Serve Robotics Inc. /DE/ 8-K

What Happened

• Serve Robotics Inc. announced it completed the previously disclosed acquisition of Diligent Robotics, Inc. on January 27, 2026 pursuant to a Merger Agreement dated January 19, 2026. Under the transaction, Merger Sub merged into Diligent, and Diligent continues as a wholly owned subsidiary of Serve.

Key Details

• Aggregate equity consideration at closing totaled $29.0 million in Serve common stock (amount subject to net debt, net working capital and other adjustments; this figure includes a $5.3 million potential earnout).
• At closing Serve issued 32,835 shares of common stock (calculated using a $14.3794 VWAP for the 10 trading days before signing). Up to 366,332 additional shares may be issued later if earnout milestones are met.
• Serve paid approximately $19.0 million in cash for a debt adjustment, which reduced the stock consideration dollar-for-dollar.
• Serve assumed 1,319,151 New Restricted Stock Units held by continuing Diligent employees (converted 1:1 to Serve RSUs); all Diligent options and warrants were cancelled for no consideration.
• Shares issued as consideration were sold in private placements exempt from registration under Section 4(a)(2). Financial statements and pro forma financial information related to the acquisition will be filed within 71 days.

Why It Matters

• The transaction makes Diligent a wholly owned subsidiary of Serve and involved issuance of stock, assumption of a large number of RSUs, and a cash payment—each of which can affect Serve’s share count, cash position and potential dilution. Investors should watch the forthcoming financial statements and pro forma disclosures (to be filed within 71 days) for the acquisition’s reported financial impact.