0001832483-25-000112 | 10-Q | XBRL Viewer

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MARKETABLE SECURITIES - Narrative (Details)	Sep. 30, 2025 USD ($)
Investments, Debt and Equity Securities [Abstract]
Allowance for credit losses	$ 0

STOCK-BASED COMPENSATION

9 Months Ended

Sep. 30, 2025

Share-Based Payment Arrangement [Abstract]

STOCK-BASED COMPENSATION

2023 Equity Incentive Plan

The Company’s 2023 Equity Incentive Plan (the “2023 Plan”) permits the grant of incentive stock options, nonstatutory stock options, stock appreciation rights (“SARs”), restricted stock, 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 the Company’s common stock that may be issued under the 2023 Plan will not exceed 9,767,029 shares. As of September 30, 2025, there were approximately 230,321 shares available to be issued, including forfeited shares from predecessor plans.

In June 2025, the 2023 Plan was amended, and the number of shares authorized under the 2023 Plan was increased by 2,280,000 additional shares.

In October 2025, the number of shares authorized under the 2023 Plan was increased by 3,289,146 additional shares, pursuant to the evergreen provisions under the 2023 Plan.

The shares may be authorized, but unissued, or reacquired common stock. Furthermore, subject to adjustments as set forth in the 2023 Plan, in no event shall the maximum aggregate number of shares that may be issued under the 2023 Plan

pursuant to incentive stock options exceed the number set forth above plus, to the extent allowable under Section 422 of the Internal Revenue Code and the regulations promulgated thereunder, any shares that again become available for issuance pursuant to the 2023 Plan.

The number of shares available for issuance under the 2023 Plan may, at the discretion of our Board or a committee thereof, which committee will be constituted to satisfy applicable laws (“Plan Administrator”), be increased on October 1st of each fiscal year beginning with the 2023 fiscal year until the 2023 Plan terminates, in each case, in an amount equal to the lesser of (i) 4% of the shares of the Company’s common stock issued and outstanding on the last day of the immediately preceding month on a fully-diluted and as-converted basis and (ii) such other number of shares as determined by our Board.

To the extent stock awards or awards or shares issued under the 2021 Plan that were assumed by the Company upon the closing of the Merger (“Existing Plan Awards”) are exercised in full or are surrendered pursuant to an exchange program (as defined in the 2023 Plan), the unissued shares that were subject thereto shall continue to be available under the 2023 Plan for issuance pursuant to future stock awards. In addition, any shares which are retained by us upon exercise of a stock award or Existing Plan Award in order to satisfy the exercise or purchase price for such stock award or Existing Plan Award or any withholding taxes due with respect to such stock award or Existing Plan Award shall be treated as not issued and shall continue to be available under the 2023 Plan for issuance pursuant to future stock awards. Shares issued under the 2023 Plan or an Existing Plan Award and later forfeited to us due to the failure to vest or repurchased by us at the original purchase price paid to us for the shares (including without limitation upon forfeiture to or repurchase by us in connection with a participant ceasing to be a service provider) shall again be available for future grant under the 2023 Plan. To the extent a stock award under the 2023 Plan or Existing Plan Award is paid out in cash rather than shares, such cash payment will not result in reducing the number of shares available for issuance under the 2023 Plan.

Vayu 2022 Equity Incentive Plan

In connection with the Company’s acquisition of Vayu, the Company assumed the Vayu 2022 Equity Incentive Plan (the “2022 Vayu Plan”) including the options outstanding immediately prior to the acquisition and the number of shares that remain available for issuance pursuant to the 2022 Vayu Plan, as adjusted by the exchange ratio for which such shares are exchangeable pursuant to the Vayu Merger Agreement. The 2022 Vayu Plan permits the grant of incentive stock options, nonstatutory stock options, SARs, restricted stock, RSUs, and stock bonus awards.

Subject to adjustments as set forth in the 2022 Vayu Plan, the maximum aggregate number of shares of the Company’s common stock that may be issued under the 2022 Vayu Plan will not exceed 5,344,275 shares. Subject to adjustments as set forth in the 2022 Vayu Plan, the maximum aggregate number of shares that may be issued under the 2022 Vayu Plan pursuant to incentive stock options may not exceed the number set forth above plus, to the extent allowable under Section 422 of the Internal Revenue Code and the regulations promulgated thereunder, any shares that again become available for issuance pursuant to the 2022 Vayu Plan. As of September 30, 2025, there were approximately 175,112 shares available to be issued under the 2022 Vayu Plan.

To the extent a stock award under the 2022 Vayu Plan should expire or be forfeited or become unexercisable for any reason without having been exercised in full, or is surrendered pursuant to an exchange program, the unissued shares that were subject thereto will continue to be available under the 2022 Vayu Plan for issuance pursuant to future stock awards. In addition, any shares which are retained by the Company upon exercise of a stock award in order to satisfy the exercise or purchase price for such stock award or any withholding taxes due with respect to such stock award will be treated as not issued and continue to be available under the 2022 Vayu Plan for issuance pursuant to future stock awards. Shares issued under the 2022 Vayu Plan and later forfeited to the Company due to the failure to vest or repurchased by the Company at the original purchase price paid to the Company for the shares (including, without limitation, upon forfeiture to or repurchase by the Company in connection with a participant ceasing to be a service provider) will be available for future grant under the 2022 Vayu Plan. To the extent a stock award under the 2022 Vayu Plan is paid out in cash rather than shares, such cash payment will not result in reducing the number of shares available for issuance under the 2022 Vayu Plan.

The 2022 Vayu Plan is administered by the Company’s board of directors or a committee thereof (the “2022 Vayu Plan Administrator”). The 2022 Vayu Plan Administrator has the authority to determine the terms and conditions of stock awards granted under the 2022 Vayu Plan, including the recipients, type of award, number of shares subject to each award, exercise or purchase price, vesting schedule, and other terms and conditions. Stock awards may be granted to employees, directors, and independent contractors of the Company and its affiliates. The 2022 Vayu Plan also provides for adjustments

in the event of certain corporate transactions, such as stock splits, mergers, or other changes in capitalization, and includes customary provisions regarding the administration, amendment, and termination of the plan.

Vayu 2025 Equity Incentive Plan

In connection with the Company’s acquisition of Vayu, the Company assumed certain equity awards that had been issued pursuant to the Vayu 2025 Equity Incentive Plan (the “2025 Vayu Plan”). In accordance with the Vayu Merger Agreement, the 2025 Vayu Plan was adopted and approved, and stockholder approval was obtained, prior to the closing of the acquisition. Prior to the closing, Vayu granted restricted stock units (“New Restricted Stock Units”) covering an equivalent of an aggregate of 1,373,971 shares of the Company's common stock to certain individuals who were expected to become continuing employees of the Company, pursuant to forms of award agreement reasonably approved by the Company. The New Restricted Stock Units were only effective for those individuals who accepted their awards by timely executing and returning the applicable award agreement prior to the closing date and who became continuing employees.

Immediately following the issuance of the New Restricted Stock Units and the closing of the acquisition, the 2025 Vayu Plan was terminated in accordance with the Vayu Merger Agreement, and no further awards will be granted under the 2025 Vayu Plan. The 2025 Vayu Plan permitted the grant of incentive stock options, nonstatutory stock options, restricted stock, restricted stock units, stock appreciation rights, and stock bonus awards. Subject to adjustments as set forth in the 2025 Vayu Plan, the maximum aggregate number of shares of the Company’s common stock that could have been issued under the 2025 Vayu Plan did not exceed 1,400,000 shares. Any shares subject to awards under the 2025 Vayu Plan that expired, were forfeited, or became unexercisable without having been exercised in full, or were surrendered pursuant to an exchange program, would have continued to be available for issuance under the plan prior to its termination. After the termination of the 2025 Vayu Plan, no further awards may be granted under the plan, and any shares underlying awards that are forfeited or canceled will not become available for future issuance.

2021 Stock Plan

Serve’s 2021 Stock Plan (the “2021 Plan”) provides for the grant of stock options, SARs and restricted common shares to employees, non-employee directors, and non-employee consultants. The option exercise price generally may not be less than the underlying stock’s fair market value at the date of the grant and generally have a term of ten years. The amount granted each calendar year to an employee or non-employee is limited depending on the type of award. Stock options granted under the 2021 Plan typically vest over a four-year period, with a one-year cliff, as well as via specified milestones.

A summary of information related to stock options for the nine months ended September 30, 2025 is as follows:


	Options	Weighted Average Exercise Price		Intrinsic Value
Outstanding as of December 31, 2024	1,022,291	$	0.94	$	12,843
Granted	89,438	5.49		$	1,040
Exercised	(198,032)	0.99		$	2,303
Forfeited	(47,429)	1.98		$	552
Outstanding as of September 30, 2025	866,268	$	1.03	$	10,068

Exercisable as of September 30, 2025	670,132	$	1.21	$	7,794
Exercisable and expected to vest at September 30, 2025	866,268	$	1.03	$	10,068

As of September 30, 2025, the weighted average duration to expiration of outstanding options was 6.73 years.

Stock-based compensation expense for stock options of $8 thousand and $69 thousand was recognized for the three months ended September 30, 2025 and 2024, respectively. Stock-based compensation expense for stock options of $462 thousand and $284 thousand was recognized for the nine months ended September 30, 2025 and 2024, respectively. Total

unrecognized compensation cost related to non-vested stock option awards amounted to approximately $126 thousand as of September 30, 2025, which will be recognized over a weighted average period of 1.17 years.

Classification

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
General and administrative	$	3,712	$	386	$	7,597	$	820
Operations	147		47		323		191
Research and development	2,680		1,741		6,767		8,842
Sales and marketing	103		21		232		77
	$	6,642	$	2,195	$	14,919	$	9,930

Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2025	Dec. 31, 2024
Current assets:
Cash and cash equivalents	$ 116,839,000	$ 123,266,000
Short-term marketable securities	93,608,000	0
Accounts receivable, net	805,000	87,000
Inventory	0	310,000
Prepaid expenses	7,626,000	1,397,000
Other receivables	688,000	192,000
Other current assets	133,000	0
Total current assets	219,699,000	125,252,000
Property and equipment, net	30,057,000	11,963,000
Intangible assets, net	32,871,000	0
Goodwill	11,839,000	0
Operating lease right-of-use assets	4,021,000	1,808,000
Other non-current assets	612,000	578,000
Total assets	299,099,000	139,601,000
Current liabilities:
Accounts payable	7,748,000	4,902,000
Accrued liabilities	3,343,000	655,000
Deferred revenue	3,000	20,000
Operating lease liabilities, current	1,669,000	666,000
Financing lease liabilities, current	0	564,000
Total current liabilities	12,763,000	6,807,000
Operating lease liabilities, non-current	2,478,000	1,113,000
Total liabilities	15,241,000	7,920,000
Commitments and contingencies (Note 11)
Stockholders’ equity:
Preferred stock, $0.0001 par value, 10,000,000 shares authorized, no shares issued or outstanding as of both September 30, 2025 and December 31, 2024	0	0
Common stock, $0.0001 par value; 300,000,000 shares authorized, 67,811,201 and 51,396,574 shares issued and 67,761,023 and 51,288,566 shares outstanding as of September 30, 2025 and December 31, 2024, each respectively.	7,000	5,000
Additional paid-in capital	458,398,000	239,201,000
Accumulated other comprehensive income	65,000	0
Accumulated deficit	(174,612,000)	(107,525,000)
Total stockholders’ equity	283,858,000	131,681,000
Total liabilities and stockholders’ equity	$ 299,099,000	$ 139,601,000

