and for interim periods beginning in 2025. The Company believes the amendments of ASU 2023-07 will not have a significant impact on the Company’s consolidated financial statements and will include all required disclosures upon adoption.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Disaggregation of Revenue (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Disaggregation of Revenue [Line Items]
Revenues	$ 221,555	$ 62,565	$ 1,636,641	$ 164,826
Software services
Disaggregation of Revenue [Line Items]
Revenues	38,767	0	1,185,903	0
Delivery services
Disaggregation of Revenue [Line Items]
Revenues	112,288	54,065	239,588	111,784
Branding fees
Disaggregation of Revenue [Line Items]
Revenues	$ 70,500	$ 8,500	$ 211,150	$ 53,042

- Definition

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

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Subparagraph (a)
-Publisher FASB
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 270
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482964/270-10-50-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 4: http://fasb.org/us-gaap/role/ref/otherTransitionRef
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Reference 5: http://fasb.org/us-gaap/role/ref/otherTransitionRef
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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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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147482810/280-10-50-42

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 22
-Subparagraph (b)
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-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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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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+ Details

Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) - USD ($)	Total	Conversion Of Simple Agreements For Future Equity	Conversion Of Convertible Note And Derivative	Preferred Stock Series Seed Preferred Stock	Preferred Stock Series Seed-1 Preferred Stock	Preferred Stock Series Seed-2 Preferred Stock	Preferred Stock Series Seed-3 Preferred Stock	Common Stock	Common Stock Conversion Of Simple Agreements For Future Equity	Common Stock Conversion Of Convertible Note And Derivative	Additional Paid-in Capital	Additional Paid-in Capital Conversion Of Simple Agreements For Future Equity	Additional Paid-in Capital Conversion Of Convertible Note And Derivative	Subscription Receivable	Accumulated Deficit
Beginning balances (in shares) at Dec. 31, 2022				3,091,672	2,440,411	2,088,696	357,836	6,826,352
Beginning balances at Dec. 31, 2022	$ (12,452,146)			$ 309	$ 244	$ 209	$ 36	$ 683			$ 31,232,737			$ (165,719)	$ (43,520,645)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Vested restricted stock purchased with recourse notes (in shares)								2,820
Vested restricted stock purchased with recourse notes	2,234										3,436			(1,202)
Restricted stock awards repurchased (in shares)								(238,625)
Restricted stock awards repurchased	(4)							$ (24)			20
Stock-based compensation	93,943										93,943
Net loss	(5,138,122)														(5,138,122)
Ending balances (in shares) at Mar. 31, 2023				3,091,672	2,440,411	2,088,696	357,836	6,590,547
Ending balances at Mar. 31, 2023	(17,494,095)			$ 309	$ 244	$ 209	$ 36	$ 659			31,330,136			(166,921)	(48,658,767)
Beginning balances (in shares) at Dec. 31, 2022				3,091,672	2,440,411	2,088,696	357,836	6,826,352
Beginning balances at Dec. 31, 2022	$ (12,452,146)			$ 309	$ 244	$ 209	$ 36	$ 683			31,232,737			(165,719)	(43,520,645)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Restricted stock awards repurchased (in shares)	(301,600)
Net loss	$ (17,750,350)
Ending balances (in shares) at Sep. 30, 2023				0	0	0	0	24,362,444
Ending balances at Sep. 30, 2023	2,368,799			$ 0	$ 0	$ 0	$ 0	$ 2,436			63,805,874			(168,516)	(61,270,995)
Beginning balances (in shares) at Mar. 31, 2023				3,091,672	2,440,411	2,088,696	357,836	6,590,547
Beginning balances at Mar. 31, 2023	(17,494,095)			$ 309	$ 244	$ 209	$ 36	$ 659			31,330,136			(166,921)	(48,658,767)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Vested restricted stock purchased with recourse notes (in shares)								2,820
Vested restricted stock purchased with recourse notes	2,131										3,433			(1,302)
Restricted stock awards repurchased (in shares)								(62,975)
Restricted stock awards repurchased	0							$ (6)			6
Stock-based compensation	106,929										106,929
Net loss	(4,966,256)														(4,966,256)
Ending balances (in shares) at Jun. 30, 2023				3,091,672	2,440,411	2,088,696	357,836	6,530,392
Ending balances at Jun. 30, 2023	(22,351,291)			$ 309	$ 244	$ 209	$ 36	$ 653			31,440,504			(168,223)	(53,625,023)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock pursuant to Merger (in shares)								3,040,140
Issuance of common stock pursuant to Merger	12,160,560							$ 304			12,160,256
Conversion of convertible note and derivative into common stock in connection with Merger (in shares)								937,961
Conversion of convertible note and derivative into common stock in connection with Merger	3,751,875							$ 94			3,751,781
Exercise of warrants/Conversion of stock (in shares)				3,091,672	2,440,411	2,088,696	357,836	7,978,616	4,372,601
Exercise of warrants/Conversion of stock	0	$ 17,490,404		$ (309)	$ (244)	$ (209)	$ (36)	$ 798	$ 437			$ 17,489,967
Vested restricted stock purchased with recourse notes (in shares)								2,734
Vested restricted stock purchased with recourse notes	3,140										3,433			(293)
Offering costs	(2,134,302)										(2,134,302)
Predecessor shares converted into common stock upon the Merger (in shares)								1,500,000
Predecessor shares converted into common stock upon the Merger	0							$ 150			(150)
Warrants issued with convertible note	991,000										991,000
Stock-based compensation	103,385										103,385
Net loss	(7,645,972)														(7,645,972)
Ending balances (in shares) at Sep. 30, 2023				0	0	0	0	24,362,444
Ending balances at Sep. 30, 2023	2,368,799			$ 0	$ 0	$ 0	$ 0	$ 2,436			63,805,874			(168,516)	(61,270,995)
Beginning balances (in shares) at Dec. 31, 2023								24,508,795
Beginning balances at Dec. 31, 2023	(4,033,406)							$ 2,450			64,468,141			(169,616)	(68,334,381)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of warrants/Conversion of stock (in shares)								125,000
Exercise of warrants/Conversion of stock	5,832							$ 12			5,820
Interest on recourse loan/Interest and forgiveness on recourse loans	3,987													3,987
Stock-based compensation	4,255,432										4,255,432
Net loss	(9,037,971)														(9,037,971)
Ending balances (in shares) at Mar. 31, 2024								24,633,795
Ending balances at Mar. 31, 2024	(8,806,126)							$ 2,462			68,729,393			(165,629)	(77,372,352)
Beginning balances (in shares) at Dec. 31, 2023								24,508,795
Beginning balances at Dec. 31, 2023	$ (4,033,406)							$ 2,450			64,468,141			(169,616)	(68,334,381)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Restricted stock awards repurchased (in shares)	(245,208)
Exercise of options (in shares)	28,378
Net loss	$ (26,071,557)
Ending balances (in shares) at Sep. 30, 2024								42,844,956
Ending balances at Sep. 30, 2024	56,175,419							$ 4,283			150,577,074			0	(94,405,938)
Beginning balances (in shares) at Mar. 31, 2024								24,633,795
Beginning balances at Mar. 31, 2024	(8,806,126)							$ 2,462			68,729,393			(165,629)	(77,372,352)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of warrants/Conversion of stock (in shares)								18,341		2,104,562
Exercise of warrants/Conversion of stock	75		$ 6,803,600					$ 2		$ 210	73		$ 6,803,390
Restricted stock awards repurchased (in shares)								(245,060)
Restricted stock awards repurchased	0							$ (24)			24
Issuance of common stock pursuant to offering (in shares)								10,000,000
Issuance of common stock pursuant to offering	40,000,000							$ 1,000			39,999,000
Offering costs	(4,150,864)										(4,150,864)
Exercise of options (in shares)								17,936
Exercise of options	8,757							$ 1			8,756
Interest on recourse loan/Interest and forgiveness on recourse loans	165,629													165,629
Stock-based compensation	3,480,037										3,480,037
Net loss	(9,037,367)														(9,037,367)
Ending balances (in shares) at Jun. 30, 2024								36,529,574
Ending balances at Jun. 30, 2024	28,463,741							$ 3,651			114,869,809			0	(86,409,719)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of warrants/Conversion of stock (in shares)								3,182,765
Exercise of warrants/Conversion of stock	16,318,925							$ 318			16,318,607
Restricted stock awards repurchased (in shares)								(148)
Issuance of prefunded warrants to purchase common stock in connection with private placement, net of issuance costs (in shares)								3,055,555
Issuance of pre-funded warrants to purchase common stock in connection with private placement, net of issuance costs	17,115,963							$ 306			17,115,657
Exercise of options (in shares)								10,442
Exercise of options	77,998							$ 1			77,997
Vested restricted stock units (in shares)								66,768
Vested restricted stock units	0							$ 7			(7)
Stock-based compensation	2,195,011										2,195,011
Net loss	(7,996,219)														(7,996,219)
Ending balances (in shares) at Sep. 30, 2024								42,844,956
Ending balances at Sep. 30, 2024	$ 56,175,419							$ 4,283			$ 150,577,074			$ 0	$ (94,405,938)

