Serve Robotics Inc. /DE/ 8-K

What Happened
Serve Robotics Inc. announced it completed a merger to acquire Vebu, Inc. pursuant to an Agreement and Plan of Merger dated February 5, 2026; the merger closed on February 17, 2026 when Serve’s subsidiary merged into Vebu and Vebu became a wholly owned subsidiary. At closing Serve issued 118,128 shares of its common stock (calculated using a 30‑day VWAP of $12.7913) and paid $2,258,369.77 in cash as a net debt adjustment. The aggregate stock consideration was treated as having a $3.75 million value subject to net debt, net working capital and other adjustments. Serve also assumed 500,000 New Restricted Stock Units for continuing employees; all Vebu options and warrants were cancelled for no consideration.

Key Details

• Closing date: February 17, 2026 (Merger Agreement dated February 5, 2026).
• Shares issued at closing: 118,128 common shares (VWAP used: $12.7913).
• Cash paid at closing: $2,258,369.77 (net debt adjustment; reduces stock consideration dollar‑for‑dollar).
• Earnout: Vebu stockholders may receive future shares equal to 33% of Net Proceeds during the Earnout Period divided by the VWAP over that period (contingent on earnout milestones).
• Other: 500,000 New RSUs assumed (converted 1:1 to Company RSUs); Vebu options/warrants cancelled; shares issued in Section 4(a)(2) private placements.

Why It Matters
The deal makes Vebu a wholly owned subsidiary and involved a mix of immediate equity issuance, cash outflow and contingent equity (earnout) that can affect Serve’s share count and cash position. Investors should watch for the forthcoming audited financial statements of the acquired business and pro forma financials (to be filed within 71 days) for details on the acquisition’s impact on revenue, expenses, and diluted share count. The Merger Agreement contains customary representations and forward‑looking statements; Serve notes the usual risks and disclaimers in the filing.