STOCKHOLDERS’ EQUITY (DEFICIT) - Schedule of Restricted Stock, Restricted Stock Unit and Performance-Based Restricted Stock Units, Activity (Details) - $ / shares	1 Months Ended	9 Months Ended
	Aug. 31, 2025	Sep. 30, 2025
Restricted Common Stock
Number of Shares
Outstanding, beginning balance (in shares)		996,799
Granted (in shares)		0
Assumed in Vayu Acquisition (in shares)		0
Vested (in shares)		(539,915)
Forfeited (in shares)		(50,946)
Outstanding, beginning balance (in shares)		405,938
Weighted Average Grant Date Fair Value Per Share
Outstanding, beginning balance (in dollars per share)		$ 0.38
Granted (in dollars per share)		0
Assumed in Vayu Acquisition (in dollars per share)		0
Vested (in dollars per share)		0.01
Forfeited (in dollars per share)		0
Outstanding, ending balance (in dollars per share)		$ 0.06
Restricted Stock Units
Number of Shares
Outstanding, beginning balance (in shares)		5,362,326
Granted (in shares)		3,562,125
Assumed in Vayu Acquisition (in shares)	493,970	493,970
Vested (in shares)		(1,759,877)
Forfeited (in shares)		(114,142)
Outstanding, beginning balance (in shares)		7,544,402
Weighted Average Grant Date Fair Value Per Share
Outstanding, beginning balance (in dollars per share)		$ 7.49
Granted (in dollars per share)		10.45
Assumed in Vayu Acquisition (in dollars per share)		9.71
Vested (in dollars per share)		6.64
Forfeited (in dollars per share)		9.43
Outstanding, ending balance (in dollars per share)		$ 8.93
Performance-Based Restricted Stock
Number of Shares
Outstanding, beginning balance (in shares)		0
Granted (in shares)		1,440,001
Outstanding, beginning balance (in shares)		1,440,001
Weighted Average Grant Date Fair Value Per Share
Outstanding, beginning balance (in dollars per share)		$ 0
Granted (in dollars per share)		9.71
Outstanding, ending balance (in dollars per share)		$ 9.71

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2025	Dec. 31, 2024
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)	67,811,201	51,396,574
Common stock, outstanding (in shares)	67,761,023	51,288,566

COMMITMENTS AND CONTINGENCIES - Narrative (Details) - USD ($)	1 Months Ended
	Apr. 30, 2025	Sep. 30, 2025	Dec. 31, 2024
Commitments and Contingencies Disclosure [Abstract]
Financing lease liabilities, current		$ 0	$ 564,000
Exercised option to purchase underlying asset in finance lease	$ 2,250,000

STOCKHOLDERS’ EQUITY (DEFICIT) (Tables)

9 Months Ended

Sep. 30, 2025

Equity [Abstract]

Schedule of Restricted Stock, Restricted Stock Unit and Performance-Based Restricted Stock Units, Activity

The following table summarizes restricted common stock and RSU activity for the nine months ended September 30, 2025:


	Restricted Common Stock			Restricted Stock Units
	Number of Shares	Weighted Average Grant Date Fair Value Per Share		Number of Shares	Weighted Average Grant Date Fair Value Per Share
Nonvested as of December 31, 2024	996,799	$	0.38	5,362,326	$	7.49
Granted	-	-		3,562,125	10.45
Assumed in Vayu Acquisition	-	-		493,970	9.71
Vested	(539,915)	0.01		(1,759,877)	6.64
Forfeited	(50,946)	-		(114,142)	9.43
Nonvested as of September 30, 2025	405,938	$	0.06	7,544,402	$	8.93

Schedule of Warrants

The following is a summary of warrants for the nine months ended September 30, 2025:


	Warrants	Weighted Average Exercise Price
Outstanding as of December 31, 2024	3,340,011	$	6.56
Granted	4,000,000	10.36
Exercised	(2,260,717)	5.12
Forfeited	—	—
Outstanding as of September 30, 2025	5,079,294	$	10.18

Exercisable as of September 30, 2025	5,079,294	$	10.18

Share-Based Payment Arrangement, Performance Shares, Activity

A summary of the Company’s PRSU activity for the nine months ended September 30, 2025 is as follows:


	Performance-Based Restricted Stock
	Number of Shares	Weighted Average Grant Date Fair Value
Nonvested as of December 31, 2024	-	$	-
Granted	1,440,001	$	9.71
Nonvested as of September 30, 2025	1,440,001	$	9.71

SEGMENT INFORMATION (Details)	9 Months Ended
SEGMENT INFORMATION (Details)	Sep. 30, 2025 segment
Segment Reporting [Abstract]
Number of operating segments	1
Number of reportable segments	1

ACQUISITION - Preliminary Allocation of Business Combination Purchase Price and Recognized Asset Acquired and Liability Assumed (Details) - USD ($) $ in Thousands	Aug. 15, 2025	Apr. 01, 2025	Sep. 30, 2025	Dec. 31, 2024
Liabilities assumed:
Goodwill			$ 11,839	$ 0
Voysys AB
Business Combination [Line Items]
Cash consideration paid		$ 5,170
Escrow amount		575
Purchase price		5,745
Assets acquired:
Cash and cash equivalents		111
Other current assets		73
Other assets		17
Intangible assets		1,370
Total identifiable assets acquired		1,571
Liabilities assumed:
Current liabilities		(153)
Total identifiable liabilities assumed		(153)
Fair value of identifiable assets, net of identifiable liabilities assumed		1,418
Goodwill		$ 4,327
Vayu Robotics, Inc.
Business Combination [Line Items]
Cash consideration paid	$ 2,278
Purchase price	39,604
Assets acquired:
Cash and cash equivalents	6
Other current assets	57
Intangible assets	32,439
Total identifiable assets acquired	32,502
Liabilities assumed:
Accounts payable	(366)
Other current liabilities	(44)
Total identifiable liabilities assumed	(410)
Fair value of identifiable assets, net of identifiable liabilities assumed	32,092
Goodwill	$ 7,512

COMMITMENTS AND CONTINGENCIES - Schedule of Lease Costs (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2025	Sep. 30, 2024	Sep. 30, 2025	Sep. 30, 2024
Lessee, Lease, Description [Line Items]
Total lease costs	$ 798	$ 412	$ 1,586	$ 662
General and administrative
Lessee, Lease, Description [Line Items]
Total lease costs	26	9	54	26
Operations
Lessee, Lease, Description [Line Items]
Total lease costs	770	340	1,456	503
Research and development
Lessee, Lease, Description [Line Items]
Total lease costs	$ 2	$ 63	$ 76	$ 133

FAIR VALUE MEASUREMENTS - Schedule of Assets Measured at Fair Value on a Recurring Basis (Details) $ in Thousands	Sep. 30, 2025 USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total	$ 187,868
Certificates of deposit
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	10,004
Short-term marketable securities	20,037
Commercial paper
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Short-term marketable securities	34,090
Corporate notes/bonds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Short-term marketable securities	32,548
U.S. Treasury securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	12,960
Short-term marketable securities	6,933
Money market funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	71,296
Certificates of deposit
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	10,004
U.S. Treasury securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	12,960
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total	94,260
Level 1 \| Certificates of deposit
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Short-term marketable securities	0
Level 1 \| Commercial paper
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Short-term marketable securities	0
Level 1 \| Corporate notes/bonds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Short-term marketable securities	0
Level 1 \| U.S. Treasury securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Short-term marketable securities	0
Level 1 \| Money market funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	71,296
Level 1 \| Certificates of deposit
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	10,004
Level 1 \| U.S. Treasury securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	12,960
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total	93,608
Level 2 \| Certificates of deposit
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Short-term marketable securities	20,037
Level 2 \| Commercial paper
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Short-term marketable securities	34,090
Level 2 \| Corporate notes/bonds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Short-term marketable securities	32,548
Level 2 \| U.S. Treasury securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Short-term marketable securities	6,933
Level 2 \| Money market funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	0
Level 2 \| Certificates of deposit
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	0
Level 2 \| U.S. Treasury securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	0
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total	0
Level 3 \| Certificates of deposit
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Short-term marketable securities	0
Level 3 \| Commercial paper
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Short-term marketable securities	0
Level 3 \| Corporate notes/bonds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Short-term marketable securities	0
Level 3 \| U.S. Treasury securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Short-term marketable securities	0
Level 3 \| Money market funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	0
Level 3 \| Certificates of deposit
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	0
Level 3 \| U.S. Treasury securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	$ 0

GOODWILL AND INTANGIBLE ASSETS, NET

9 Months Ended

Sep. 30, 2025

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL AND INTANGIBLE ASSETS, NET

The changes in the carrying amount of goodwill during the nine months ended September 30, 2025 were as follows (in thousands):


	Total
Balance as of December 31, 2024	$	—
Acquisitions	11,839
Balance as of September 30, 2025	$	11,839

Goodwill represents the excess of the cost over the net tangible and identifiable intangible assets of acquired businesses.

Intangible assets, net consisted of the following as of September 30, 2025 (in thousands):


	Weighted-Average Remaining Useful Life (in years)	Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Developed technology	5.1	$	33,419	$	927	$	32,492
Customer relationships	24.5	255		5		250
Trade names	9.5	135		6		129
Balance as of September 30, 2025		$	33,809	$	938	$	32,871

Amortization expense related to intangible assets was $915 thousand and zero for the three months ended September 30, 2025 and 2024, respectively, and $938 thousand and zero for the nine months ended September 30, 2025 and 2024, respectively.

The technology intangible assets are being amortized over five to 15 years, customer relationships over 25 years, and trade names over 10 years.

The estimated future amortization expense of intangible assets as of September 30, 2025 is as follows (in thousands):


Year Ending December 31,	Amortization Expense
Remainder of 2025	$	1,644
2026	6,577
2027	6,577
2028	6,577
2029	6,577
Thereafter	4,919
Total estimated future amortization expense	$	32,871

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2025	Sep. 30, 2024	Sep. 30, 2025	Sep. 30, 2024
Disaggregation of Revenue [Line Items]
Revenues	$ 687	$ 222	$ 1,769	$ 1,637
Software services
Disaggregation of Revenue [Line Items]
Revenues	433	39	974	451
Fleet services
Disaggregation of Revenue [Line Items]
Revenues	$ 254	$ 183	$ 795	$ 1,186

- 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

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-7

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-5

Reference 3: http://www.xbrl.org/2003/role/exampleRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 91
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479777/606-10-55-91

Reference 4: http://www.xbrl.org/2003/role/exampleRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 91
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479777/606-10-55-91

Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
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+ 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.

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+ Details

SUBSEQUENT EVENTS	9 Months Ended
SUBSEQUENT EVENTS	Sep. 30, 2025
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	SUBSEQUENT EVENTS On October 10, 2025, the Company entered into a securities purchase agreement with certain institutional investors pursuant to which the Company agreed to issue and sell, in a registered direct offering of an aggregate of 6,250,000 shares of the Company’s common stock at a price of $16.00 per share (the “October 2025 Registered Direct Offering”). The gross proceeds to the Company from the October 2025 Registered Direct Offering were approximately $100 million, before deducting the placement agents’ fees and other offering expenses payable by the Company.

COMMITMENTS AND CONTINGENCIES

9 Months Ended

Sep. 30, 2025

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

Operating Leases – Right of Use Asset and Liability

The Company has leases for office, warehouse space, and cargo vans.