FAIR VALUE MEASUREMENTS

9 Months Ended

Sep. 30, 2024

Fair Value Disclosures [Abstract]

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:

There were no Level 1, 2 or 3 assets or liabilities as of September 30, 2024 or December 31, 2023.

Derivative Liability

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

The fair value of the derivative liability was 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.

The following table presents changes in Level 3 liabilities measured at fair value for the nine months ended September 30, 2024:


	Embedded Derivative Liability
Outstanding as of December 31, 2023	$	-
Issuance of embedded derivative liability	1,489,000
Change in fair value	221,560
Conversion to common stock	(1,710,560)
Outstanding as of September 30, 2024	$	-

Upon the Offering in April 2024, all the convertible notes, including principal and accrued interest, were converted into 2,104,562 shares of common stock. Accordingly, the related derivative liability was converted into additional paid-in capital.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
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-Name Accounting Standards Codification
-Section 55
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

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-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

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-Topic 940
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-Paragraph 1
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-URI https://asc.fasb.org/1943274/2147478119/940-820-50-1

+ Details

Pay vs Performance Disclosure - USD ($)	3 Months Ended						9 Months Ended
Pay vs Performance Disclosure - USD ($)	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure
Net loss	$ (7,996,219)	$ (9,037,367)	$ (9,037,971)	$ (7,645,972)	$ (4,966,256)	$ (5,138,122)	$ (26,071,557)	$ (17,750,350)

- Definition

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

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+ Details

PROPERTY AND EQUIPMENT, NET

9 Months Ended

Sep. 30, 2024

Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT, NET

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


	September 30, 2024		December 31, 2023
Office equipment	$	256,794	$	250,661
Robot assets	2,092,293		2,092,293
Robot build construction-in-process	5,388,266		—
Total	7,737,353		2,342,954
Less: accumulated depreciation	(2,331,092)		(2,294,532)
Property and equipment, net	$	5,406,261	$	48,422

Depreciation expense was $9,060 and $465,640 for the three months ended September 30, 2024 and 2023, and $36,560 and $1,396,919 for the nine months ended September 30, 2024 and 2023, respectively.