Serve Robotics Inc. /DE/ 8-K

What Happened Serve Robotics Inc. announced on Jan. 19, 2026 that it signed an Agreement and Plan of Merger to acquire all issued and outstanding equity of Diligent Robotics, Inc. The transaction will be effected by a merger of Serve’s wholly owned subsidiary Delight Merger Sub into Diligent, leaving Diligent as a wholly owned subsidiary of Serve. The company disclosed the deal in an 8‑K filed Jan. 21, 2026 and issued a press release on Jan. 20, 2026.

Key Details

• Total consideration at closing: equity in Serve common stock with a stated value of $29.0 million, subject to a net debt adjustment and other customary adjustments. That $29.0M amount includes a potential earnout of $5.3M tied to milestone achievement.
• Share issuance formula: number of Serve shares to be issued is calculated using a VWAP of $14.3794 per share (10 trading-day volume-weighted average ending the trading day before signing).
• Transaction structure: Delight Merger Sub merges into Diligent; Diligent survives as a wholly owned subsidiary of Serve.
• At closing, all Diligent options and warrants will be cancelled for no consideration.
• Closing is subject to customary conditions, including accuracy of representations, no material adverse effect, absence of legal prohibitions, and authorization to list the issued Serve shares on Nasdaq.

Why It Matters This is a stock‑based acquisition that will increase Serve’s outstanding shares and could dilute existing shareholders depending on the number of shares issued. The deal’s completion depends on customary conditions (including Nasdaq listing approval for the shares issued), so it is not final until closing. The inclusion of an earnout means part of the purchase price is contingent on Diligent meeting future milestones. Retail investors should watch for subsequent disclosures about the exact number of shares issued, any net debt adjustments, the Nasdaq listing outcome, and integration plans.