Operating lease costs by financial statement line item are as follows (in thousands):


		Three Months Ended September 30,				Nine Months Ended September 30,
Type	Financial Statement Line Item	2025		2024		2025		2024
Operating lease	General and administrative	26		9		54		26
Operating lease	Operations	770		340		1,456		503
Operating lease	Research and development	2		63		76		133
Total lease costs		$	798	$	412	$	1,586	$	662

Supplemental cash flow information related to leases is as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Cash paid for operating lease liabilities	$	485	$	141	$	1,019	$	420
Right-of-use assets obtained in exchange for operating lease obligations	$	1,873	$	275	$	3,045	$	275

Supplemental balance sheet information related to leases is as follows:


	September 30, 2025		December 31, 2024
Weighted-average remaining lease term (in years)	3.03		2.65
Weighted-average discount rate	7.34	%	7.24	%

Future annual minimum payments under operating leases as of September 30, 2025, are as follows (in thousands):


Remainder of 2025	$	591
2026	1,692
2027	1,338
2028	473
2029	192
Thereafter	336
Total undiscounted future cash flows	4,622
Less: imputed interest	(475)
Total operating lease liabilities	$	4,147

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, the transaction was considered a failed sales-leaseback and therefore the lease was accounted for as a financing agreement. There was no outstanding liability at September 30, 2025. In April 2025, the Company exercised the option to purchase the assets at the end of the lease for $2.25 million.

Legal Proceedings

From time to time, the Company is a party to litigation and subject to claims incidental to its business. Although the results of litigation and claims cannot be predicted with certainty, the Company currently believes that the final outcome of ongoing matters will not have a material adverse effect on its business. Regardless of the outcome, litigation can have an adverse impact on the Company because of judgment, defense and settlement costs, diversion of management resources, and other factors. At each reporting period, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable, requiring recognition of a loss accrual, or whether the potential loss is reasonably possible, requiring potential disclosure. Legal fees are expensed as incurred.

In December 2024, a class action complaint was filed in the Superior Court of California, County of Los Angeles, alleging that the Company is in violation of the California Labor Code, among other allegations. This action is seeking restitutionary damages. It is a reasonable possibility that a loss may be incurred; however, the possible range of losses is not estimable given the status of the case.

STOCK-BASED COMPENSATION - Schedule of Information Related to Stock Options (Details) $ / shares in Units, $ in Thousands	9 Months Ended
	Sep. 30, 2025 USD ($) $ / shares shares	Dec. 31, 2024 USD ($)
Options
Outstanding, beginning balance (in shares) \| shares	1,022,291
Granted (in shares) \| shares	89,438
Exercised (in shares) \| shares	(198,032)
Forfeited (in shares) \| shares	(47,429)
Outstanding, ending balance (in shares) \| shares	866,268
Exercisable (in shares) \| shares	670,132
Exercisable and expected to vest (in shares) \| shares	866,268
Weighted Average Exercise Price
Outstanding, beginning balance (in dollars per share) \| $ / shares	$ 0.94
Granted (in dollars per share) \| $ / shares	5.49
Exercised (in dollars per share) \| $ / shares	0.99
Forfeited (in dollars per share) \| $ / shares	1.98
Outstanding, ending balance (in dollars per share) \| $ / shares	1.03
Exercise price, exercisable (in dollars per share) \| $ / shares	1.21
Exercise price, exercisable and expected to vest (in dollars per share) \| $ / shares	$ 1.03
Intrinsic Value
Intrinsic Value, Outstanding \| $	$ 10,068	$ 12,843
Granted \| $	1,040
Exercised \| $	2,303
Forfeited \| $	552
Exercisable as of September 30, 2025 \| $	7,794
Exercisable and expected to vest at September 30, 2025 \| $	$ 10,068

STOCKHOLDERS’ EQUITY (DEFICIT) - Narrative (Details)							1 Months Ended			3 Months Ended			9 Months Ended		12 Months Ended
STOCKHOLDERS’ EQUITY (DEFICIT) - Narrative (Details)	Aug. 15, 2025 $ / shares shares	Mar. 06, 2025 USD ($)	Jan. 07, 2025 USD ($) $ / shares shares	Nov. 07, 2024 USD ($)	Aug. 27, 2024 USD ($) $ / shares shares	Jul. 23, 2024 USD ($) $ / shares shares	Aug. 31, 2025 USD ($) shares	Jun. 30, 2024 USD ($) loan	Apr. 30, 2024 USD ($) $ / shares shares	Sep. 30, 2025 USD ($) $ / shares shares	Sep. 30, 2024 USD ($)	Jun. 30, 2024 USD ($)	Sep. 30, 2025 USD ($) vote $ / shares shares	Sep. 30, 2024 USD ($)	Dec. 31, 2024 USD ($) $ / shares shares	Dec. 31, 2023 USD ($) shares	Apr. 17, 2024 shares	Feb. 07, 2024 tranche $ / 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
Common stock, authorized (in shares)										300,000,000			300,000,000		300,000,000
Preferred stock, par value (in dollars per share) \| $ / shares										$ 0.0001			$ 0.0001		$ 0.0001
Common stock, par value (in dollars per share) \| $ / shares										$ 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 issued, issuance costs \| $									$ 4,200,000			$ 4,150,000
Gross proceeds from issuance of warrants \| $													$ 0	$ 17,116,000
Proceeds from issuance of private placement \| $			$ 80,000,000
Restricted common stock issued (in shares)																338,121
Recourse notes \| $																$ 164,000
Stock-based compensation expense \| $										$ 6,642,000	$ 2,195,000		14,919,000	9,930,000
Purchase of shares (in shares)																	10,000,000
Proceeds from issuance of common stock, net of offering costs \| $													75,847,000	35,849,000
Restricted Stock
Class of Warrant or Right [Line Items]
Number of loans forgiven in recourse debt \| loan								1
Stock-based compensation expense \| $										$ 6,600,000	$ 1,000,000.00		$ 14,460,000	$ 1,920,000
Shares unvested (in shares)										405,938			405,938		996,799
Granted as retention equity award (in shares)													0
Granted (in shares)													0
Vesting period													3 years 1 month 24 days
Vested (in shares)													539,915
Common Stock
Class of Warrant or Right [Line Items]
Shares unvested (in shares)										50,178			50,178
Restricted Stock Units (RSUs)
Class of Warrant or Right [Line Items]
Shares unvested (in shares)										7,544,402			7,544,402		5,362,326
Granted as retention equity award (in shares)							493,970						493,970
Granted (in shares)													3,562,125
Vested (in shares)													1,759,877
Shares unvested (in shares)										7,544,402			7,544,402
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
Performance-Based Restricted Stock Units
Class of Warrant or Right [Line Items]
Shares unvested (in shares)										1,440,001			1,440,001		0
Granted (in shares)													1,440,001
Total grant date fair value \| $							$ 13,980,000
Performance-Based Restricted Stock Units \| Share-Based Payment Arrangement, Tranche One
Class of Warrant or Right [Line Items]
Vesting percentage							66.00%
Performance-Based Restricted Stock Units \| Share-Based Payment Arrangement, Tranche Two
Class of Warrant or Right [Line Items]
Vesting percentage							34.00%
Vesting period							2 years 6 months
Warrant
Class of Warrant or Right [Line Items]
Shares unvested (in shares)										5,079,294			5,079,294		3,340,011
Granted (in shares)													4,000,000
Weighted average remaining term													7 years 5 months 8 days
Restricted Stock
Class of Warrant or Right [Line Items]
Subscriptions receivable \| $																166,000
Restricted stock award liability \| $																$ 163,000
Stock-based compensation expense \| $								$ 204,000
Stock-based compensation expense, change in classification \| $								$ 12,000
Private Placement
Class of Warrant or Right [Line Items]
Shares issued in offering (in shares)			4,210,525
Stock offering (in dollars per share) \| $ / shares			$ 19.00
Equity Distribution Agreement
Class of Warrant or Right [Line Items]
Shares issued in offering (in shares)													6,499,935		5,698,992
Gross proceeds from stock offering \| $													$ 78,800,000		$ 77,600,000
Stock offering (in dollars per share) \| $ / shares										$ 12.49			$ 12.49		$ 14.04
Maximum gross proceeds from stock offering program \| $		$ 150,000,000		$ 100,000,000
Fixed commission rate		3.00%		3.00%
Proceeds from issuance of common stock, net of offering costs \| $													$ 81,200,000		$ 80,000,000
Gross proceeds raised \| $													2,400,000		2,400,000
Remaining capacity available for issuance \| $										$ 69,000,000			$ 69,000,000
Vayu Robotics, Inc.
Class of Warrant or Right [Line Items]
Equity interest, share issued or issuable (in shares)													6,256,069
Issued and outstanding related to deal consideration (in shares)													1,539,906
Vayu Robotics, Inc. \| Restricted Stock Units (RSUs)
Class of Warrant or Right [Line Items]
Vesting period							4 years
Vayu Robotics, Inc. \| Restricted Stock Units (RSUs) \| Share-Based Payment Arrangement, Tranche One
Class of Warrant or Right [Line Items]
Vesting percentage							25.00%
Vayu Robotics, Inc. \| Common Stock, Upfront Consideration
Class of Warrant or Right [Line Items]
Equity interest, share issued or issuable (in shares)	1,696,069
Vayu Robotics, Inc. \| Common Stock, Future Earnout Consideration
Class of Warrant or Right [Line Items]
Equity interest, share issued or issuable (in shares)	560,000
Convertible Notes Payable
Class of Warrant or Right [Line Items]
Shares issued in conversion (in shares)									2,104,562
Conversion price (in dollars per share) \| $ / shares									$ 2.42
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
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
Common stock issued upon exercise of warrants (in shares)													1,200,000
KV Warrants \| Vayu Robotics, Inc.
Class of Warrant or Right [Line Items]
Securities called by warrants (in shares)	4,000,000
Exercise price of warrants (in dollars per share) \| $ / shares	$ 10.36
Magna Warrant
Class of Warrant or Right [Line Items]
Exercise price of warrants (in dollars per share) \| $ / shares																		$ 0.01
Stock-based compensation expense \| $															$ 8,600,000
Purchase of shares (in shares)																		2,145,000
Warrant tranches (in tranches) \| tranche																		2

ACQUISITION - Schedule of Total Fair Value of Consideration Paid in Connection with the Acquisition (Details) - Vayu Robotics, Inc. - USD ($) $ / shares in Units, $ in Thousands		9 Months Ended
	Aug. 15, 2025	Sep. 30, 2025
Business Combination [Line Items]
Shares (in shares)		6,256,069
Cash paid for outstanding shares of Vayu common and preferred stock, as adjusted for working capital	$ 2,278
Purchase price	$ 39,604
Company common shares issued to Vayu common and preferred stockholders
Business Combination [Line Items]
Shares (in shares)	1,539,906
Per Share (in dollars per share)	$ 9.71
Total consideration, equity interest	$ 14,952
Company warrants issued to Vayu SAFE holder, Khosla Ventures
Business Combination [Line Items]
Shares (in shares)	4,000,000
Per Share (in dollars per share)	$ 5.41
Total consideration, equity interest	$ 21,640
Replacement equity awards attributable to pre-combination service
Business Combination [Line Items]
Total consideration, equity interest	$ 734

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

ACQUISITION - Schedule of Preliminary Fair Values of the Identified Intangible Assets Acquired (Details) - USD ($) $ in Thousands	Aug. 15, 2025	Apr. 01, 2025
Voysys AB
Business Combination [Line Items]
Useful life (in years)		16 years
Preliminary fair value at acquisition		$ 1,370
Voysys AB \| Developed technology
Business Combination [Line Items]
Useful life (in years)		15 years
Preliminary fair value at acquisition		$ 980
Voysys AB \| Customer relationships
Business Combination [Line Items]
Useful life (in years)		25 years
Preliminary fair value at acquisition		$ 255
Voysys AB \| Trade names
Business Combination [Line Items]
Useful life (in years)		10 years
Preliminary fair value at acquisition		$ 135
Vayu Robotics, Inc.
Business Combination [Line Items]
Preliminary fair value at acquisition	$ 32,439
Vayu Robotics, Inc. \| Developed technology
Business Combination [Line Items]
Useful life (in years)	5 years
Preliminary fair value at acquisition	$ 32,439

- 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

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
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+ Details

NATURE OF OPERATIONS, HISTORY, ORGANIZATION AND BUSINESS (Details) - USD ($) $ / shares in Units, $ in Millions	Apr. 17, 2024	Sep. 30, 2025	Dec. 31, 2024
Nature of Operations [Line Items]
Shares issued (in shares)	10,000,000
Common stock, par value (in dollars per share)		$ 0.0001	$ 0.0001
Share price (in dollars per share)	$ 4.00
Proceeds from issuance of common stock, net of offering costs	$ 35.8
Common Stock
Nature of Operations [Line Items]
Common stock, par value (in dollars per share)	$ 0.0001

STOCKHOLDERS’ EQUITY (DEFICIT) - Schedule of Warrants (Details) - Warrant	9 Months Ended
	Sep. 30, 2025 $ / shares shares
Warrants
Outstanding, beginning balance (in shares) \| shares	3,340,011
Granted (in shares) \| shares	4,000,000
Exercised (in shares) \| shares	(2,260,717)
Forfeited (in shares) \| shares	0
Outstanding, beginning balance (in shares) \| shares	5,079,294
Exercisable (in shares) \| shares	5,079,294
Weighted Average Exercise Price
Outstanding, beginning balance (in dollars per share) \| $ / shares	$ 6.56
Granted (in dollars per share) \| $ / shares	10.36
Exercised (in dollars per share) \| $ / shares	5.12
Forfeited (in dollars per share) \| $ / shares	0
Outstanding, ending balance (in dollars per share) \| $ / shares	10.18
Exercisable (in dollars per share) \| $ / shares	$ 10.18

Condensed Consolidated Statements of Cash Flows - USD ($)	3 Months Ended				9 Months Ended		12 Months Ended
	Sep. 30, 2025	Mar. 31, 2025	Sep. 30, 2024	Mar. 31, 2024	Sep. 30, 2025	Sep. 30, 2024	Dec. 31, 2024
Cash flows from operating activities:
Net loss	$ (33,020,000)	$ (13,216,000)	$ (7,996,000)	$ (9,038,000)	$ (67,088,000)	$ (26,071,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation & amortization					3,387,000	37,000
Stock-based compensation					14,919,000	9,930,000
Accretion of discount on available-for-sale securities					(548,000)	0
Amortization of debt discount					0	1,678,000
Change in fair value of derivative liability					0	222,000
Changes in operating assets and liabilities, net of effects of business acquired:
Accounts receivable, net					(718,000)	(10,000)
Inventory					0	447,000
Prepaid expenses					(6,229,000)	(2,776,000)
Other receivables					(496,000)	(180,000)
Other current assets					(133,000)	0
Accounts payable					3,479,000	1,556,000
Accrued liabilities					2,688,000	(111,000)
Deferred revenue					(17,000)	14,000
Operating lease liabilities, net					155,000	(15,000)
Net cash used in operating activities					(50,601,000)	(15,279,000)
Cash flows from investing activities:
Purchases of property and equipment					(20,831,000)	(5,395,000)
Purchases of short-term marketable securities					(107,485,000)	0
Proceeds from maturity of marketable securities					14,200,000	0
Security deposits					(119,000)	0
Acquisition, net of cash acquired					(7,504,000)	0
Capitalized software					(405,000)	0
Net cash used in investing activities					(122,144,000)	(5,395,000)
Cash flows from financing activities:
Proceeds from issuance of common stock, net of offering costs					75,847,000	35,849,000
Proceeds from issuance of common stock under the 2025 Equity Distribution Agreement, net of offering costs					78,767,000	0
Proceeds from issuance of prefunded warrants to purchase common stock in connection with private placement, net of issuance costs					0	17,116,000
Proceeds from exercise of warrants					11,381,000	16,325,000
Proceeds from exercise of options					405,000	87,000
Proceeds from short-swing profit disgorgement					48,000	0
Payments of deferred offering costs					0	0
Repayment of financing lease liability					(186,000)	(1,322,000)
Proceeds from convertible notes payable, net of offering costs					0	4,845,000
Repayments of notes payable, related party					0	(70,000)
Repayments of note payable					0	(1,250,000)
Net cash provided by financing activities					166,262,000	71,580,000
Effect of exchange rate changes on cash and cash equivalents					56,000	0
Net change in cash and cash equivalents					(6,427,000)	50,906,000
Cash and cash equivalents at beginning of period		$ 123,266,000		$ 7,000	123,266,000	7,000	$ 7,000
Cash and cash equivalents at end of period	$ 116,839,000		$ 50,913,000		116,839,000	50,913,000	$ 123,266,000
Supplemental disclosure of cash flow information:
Cash paid for income taxes					0	0
Cash paid for interest					93,000	50,000
Supplemental disclosure of non-cash investing and financing activities:
Purchases of property and equipment, accrued but not paid					1,339,000	0
Conversion of convertible notes and derivative into common stock					$ 0	$ 6,804,000

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2025

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the SEC applicable to interim period financial statements and do not include all of the information and disclosures required by accounting principles generally accepted in the United States (“GAAP”) for complete financial statements. In the opinion of management, the unaudited condensed consolidated financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the financial position and the results of operations for the periods presented.

These 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, 2024 included our Annual Report on Form 10-K. Interim results are not necessarily indicative of the results that may be expected for a full year.

Segment Information

Operating segments are defined as components of an entity for which discrete financial information is available that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company’s Chief Executive Officer serves as the Company’s CODM. The CODM reviews financial information on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. As such, the Company has one operating and reportable segment. See further information in Note 12.

Liquidity and Going Concern

As of September 30, 2025 our principal sources of liquidity were cash and cash equivalents and marketable securities of $210.4 million, which consisted of unrestricted cash and cash equivalents on hand of $116.8 million and $93.6 million in marketable securities. Although the Company has incurred recurring losses each year since its inception, the Company expects it will be able to fund its operations for at least the next twelve months from the issuance of these unaudited condensed consolidated financial statements. We believe we will meet longer term expected future cash requirements and obligations through available cash balances. However, our projections of future cash needs and cash flows may differ from historical results. If current cash on hand, cash equivalents, and cash that may be generated from our business operations are insufficient to continue to operate our business, or if we elect to invest in or acquire a company or companies or new technology or technologies that are synergistic with or complementary to our technologies, we may be required to obtain more working capital. We have and may continue to seek to obtain working capital during our fiscal year 2025 or thereafter through sales of our equity securities or convertible debt or through public or private debt facilities from various financial institutions where possible, though the availability of such funding, and applicable terms, will be dependent on prevailing market conditions.

If we do identify sources for additional funding, the sale of additional equity securities or convertible debt will result in dilution to our stockholders. We can give no assurance that we will generate sufficient cash flows in the future to satisfy our liquidity requirements or sustain future operations, or that other sources of funding, such as sales of equity or debt, would be available or would be approved by our securityholders, if needed, on favorable terms or at all. If we fail to obtain additional working capital as and when needed, such failure could have a material adverse impact on our business, results of operations and financial condition. Furthermore, such lack of funds may inhibit our ability to respond to competitive pressures or unanticipated capital needs, or may force us to reduce operating expenses, which would significantly harm the business and development of operations.

The Company’s unaudited condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business.

Use of Estimates

The preparation of the Company’s unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions reflected in these financial statements include, but are not limited to, estimated useful lives of property and equipment and intangible assets, impairment of long-lived assets, allocation of overhead costs between cost of revenue and operating expenses, valuation of stock-based compensation, and valuation of acquired intangible assets and goodwill. 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 and marketable securities. 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

A significant portion of our revenue is concentrated with three customers, Customer A, Customer B, and Customer C.

For the three months ended September 30, 2025 and 2024, sales to Customer A accounted for 43% and 78% of our total revenue, respectively. For the nine months ended September 30, 2025 and 2024, sales to Customer A accounted for 34% and 22% of our total revenue, respectively.

For the three months ended September 30, 2025 and 2024, sales to Customer B accounted for 27% and none of our total revenue, respectively. For the nine months ended September 30, 2025 and 2024, sales to Customer B accounted for 10% and none of our total revenue, respectively.

For the three months ended September 30, 2025 and 2024, sales to Customer C accounted for < 10% and 17% of our total revenue, respectively. For the nine months ended September 30, 2025 and 2024, sales to Customer C accounted for 27% and 72% of our total revenue, respectively.

A significant portion of our Accounts Receivable balance is concentrated with four customers, Customer A, Customer B, Customer C, and Customer D.

As of September 30, 2025, Customer C and Customer B accounted for 55% and 20% of our accounts receivable, respectively. As of December 31, 2024, Customer D and Customer A accounted for 86% and 12% of our accounts receivable, respectively.

There are inherent risks whenever a large percentage of total revenues and accounts receivable are concentrated with a limited number of customers. The loss of any or all of these customers could have a negative impact on our planned operations.

Business Combinations

The Company accounts for business combinations using the acquisition method of accounting, which requires, among other things, allocation of the fair value of purchase consideration to the tangible and intangible assets acquired and liabilities assumed at their estimated fair values on the acquisition date. The excess of the fair value of purchase consideration over the values of these identifiable assets and liabilities is recorded as goodwill. When determining the fair value of assets acquired and liabilities assumed, management makes significant estimates and assumptions, especially with respect to the valuation of intangible assets. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, not to exceed one year from the date of acquisition, the Company may record adjustments to the assets acquired and liabilities assumed, with a corresponding offset to goodwill if new information is obtained related to facts and circumstances that existed as of the acquisition date. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are reflected in the consolidated statements of operations. Acquisition costs, such as legal and consulting fees, are expensed as incurred.

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.

Marketable Securities

Marketable securities primarily consist of certificates of deposit, commercial paper, U.S. government agency securities, U.S. Treasury securities, corporate bonds and mutual funds. The Company invests in a diversified portfolio of marketable securities and limits the concentration of its investment in any particular security. Securities with maturities greater than three months but less than one year are included in current assets, and securities with maturities greater than one year are included in non-current assets on the consolidated balance sheets. All marketable securities are classified as available-for-sale and reported at fair value.

If the estimated fair value of an available-for-sale debt security is below its amortized cost basis, then the Company evaluates the security for impairment. The Company considers its intent to sell the security or whether it is more likely than not that it will be required to sell the security before recovery of its amortized basis. If either of these criteria are met, the debt security’s amortized cost basis is written down to fair value through other expense, net in the consolidated statements of operations. If neither of these criteria are met, the Company evaluates whether unrealized losses have resulted from a credit loss or other factors. The factors considered in determining whether a credit loss exists can include the extent to which fair value is less than the amortized cost basis, changes to the rating of the security by a rating agency, any adverse conditions specifically related to the security, as well as other factors. An impairment relating to credit losses is recorded through an allowance for credit losses reported in other expense, net in the unaudited condensed consolidated statements of operations. The allowance is limited by the amount that the fair value of the debt security is below its amortized cost basis. When a credit loss exists, the Company compares the present value of cash flows expected to be collected from the debt security with the amortized cost basis of the security to determine what allowance amount, if any, should be recorded. Unrealized losses not resulting from credit losses are recorded in accumulated other comprehensive income (loss).

Fair Value Measurements

Certain assets and liabilities of the Company are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable:

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

•Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data.

•Level 3—Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques.

The carrying values of the Company’s accounts receivable, prepaid expenses and accounts payable and accrued expenses approximate their fair values due to the short-term nature of these assets and liabilities.

See Note 5 for fair value disclosures.

Accounts Receivable

Accounts receivable are derived from services delivered to customers and reported net of allowance. Each month, the Company reviews its receivables on a customer-by-customer basis and evaluates whether an allowance for credit loss 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, 2025 and December 31, 2024, the Company determined there was an immaterial amount of allowance for credit losses.

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 two to four years for office equipment and two to

four years for the Company’s robot assets, and the shorter of remaining lease term or estimated useful life for leasehold improvements. 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 statements of operations in the period of disposal. As of September 30, 2025, certain amounts previously categorized as inventory have been reclassified as Property and Equipment. The reclassification had an immaterial impact on our unaudited condensed consolidated balance sheets.

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, and cargo vans. “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.

Intangible Assets, Net

Intangible assets are recorded at fair value as of the date of acquisition and amortized on a straight-line basis over their estimated useful lives. The Company reviews identifiable amortizable intangible assets for impairment under the long-lived asset model described under “Impairment of Long-Lived Assets” below.

Goodwill

Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired in a business combination. Goodwill is not amortized but is tested for impairment at least annually or more frequently if events or changes in circumstances indicate that the asset may be impaired. The Company’s impairment tests are based on a single operating segment and reporting unit structure. If the carrying value of the reporting unit exceeds its fair value, an impairment charge is recognized for the excess of the carrying value of the reporting unit over its fair value.

Impairment of Long-Lived Assets

The Company accounts for long-lived assets in accordance with the provisions of ASC 360 – Property, Plant and Equipment. 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.

Convertible Instruments

The Company evaluates its convertible instruments, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under ASC 815 – Derivatives and Hedging (“ASC 815”). The result of this accounting treatment is that the fair value of the derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statements of operations as other income (expense). Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Equity instruments that are initially classified as equity that become subject to reclassification under ASC 815 are reclassified to liabilities at the fair value of the instrument on the reclassification date. 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.

Accounting for Preferred Stock

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

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

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

Accumulated Other Comprehensive Income (Loss)

Accumulated other comprehensive income (loss) primarily consists of foreign currency translation adjustments and unrealized gains and losses on available-for-sale marketable securities. The financial statements of the Company’s non-U.S. subsidiaries are translated from their functional currency, into U.S. dollars.

Assets and liabilities are translated from the functional currency into U.S. dollars at period end rates of exchange, and revenue and expenses are translated using average monthly exchange rates. The resulting gain or loss is included in accumulated other comprehensive income (loss) on the consolidated balance sheets.

Available-for-sale securities are reported at fair value, with unrealized gains and losses included as a separate component of stockholders’ equity within accumulated other comprehensive income (loss).

Stock-Based Compensation

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

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

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

Revenue Recognition

The Company accounts for revenue under ASC 606 – Revenue from Contracts with Customers. The Company determines revenue recognition through the following steps:

•Identification of a contract with a customer;

•Identification of the performance obligations in the contract;

•Determination of the transaction price;

•Allocation of the transaction price to the performance obligations in the contract; and

•Recognition of revenue when or as the performance obligations are satisfied.

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 fleet services when the performance obligation is satisfied. The fleet performs delivery services, branding services, and unit sales. The Company’s performance obligation on a delivery is satisfied when the delivery is complete, which is the point in time control of the delivered product transfers to the customer. The Company’s performance obligation on branding services is to continually promote a brand over the duration of the contractual term, which is typically less than one year. The Company primarily recognizes revenue in the amount that it has the right to invoice as advertising services are rendered.

The Company recognizes revenue on its software services over time based on the contract term. The Company determines measurable performance obligations, which are assessed on a contract by contract basis. The Company develops certain measures to estimate the progress of the performance obligation at each reporting period end. Software service fees that have been invoiced or paid but performance obligations have not been met are recorded as deferred revenue.

Disaggregation of Revenue

The disaggregation of revenue is as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Software services	$	254	$	39	$	795	$	1,186
Fleet services	433		183		974		451
	$	687	$	222	$	1,769	$	1,637

Cost of Revenue

Cost of revenue consists primarily of allocations of depreciation on robot assets used for revenue producing activities, personnel time related to revenue-producing activities, and costs related to data, software and similar costs that allow the robots to function as intended and for the Company to communicate with the robots while in service.

Sales and Marketing

Sales and marketing expenses include personnel costs. Advertising costs are expensed as incurred and included in sales and marketing expenses.

Operations

Operations expenses consist of lease expense for facilities and certain field operations personnel to support fleet services. The Company considers these expenses to be indirect costs to deliver fleet services.

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 and facility costs. 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. Per ASC 730 – Research and Development, the Company recognizes all research and development costs in the statements of operations as they occur. Assets with alternative future uses are capitalized and depreciated over their useful lives, with the depreciation expense reported under research and development costs.

Income Taxes

The Company accounts for income taxes using the liability method in accordance with ASC 740 – Income Taxes. Under this method, deferred income tax assets and liabilities are recognized for temporary differences between the financial reporting and tax bases of assets and liabilities, using tax rates expected to be in effect when these differences reverse.

A valuation allowance is established when, in management’s estimate, it is more-likely-than-not that the deferred tax asset will not be realized. The Company evaluates its income tax positions in accordance with ASC 740-10. For tax positions where it is more likely than not that a benefit will be sustained, the Company recognizes the largest amount of tax benefit

that is greater than 50% likely to be realized upon ultimate settlement with a taxing authority having full knowledge of all relevant information.

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, 2025 and 2024, 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, 2025 and 2024 are as follows:


	September 30,
	2025	2024
Common stock warrants	5,079,294	4,474,524
Stock options	866,268	1,521,585
Shares related to recourse and non-recourse loans	50,178	112,490
Unvested restricted stock units and performance restricted stock units	8,984,403	4,814,060
Total potentially dilutive shares	14,980,143	10,922,659

Recently Adopted Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures to enable investors to better understand an entity’s overall performance through enhanced disclosures about significant segment expenses. The guidance enhances interim disclosure requirements, clarifies circumstances in which an entity can disclose multiple segment measures of profit or loss, and provide new segment disclosure requirements for entities with a single reportable segment. The Company adopted the provisions of ASU No. 2023-07 during the fourth quarter of December 31, 2024. Refer to Note 12 for further information.

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 expects to adopt ASU 2023-09 in its consolidated financial statements for the year ended December 31, 2025. The adoption will require certain additional disclosure in the notes to the Company’s consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires the disaggregation of certain expenses in the notes of the financial statements to provide enhanced transparency into the expense captions presented on the face of the statements of operations. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, and may be applied either prospectively or retrospectively. Early adoption is permitted. The adoption will require certain additional disclosure in the notes to the Company’s consolidated financial statements.

In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (ASU 2025-05), which provides a practical expedient for entities to estimate expected credit losses on current accounts receivable and current contract assets arising from revenue transactions accounted for under ASC 606. ASU 2025-05 is effective for the Company for annual periods beginning after December 15, 2025, and interim periods within those annual periods. Early adoption is permitted. The Company is evaluating the impact of this standard on its financial statements and related disclosures.

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”), which removes all references to prescriptive and sequential software development stages and establishes new criteria for the capitalization of internal-use software costs. ASU 2025-06 is effective for fiscal years beginning after December 15, 2027, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of the adoption of this guidance on its consolidated financial statements and disclosures.

STOCK-BASED COMPENSATION (Tables)

9 Months Ended

Sep. 30, 2025

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, 2025 is as follows:


	Options	Weighted Average Exercise Price		Intrinsic Value
Outstanding as of December 31, 2024	1,022,291	$	0.94	$	12,843
Granted	89,438	5.49		$	1,040
Exercised	(198,032)	0.99		$	2,303
Forfeited	(47,429)	1.98		$	552
Outstanding as of September 30, 2025	866,268	$	1.03	$	10,068

Exercisable as of September 30, 2025	670,132	$	1.21	$	7,794
Exercisable and expected to vest at September 30, 2025	866,268	$	1.03	$	10,068

Schedule of Stock-Based Compensation Expense

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
General and administrative	$	3,712	$	386	$	7,597	$	820
Operations	147		47		323		191
Research and development	2,680		1,741		6,767		8,842
Sales and marketing	103		21		232		77
	$	6,642	$	2,195	$	14,919	$	9,930

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Potentially Dilutive Items Outstanding (Details) - shares	9 Months Ended
	Sep. 30, 2025	Sep. 30, 2024
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive shares (in shares)	14,980,143	10,922,659
Common stock warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive shares (in shares)	5,079,294	4,474,524
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive shares (in shares)	866,268	1,521,585
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)	50,178	112,490
Unvested restricted stock units and performance restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive shares (in shares)	8,984,403	4,814,060

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Sep. 30, 2025
Accounting Policies [Abstract]
Basis of Presentation	The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the SEC applicable to interim period financial statements and do not include all of the information and disclosures required by accounting principles generally accepted in the United States (“GAAP”) for complete financial statements. In the opinion of management, the unaudited condensed consolidated financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the financial position and the results of operations for the periods presented.
Principles of Consolidation	These 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, 2024 included our Annual Report on Form 10-K. Interim results are not necessarily indicative of the results that may be expected for a full year.
Segment Information	Segment Information Operating segments are defined as components of an entity for which discrete financial information is available that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company’s Chief Executive Officer serves as the Company’s CODM. The CODM reviews financial information on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. As such, the Company has one operating and reportable segment.
Use of Estimates	Use of Estimates The preparation of the Company’s unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions reflected in these financial statements include, but are not limited to, estimated useful lives of property and equipment and intangible assets, impairment of long-lived assets, allocation of overhead costs between cost of revenue and operating expenses, valuation of stock-based compensation, and valuation of acquired intangible assets and goodwill. 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 and marketable securities. 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.
Business Combinations	Business Combinations The Company accounts for business combinations using the acquisition method of accounting, which requires, among other things, allocation of the fair value of purchase consideration to the tangible and intangible assets acquired and liabilities assumed at their estimated fair values on the acquisition date. The excess of the fair value of purchase consideration over the values of these identifiable assets and liabilities is recorded as goodwill. When determining the fair value of assets acquired and liabilities assumed, management makes significant estimates and assumptions, especially with respect to the valuation of intangible assets. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, not to exceed one year from the date of acquisition, the Company may record adjustments to the assets acquired and liabilities assumed, with a corresponding offset to goodwill if new information is obtained related to facts and circumstances that existed as of the acquisition date. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are reflected in the consolidated statements of operations. Acquisition costs, such as legal and consulting fees, are expensed as incurred.
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.
Marketable Securities	Marketable Securities Marketable securities primarily consist of certificates of deposit, commercial paper, U.S. government agency securities, U.S. Treasury securities, corporate bonds and mutual funds. The Company invests in a diversified portfolio of marketable securities and limits the concentration of its investment in any particular security. Securities with maturities greater than three months but less than one year are included in current assets, and securities with maturities greater than one year are included in non-current assets on the consolidated balance sheets. All marketable securities are classified as available-for-sale and reported at fair value. If the estimated fair value of an available-for-sale debt security is below its amortized cost basis, then the Company evaluates the security for impairment. The Company considers its intent to sell the security or whether it is more likely than not that it will be required to sell the security before recovery of its amortized basis. If either of these criteria are met, the debt security’s amortized cost basis is written down to fair value through other expense, net in the consolidated statements of operations. If neither of these criteria are met, the Company evaluates whether unrealized losses have resulted from a credit loss or other factors. The factors considered in determining whether a credit loss exists can include the extent to which fair value is less than the amortized cost basis, changes to the rating of the security by a rating agency, any adverse conditions specifically related to the security, as well as other factors. An impairment relating to credit losses is recorded through an allowance for credit losses reported in other expense, net in the unaudited condensed consolidated statements of operations. The allowance is limited by the amount that the fair value of the debt security is below its amortized cost basis. When a credit loss exists, the Company compares the present value of cash flows expected to be collected from the debt security with the amortized cost basis of the security to determine what allowance amount, if any, should be recorded. Unrealized losses not resulting from credit losses are recorded in accumulated other comprehensive income (loss).
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 reported net of allowance. Each month, the Company reviews its receivables on a customer-by-customer basis and evaluates whether an allowance for credit loss 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, 2025 and December 31, 2024, the Company determined there was an immaterial amount of allowance for credit losses.
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 two to four years for office equipment and two to four years for the Company’s robot assets, and the shorter of remaining lease term or estimated useful life for leasehold improvements. 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 statements of operations in the period of disposal. As of September 30, 2025, certain amounts previously categorized as inventory have been reclassified as Property and Equipment. The reclassification had an immaterial impact on our unaudited condensed consolidated balance sheets.
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, and cargo vans. “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.
Intangible Assets, Net	Intangible Assets, Net Intangible assets are recorded at fair value as of the date of acquisition and amortized on a straight-line basis over their estimated useful lives. The Company reviews identifiable amortizable intangible assets for impairment under the long-lived asset model described under “Impairment of Long-Lived Assets” below.
Goodwill	Goodwill Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired in a business combination. Goodwill is not amortized but is tested for impairment at least annually or more frequently if events or changes in circumstances indicate that the asset may be impaired. The Company’s impairment tests are based on a single operating segment and reporting unit structure. If the carrying value of the reporting unit exceeds its fair value, an impairment charge is recognized for the excess of the carrying value of the reporting unit over its fair value.
Impairment of Long-Lived Assets	Impairment of Long-Lived Assets The Company accounts for long-lived assets in accordance with the provisions of ASC 360 – Property, Plant and Equipment. 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 The Company evaluates its convertible instruments, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under ASC 815 – Derivatives and Hedging (“ASC 815”). The result of this accounting treatment is that the fair value of the derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statements of operations as other income (expense). Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Equity instruments that are initially classified as equity that become subject to reclassification under ASC 815 are reclassified to liabilities at the fair value of the instrument on the reclassification date. 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.
Accounting for Preferred Stock	Accounting for Preferred Stock ASC 480 – Distinguishing Liabilities from Equity, includes standards for how an issuer of equity (including equity shares issued by consolidated entities) classifies and measures on its consolidated balance sheet certain financial instruments with characteristics of both liabilities and equity. Management is required to determine the presentation for the preferred stock as a result of the redemption and conversion provisions, among other provisions in the agreement. Specifically, management is required to determine whether the embedded conversion feature in the preferred stock is clearly and closely related to the host instrument, and whether the bifurcation of the conversion feature is required and whether the conversion feature should be accounted for as a derivative instrument. If the host instrument and conversion feature are determined to be clearly and closely related (both more akin to equity), derivative liability accounting under ASC 815 is not required. Management determined that the host contract of the preferred stock is more akin to equity, and accordingly, liability accounting is not required by the Company. The Company has presented preferred stock within stockholders’ equity. Costs incurred directly for the issuance of the preferred stock are recorded as a reduction of gross proceeds received by the Company, resulting in a discount to the preferred stock. The discount is not amortized.
Accumulated Other Comprehensive Income (Loss)	Accumulated Other Comprehensive Income (Loss) Accumulated other comprehensive income (loss) primarily consists of foreign currency translation adjustments and unrealized gains and losses on available-for-sale marketable securities. The financial statements of the Company’s non-U.S. subsidiaries are translated from their functional currency, into U.S. dollars. Assets and liabilities are translated from the functional currency into U.S. dollars at period end rates of exchange, and revenue and expenses are translated using average monthly exchange rates. The resulting gain or loss is included in accumulated other comprehensive income (loss) on the consolidated balance sheets. Available-for-sale securities are reported at fair value, with unrealized gains and losses included as a separate component of stockholders’ equity within accumulated other comprehensive income (loss).
Stock-Based Compensation	Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC 718 – Compensation – Stock Compensation (“ASC 718”). The Company measures all stock-based awards granted to employees, directors and non-employee consultants based on the fair value on the date of the grant and recognizes compensation expense for those awards over the requisite service period, which is generally the vesting period of the respective award. For awards with service-based vesting conditions, the Company records the expense for using the straight-line method. For awards with performance-based vesting conditions, the Company records the expense if and when the Company concludes that it is probable that the performance condition will be achieved. The Company classifies stock-based compensation expense in its statements of operations in the same manner in which the award recipient’s payroll costs are classified or in which the award recipient’s service payments are classified. The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model. The Company historically was a private company and lacks company-specific historical and implied volatility information for its stock. Therefore, it estimates its expected stock price volatility based on the historical volatility of publicly traded peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded stock price. The expected term of the Company’s stock options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends on common stock and does not expect to pay any cash dividends in the foreseeable future. Forfeitures are recognized as incurred. Determining the appropriate fair value of stock-based awards requires the input of subjective assumptions. The assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. As a result, if factors change and management uses different assumptions, stock-based compensation expense could be materially different for future awards.
Revenue Recognition	Revenue Recognition The Company accounts for revenue under ASC 606 – Revenue from Contracts with Customers. The Company determines revenue recognition through the following steps: •Identification of a contract with a customer; •Identification of the performance obligations in the contract; •Determination of the transaction price; •Allocation of the transaction price to the performance obligations in the contract; and •Recognition of revenue when or as the performance obligations are satisfied. 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 fleet services when the performance obligation is satisfied. The fleet performs delivery services, branding services, and unit sales. The Company’s performance obligation on a delivery is satisfied when the delivery is complete, which is the point in time control of the delivered product transfers to the customer. The Company’s performance obligation on branding services is to continually promote a brand over the duration of the contractual term, which is typically less than one year. The Company primarily recognizes revenue in the amount that it has the right to invoice as advertising services are rendered. The Company recognizes revenue on its software services over time based on the contract term. The Company determines measurable performance obligations, which are assessed on a contract by contract basis. The Company develops certain measures to estimate the progress of the performance obligation at each reporting period end. Software service fees that have been invoiced or paid but performance obligations have not been met are recorded as deferred revenue.
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-producing activities, and costs related to data, software and similar costs that allow the robots to function as intended and for the Company to communicate with the robots while in service.
Sales and Marketing	Sales and Marketing Sales and marketing expenses include personnel costs. Advertising costs are expensed as incurred and included in sales and marketing expenses.
Operations	Operations Operations expenses consist of lease expense for facilities and certain field operations personnel to support fleet services. The Company considers these expenses to be indirect costs to deliver fleet services.
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 and facility costs. 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. Per ASC 730 – Research and Development, the Company recognizes all research and development costs in the statements of operations as they occur. Assets with alternative future uses are capitalized and depreciated over their useful lives, with the depreciation expense reported under research and development costs.
Income Taxes	Income Taxes The Company accounts for income taxes using the liability method in accordance with ASC 740 – Income Taxes. Under this method, deferred income tax assets and liabilities are recognized for temporary differences between the financial reporting and tax bases of assets and liabilities, using tax rates expected to be in effect when these differences reverse. A valuation allowance is established when, in management’s estimate, it is more-likely-than-not that the deferred tax asset will not be realized. The Company evaluates its income tax positions in accordance with ASC 740-10. For tax positions where it is more likely than not that a benefit will be sustained, the Company recognizes the largest amount of tax benefit that is greater than 50% likely to be realized upon ultimate settlement with a taxing authority having full knowledge of all relevant information.
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, 2025 and 2024, 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 In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures to enable investors to better understand an entity’s overall performance through enhanced disclosures about significant segment expenses. The guidance enhances interim disclosure requirements, clarifies circumstances in which an entity can disclose multiple segment measures of profit or loss, and provide new segment disclosure requirements for entities with a single reportable segment. The Company adopted the provisions of ASU No. 2023-07 during the fourth quarter of December 31, 2024. Refer to Note 12 for further information. 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 expects to adopt ASU 2023-09 in its consolidated financial statements for the year ended December 31, 2025. The adoption will require certain additional disclosure in the notes to the Company’s consolidated financial statements. In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires the disaggregation of certain expenses in the notes of the financial statements to provide enhanced transparency into the expense captions presented on the face of the statements of operations. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, and may be applied either prospectively or retrospectively. Early adoption is permitted. The adoption will require certain additional disclosure in the notes to the Company’s consolidated financial statements. In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (ASU 2025-05), which provides a practical expedient for entities to estimate expected credit losses on current accounts receivable and current contract assets arising from revenue transactions accounted for under ASC 606. ASU 2025-05 is effective for the Company for annual periods beginning after December 15, 2025, and interim periods within those annual periods. Early adoption is permitted. The Company is evaluating the impact of this standard on its financial statements and related disclosures. In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”), which removes all references to prescriptive and sequential software development stages and establishes new criteria for the capitalization of internal-use software costs. ASU 2025-06 is effective for fiscal years beginning after December 15, 2027, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of the adoption of this guidance on its consolidated financial statements and disclosures.

COMMITMENTS AND CONTINGENCIES - Schedule of Supplemental Balance Sheet Information (Details)	Sep. 30, 2025	Dec. 31, 2024
Commitments and Contingencies Disclosure [Abstract]
Weighted-average remaining lease term (in years)	3 years 10 days	2 years 7 months 24 days
Weighted-average discount rate	7.34%	7.24%

STOCKHOLDERS’ EQUITY (DEFICIT)

9 Months Ended

Sep. 30, 2025

Equity [Abstract]

STOCKHOLDERS’ EQUITY (DEFICIT)

Each share of the Company’s 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 (the “Board”).

The Company is authorized to issue 10,000,000 and 300,000,000 shares of preferred stock, par value $0.0001 per share, and common stock, par value $0.0001 per share, respectively.

Dividend Rights

Subject to applicable law and the rights and preferences, if any, of any holders of any outstanding series of preferred stock, the holders of the Company’s common stock are entitled to receive dividends if our Board, in its discretion, determines to issue dividends and then only at the times and in the amounts that our Board may determine, payable either in cash, in property or in shares of capital stock.

Transactions

In April 2024, the Company issued 10,000,000 shares of the Company’s common stock for gross proceeds of $40.0 million, or $4.00 per share, pursuant to the Offering. In connection with the Offering, the Company incurred $4.2 million in offering costs. In connection with the Offering, the Company issued to the underwriter warrants to purchase 500,000 shares of the Company’s 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 expires on April 17, 2029. As of September 30, 2025, the Representative’s Warrant has been fully exercised into shares of the Company’s common stock.

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

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 shares of the Company’s 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 the Company’s common stock, together with July Investor Warrants to purchase up to 2,500,000 shares of the Company’s common stock. Each July Pre-Funded Warrant and accompanying July Investor Warrant were sold together at a combined offering price of $5.9999. As of September 30, 2025, the July Pre-Funded Warrants and July Investor Warrants have been fully exercised into shares of the Company’s common stock. 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 the Company’s common stock (the “August Investor Warrants”). Pursuant to the August Purchase Agreement, the Company sold 555,555 August Pre-Funded Warrants, exercisable for one share of the Company’s common stock, together with the August Investor Warrants to purchase up to 555,555 shares of the Company’s common stock. Each August Pre-Funded Warrant and accompanying August Investor Warrant were sold together at a combined offering price of $8.9999. In connection with the transaction, July Investor Warrants were exercised in full for 2,500,000 shares of the Company’s common stock. In consideration for the immediate exercise in full of the existing warrants, the exercising holder received new warrants (the “August Exchange Warrants”) to purchase 2,200,000 shares of the Company’s common stock with an exercise price of $10.00 per share. As of September 30, 2025, the August Pre-Funded Warrants and August Investor Warrants have been fully exercised into shares of the Company’s common stock, and 1,200,000 out of 2,200,000 of the August Exchange Warrants have been exercised into shares of the Company’s common stock The Company received net proceeds of $18.6 million pursuant to the August Purchase Agreement.

On January 7, 2025, the Company entered into a securities purchase agreement with a certain institutional investor pursuant to which the Company agreed to issue and sell, in a registered direct offering an aggregate of 4,210,525 shares of the Company’s common stock at a price of $19.00 per share (the “January 2025 Registered Direct Offering”). The gross proceeds to the Company from the January 2025 Registered Direct Offering were approximately $80 million, before deducting the placement agents’ fees and other offering expenses payable by the Company.

On August 15, 2025, the Company entered into the Vayu Merger Agreement. The Company issued initial upfront consideration of 1,696,069 shares of its common stock, which is subject to customary purchase price adjustments. Additionally, the Company granted future earnout consideration consisting of up to 560,000 shares of common stock, contingent on the achievement of certain performance milestones. The Company also issued warrants to purchase 4,000,000 shares of common stock, with an exercise price of $10.36 per share (which amount is equal to the 10-day volume weighted average price of the Company’s common stock prior to the closing of the transaction), issued to a certain Vayu securityholder. As of September 30, 2025, 1,539,906 out of the 6,256,069 shares have been issued and are outstanding related to the deal consideration.

Restricted Common Stock and Restricted Stock Units

During 2023, the Company issued 338,121 shares of restricted common stock for recourse notes totaling $164 thousand. 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 $166 thousand, inclusive of interest on the note, which was included as a contra-equity on the consolidated balance sheets. The Company recorded a corresponding restricted stock award liability of $163 thousand 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 non-recourse. 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 thousand in stock-based compensation related to the incremental value of the award and an additional $12 thousand 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, 2025, there were 50,178 shares of the Company’s common stock issued, that are subject to the non-recourse note and deemed not outstanding.

In connection with the transactions contemplated by the Vayu Merger Agreement (“Vayu Acquisition”), in August 2025, the Company granted 493,970 RSUs to certain employees as a retention equity award (“Retention RSUs”). The Retention RSUs vest over 4 years from the date of the consummation of the Vayu Acquisition with 25% of the Retention RSUs vesting on first anniversary of the grant date.

During the nine months ended September 30, 2025, the Company issued 3,562,125 of restricted stock units (“RSUs”) with vesting periods ranging one month to four years. As of September 30, 2025, 1,759,877 RSUs vested and 7,544,402 RSUs remained outstanding and will vest over approximately 3.15 years.

During the three months ended September 30, 2025 and 2024, the Company recorded stock-based compensation pertaining to vesting of restricted common stock and RSUs of $6.60 million and $1.00 million, respectively. During the nine months ended September 30, 2025 and 2024, the Company recorded stock-based compensation pertaining to vesting of restricted common stock and RSUs of $14.46 million and $1.92 million, respectively.

The following table summarizes restricted common stock and RSU activity for the nine months ended September 30, 2025:


	Restricted Common Stock			Restricted Stock Units
	Number of Shares	Weighted Average Grant Date Fair Value Per Share		Number of Shares	Weighted Average Grant Date Fair Value Per Share
Nonvested as of December 31, 2024	996,799	$	0.38	5,362,326	$	7.49
Granted	-	-		3,562,125	10.45
Assumed in Vayu Acquisition	-	-		493,970	9.71
Vested	(539,915)	0.01		(1,759,877)	6.64
Forfeited	(50,946)	-		(114,142)	9.43
Nonvested as of September 30, 2025	405,938	$	0.06	7,544,402	$	8.93

Performance-Based Restricted Stock Units

In August 2025, the Company granted PRSUs. The PRSUs will vest or commence vesting upon achievement of the Milestone by the Milestone Date. In addition, the PRSUs may also subject to a continuous service condition. On the Milestone Date, approximately 66% of the PRSUs will vest, and the remaining 34% of PRSUs will vest over 2.5 years following the Milestone Date. The total grant date fair value of the PRSUs was $13.98 million, which is expected to be recognized at a point in time when achievement of the Milestone is considered probable, using management's best estimates, which consider the inherent risk and uncertainty regarding the future outcomes of the performance conditions.

As of September 30, 2025, the components that comprise the Milestone have not been fully established, and therefore, probability is unable to be reasonably determined. Thus, the Company does not consider the achievement of the Milestone to be probable as of September 30, 2025. Accordingly, as of September 30, 2025, the Company does not recognize stock-based compensation expense, as defined by ASC 718. As of September 30, 2025, 1,440,001 shares of the PRSUs were unvested and outstanding.

The Company will reassess the probability and re-measure the compensation expense associated with the performance-based RSUs at each reporting date.

A summary of the Company’s PRSU activity for the nine months ended September 30, 2025 is as follows:


	Performance-Based Restricted Stock
	Number of Shares	Weighted Average Grant Date Fair Value
Nonvested as of December 31, 2024	-	$	-
Granted	1,440,001	$	9.71
Nonvested as of September 30, 2025	1,440,001	$	9.71

Warrants

The following is a summary of warrants for the nine months ended September 30, 2025:


	Warrants	Weighted Average Exercise Price
Outstanding as of December 31, 2024	3,340,011	$	6.56
Granted	4,000,000	10.36
Exercised	(2,260,717)	5.12
Forfeited	—	—
Outstanding as of September 30, 2025	5,079,294	$	10.18

Exercisable as of September 30, 2025	5,079,294	$	10.18

The weighted-average remaining term of the warrants outstanding was 7.44 years as of September 30, 2025.

Magna Warrant

On February 1, 2024, Serve entered into a Master Services Agreement (the “MSA”) with 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 the Company’s 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 in May 2024; and (ii) the second tranche became exercisable in December 2024. As of June 30, 2025, the Magna Warrant has been fully exercised into shares of the Company’s common stock. All warrants were fully vested and the Company recognized $8.6 million in stock-based compensation expense pertaining to these warrants as of December 31, 2024, based on the vesting conditions noted above. The Company recorded the expense to research and development expense in the consolidated statements of operations for the year ended December 31, 2024.

KV Warrants

In accordance with the terms of the Vayu Merger Agreement, upon the closing of the transaction, the Company also issued 4,000,000 warrants to a certain Vayu securityholder (the “Warrants”). Each Warrant entitles the holder to purchase one share of the Company’s common stock, subject to adjustment thereunder, at an exercise price of $10.36 per share (which amount is equal to the 10-day volume weighted average price of the common stock prior to the closing of the transaction). The Warrants contain customary terms and are exercisable at any time on or after August 15, 2029, and terminate on August 15, 2031. The Warrants were issued pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act.

At-the-Market Offerings

On November 7, 2024, the Company entered into an Equity Distribution Agreement (the “2024 Distribution Agreement”) with Northland Securities, Inc., B. Riley Securities, Inc. and Ladenburg Thalmann & Co. Inc. (collectively, the “2024 ATM Agents”) under which the Company may offer and sell, from time to time in its sole discretion, shares of the Company’s common stock, with aggregate gross sales proceeds of up to $100,000,000 through an “at the market” equity offering program. Under the 2024 Distribution Agreement, the Company will set the parameters for the sale of shares. Subject to the terms and conditions of the 2024 Distribution Agreement, the 2024 ATM Agents may sell the shares by methods deemed to be an “at the market” offering as defined in Rule 415 promulgated under the Securities Act. The 2024 Distribution Agreement provides that the Company will pay the 2024 ATM Agents a commission of up to 3% of the gross proceeds of any shares of the Company’s common stock sold through the 2024 ATM Agents under the 2024 Distribution Agreement.

During the twelve months ended December 31, 2024, the Company sold a total of 5,698,992 shares of the Company’s common stock under the 2024 Distribution Agreement at a weighted-average price of $14.04 per share and raised approximately $80 million of gross proceeds. After deducting approximately $2.4 million of commissions and offering costs incurred by the Company, the net proceeds from sales of the Company’s common stock was $77.6 million during the twelve months ended December 31, 2024. On March 5, 2025 the Company terminated the 2024 Distribution Agreement.

On March 6, 2025, the Company entered into a Controlled Equity OfferingSM Agreement (the “2025 Distribution Agreement”) with Cantor Fitzgerald & Co., Wedbush Securities Inc., Northland Securities, Inc., Ladenburg Thalmann & Co. Inc. and Seaport Global Securities LLC (collectively, the “2025 ATM Agents”) under which the Company may offer and sell, from time to time in its sole discretion, shares of the Company’s common stock with aggregate gross sales proceeds of up to $150,000,000 through an “at the market” equity offering program. Under the 2025 Distribution Agreement, the Company will set the parameters for the sale of shares. Subject to the terms and conditions of the 2025 Distribution Agreement, the 2025 ATM Agents may sell the shares by methods deemed to be an “at the market” offering as defined in Rule 415 promulgated under the Securities Act. The 2025 Distribution Agreement provides that the Company will pay the Agents a commission of up to 3% of the gross proceeds of any shares of common stock sold through the 2025 ATM Agents under the 2025 Distribution Agreement.

During the nine months ended September 30, 2025, the Company sold a total of 6,499,935 shares of the Company’s common stock under the 2025 Distribution Agreement at a weighted-average price of $12.49 per share and raised $81.2 million of gross proceeds. After deducting approximately $2.4 million of commissions and offering costs incurred by the Company, the net proceeds from sales of the Company’s common stock was $78.8 million during the nine months ended September 30, 2025. As of September 30, 2025, the Company had approximately $69 million of remaining capacity to sell the Company’s common stock under the 2025 Distribution Agreement.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
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+ Details

FAIR VALUE MEASUREMENTS (Tables)

9 Months Ended

Sep. 30, 2025

Fair Value Disclosures [Abstract]

Schedule of Assets Measured at Fair Value on a Recurring Basis

The following table sets forth the Company’s cash equivalents and short-term marketable securities that were measured at fair value on a recurring basis by level within the fair value hierarchy as of September 30, 2025 (in thousands):


	Fair Value Measurements as of September 30, 2025:
	Level 1		Level 2		Level 3		Total
Cash equivalents
Money market funds	$	71,296	$	—	$	—	$	71,296
Certificates of deposit	10,004		—		—		10,004
U.S. Treasury securities	12,960		—		—		12,960
Short-term marketable securities
Certificates of deposit	—		20,037		—		20,037
Commercial paper	—		34,090		—		34,090
Corporate notes/bonds	—		32,548		—		32,548
U.S. Treasury securities	—		6,933		—		6,933
Total	$	94,260	$	93,608	$	—	$	187,868

GOODWILL AND INTANGIBLE ASSETS, NET - Schedule of Estimated Future Amortization Expense of Intangible Assets (Details) $ in Thousands	Sep. 30, 2025 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Remainder of 2025	$ 1,644
2026	6,577
2027	6,577
2028	6,577
2029	6,577
Thereafter	4,919
Net Carrying Value	$ 32,871

MARKETABLE SECURITIES (Tables)

9 Months Ended

Sep. 30, 2025

Investments, Debt and Equity Securities [Abstract]

Schedule of Cash Equivalents and Marketable Securities

The following tables summarize the cost or amortized cost, gross unrealized gain, gross unrealized loss, and fair value of the Company’s cash equivalents and marketable securities (in thousands):


	September 30, 2025
	Cost or Amortized Cost		Unrealized				Estimated Fair Value
			Gains		Losses
Cash equivalents
Money market funds	$	71,296	$	—	$	—	$	71,296
Certificates of deposit	10,000		4		—		10,004
U.S. Treasury securities	12,960		—		—		12,960
Short-term marketable securities
Certificates of deposit	20,000		37		—		20,037
Commercial paper	34,077		13		—		34,090
Corporate notes/bonds	32,536		12		—		32,548
U.S. Treasury securities	6,934		—		(1)		6,933
Total	$	187,803	$	66	$	(1)	$	187,868

PROPERTY AND EQUIPMENT, NET - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands	Sep. 30, 2025	Dec. 31, 2024
Property, Plant and Equipment [Line Items]
Total	$ 35,107	$ 14,567
Less: accumulated depreciation	(5,050)	(2,604)
Property and equipment, net	30,057	11,963
Office equipment
Property, Plant and Equipment [Line Items]
Total	375	332
Leasehold improvement
Property, Plant and Equipment [Line Items]
Total	66	0
Robot assets
Property, Plant and Equipment [Line Items]
Total	26,764	4,610
Construction-in-progress
Property, Plant and Equipment [Line Items]
Total	5,791	7,826
Tooling
Property, Plant and Equipment [Line Items]
Total	$ 2,111	$ 1,799

COMMITMENTS AND CONTINGENCIES (Tables)

9 Months Ended

Sep. 30, 2025

Commitments and Contingencies Disclosure [Abstract]

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

Operating lease costs by financial statement line item are as follows (in thousands):


		Three Months Ended September 30,				Nine Months Ended September 30,
Type	Financial Statement Line Item	2025		2024		2025		2024
Operating lease	General and administrative	26		9		54		26
Operating lease	Operations	770		340		1,456		503
Operating lease	Research and development	2		63		76		133
Total lease costs		$	798	$	412	$	1,586	$	662

Supplemental cash flow information related to leases is as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Cash paid for operating lease liabilities	$	485	$	141	$	1,019	$	420
Right-of-use assets obtained in exchange for operating lease obligations	$	1,873	$	275	$	3,045	$	275

Supplemental balance sheet information related to leases is as follows:


	September 30, 2025		December 31, 2024
Weighted-average remaining lease term (in years)	3.03		2.65
Weighted-average discount rate	7.34	%	7.24	%

Schedule of Future Minimum Payments Under Operating Leases

Future annual minimum payments under operating leases as of September 30, 2025, are as follows (in thousands):


Remainder of 2025	$	591
2026	1,692
2027	1,338
2028	473
2029	192
Thereafter	336
Total undiscounted future cash flows	4,622
Less: imputed interest	(475)
Total operating lease liabilities	$	4,147

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

9 Months Ended

Sep. 30, 2025

Accounting Policies [Abstract]

Disaggregation of Revenue

The disaggregation of revenue is as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Software services	$	254	$	39	$	795	$	1,186
Fleet services	433		183		974		451
	$	687	$	222	$	1,769	$	1,637

Potentially Dilutive Items Outstanding

Potentially dilutive items outstanding as of September 30, 2025 and 2024 are as follows:


	September 30,
	2025	2024
Common stock warrants	5,079,294	4,474,524
Stock options	866,268	1,521,585
Shares related to recourse and non-recourse loans	50,178	112,490
Unvested restricted stock units and performance restricted stock units	8,984,403	4,814,060
Total potentially dilutive shares	14,980,143	10,922,659

STOCK-BASED COMPENSATION - Narrative (Details) - USD ($) $ in Thousands		1 Months Ended		3 Months Ended		9 Months Ended
	Aug. 14, 2025	Oct. 31, 2025	Jun. 30, 2025	Sep. 30, 2025	Sep. 30, 2024	Sep. 30, 2025	Sep. 30, 2024	Aug. 15, 2025
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock based compensation expense				$ 6,642	$ 2,195	$ 14,919	$ 9,930
New Restricted Stock Units
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Granted (in shares)						3,562,125
New Restricted Stock Units \| Maximum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period						4 years
New Restricted Stock Units \| Minimum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period						1 month
Share-Based Payment Arrangement, Option
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock based compensation expense				8	$ 69	$ 462	$ 284
Unrecognized compensation cost				$ 126		$ 126
Recognized weighted average period						1 year 2 months 1 day
2023 Equity Incentive Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Maximum aggregate shares to be issued (in shares)				9,767,029		9,767,029
Shares available to be issued (in shares)				230,321		230,321
Additional shares authorized (in shares)			2,280,000
Shares available to be issued, percentage						4.00%
2023 Equity Incentive Plan \| Subsequent Event
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Additional shares authorized (in shares)		3,289,146
Vayu 2022 Equity Incentive Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares available to be issued (in shares)				175,112		175,112
Issuance of common stock (in shares)								5,344,275
Vayu 2025 Equity Incentive Plan \| New Restricted Stock Units
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares authorized, potential (in shares)	1,400,000
Vayu 2025 Equity Incentive Plan \| New Restricted Stock Units \| Vayu Robotics, Inc.
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Granted (in shares)	1,373,971
2021 Equity Incentive Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Term of awards						10 years
Expiration of outstanding options						6 years 8 months 23 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

FAIR VALUE MEASUREMENTS

9 Months Ended

Sep. 30, 2025

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

Assets Measured at Fair Value on a Recurring Basis


	Fair Value Measurements as of September 30, 2025:
	Level 1		Level 2		Level 3		Total
Cash equivalents
Money market funds	$	71,296	$	—	$	—	$	71,296
Certificates of deposit	10,004		—		—		10,004
U.S. Treasury securities	12,960		—		—		12,960
Short-term marketable securities
Certificates of deposit	—		20,037		—		20,037
Commercial paper	—		34,090		—		34,090
Corporate notes/bonds	—		32,548		—		32,548
U.S. Treasury securities	—		6,933		—		6,933
Total	$	94,260	$	93,608	$	—	$	187,868

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

The fair value of the Company’s Level 1 financial instruments is based on quoted market prices for identical instruments in active markets. The fair value of the Company’s Level 2 fixed income securities is obtained from independent pricing services, which may use quoted market prices for identical or comparable instruments in less active markets or model driven valuations using observable market data or inputs corroborated by observable market data.

Assets Measured at Fair Value on a Non-Recurring Basis

Derivative Liability

In connection with the issuance of the Company’s convertible notes, the Company recorded a derivative liability (see Note 8). The estimated fair value of the derivative liability was 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 the Company’s common stock upon the Offering in April 2024.

Upon the consummation of the Offering in April 2024, all the convertible notes, including principal and accrued interest, were converted into 2,104,562 shares of the Company’s 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/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
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+ Details

COMMITMENTS AND CONTINGENCIES- Schedule of Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2025	Sep. 30, 2024	Sep. 30, 2025	Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
Cash paid for operating lease liabilities	$ 485	$ 141	$ 1,019	$ 420
Right-of-use assets obtained in exchange for operating lease obligations	$ 1,873	$ 275	$ 3,045	$ 275

SUBSEQUENT EVENTS (Details) - USD ($) $ / shares in Units, $ in Millions			1 Months Ended
	Oct. 10, 2025	Jan. 07, 2025	Apr. 30, 2024
Subsequent Event [Line Items]
Shares issued in offering (in shares)			10,000,000
Stock offering (in dollars per share)			$ 4.00
Proceeds from issuance of private placement		$ 80
Private Placement
Subsequent Event [Line Items]
Shares issued in offering (in shares)		4,210,525
Stock offering (in dollars per share)		$ 19.00
Subsequent Event \| Private Placement
Subsequent Event [Line Items]
Shares issued in offering (in shares)	6,250,000
Stock offering (in dollars per share)	$ 16.00
Proceeds from issuance of private placement	$ 100

GOODWILL AND INTANGIBLE ASSETS, NET (Tables)

9 Months Ended

Sep. 30, 2025

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

The changes in the carrying amount of goodwill during the nine months ended September 30, 2025 were as follows (in thousands):


	Total
Balance as of December 31, 2024	$	—
Acquisitions	11,839
Balance as of September 30, 2025	$	11,839

Schedule of Intangible Assets, Net

Intangible assets, net consisted of the following as of September 30, 2025 (in thousands):


	Weighted-Average Remaining Useful Life (in years)	Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Developed technology	5.1	$	33,419	$	927	$	32,492
Customer relationships	24.5	255		5		250
Trade names	9.5	135		6		129
Balance as of September 30, 2025		$	33,809	$	938	$	32,871

Schedule of Estimated Future Amortization Expense of Intangible Assets

The estimated future amortization expense of intangible assets as of September 30, 2025 is as follows (in thousands):


Year Ending December 31,	Amortization Expense
Remainder of 2025	$	1,644
2026	6,577
2027	6,577
2028	6,577
2029	6,577
Thereafter	4,919
Total estimated future amortization expense	$	32,871

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

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+ Details

GOODWILL AND INTANGIBLE ASSETS, NET - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2025	Sep. 30, 2024	Sep. 30, 2025	Sep. 30, 2024
Finite-Lived Intangible Assets [Line Items]
Amortization of intangible assets	$ 915	$ 0	$ 938	$ 0
Technology intangible assets \| Minimum
Finite-Lived Intangible Assets [Line Items]
Intangible assets amortized period	5 years		5 years
Technology intangible assets \| Maximum
Finite-Lived Intangible Assets [Line Items]
Intangible assets amortized period	15 years		15 years
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Intangible assets amortized period	25 years		25 years
Trade names
Finite-Lived Intangible Assets [Line Items]
Intangible assets amortized period	10 years		10 years

- Definition

The aggregate expense charged against earnings to allocate the cost of intangible assets (nonphysical assets not used in production) in a systematic and rational manner to the periods expected to benefit from such assets.

+ References

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PROPERTY AND EQUIPMENT, NET

9 Months Ended

Sep. 30, 2025

Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT, NET

The following is a summary of property and equipment, net (in thousands):


	September 30, 2025		December 31, 2024
Office equipment	$	375	$	332
Leasehold improvement	66		—
Robot assets	26,764		4,610
Construction-in-progress	5,791		7,826
Tooling	2,111		1,799
Total	35,107		14,567
Less: accumulated depreciation	(5,050)		(2,604)
Property and equipment, net	$	30,057	$	11,963

Depreciation expense was $1.1 million and $9 thousand for the three months ended September 30, 2025 and 2024, respectively, and $2.4 million and $37 thousand for the nine months ended September 30, 2025 and 2024, respectively.

GOODWILL AND INTANGIBLE ASSETS, NET - Schedule of Intangible Assets, Net (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2025 USD ($)
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	$ 33,809
Accumulated Amortization	938
Net Carrying Value	$ 32,871
Developed technology
Finite-Lived Intangible Assets [Line Items]
Weighted-Average Remaining Useful Life (in years)	5 years 1 month 6 days
Gross Carrying Value	$ 33,419
Accumulated Amortization	927
Net Carrying Value	$ 32,492
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Weighted-Average Remaining Useful Life (in years)	24 years 6 months
Gross Carrying Value	$ 255
Accumulated Amortization	5
Net Carrying Value	$ 250
Trade names
Finite-Lived Intangible Assets [Line Items]
Weighted-Average Remaining Useful Life (in years)	9 years 6 months
Gross Carrying Value	$ 135
Accumulated Amortization	6
Net Carrying Value	$ 129

- 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

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, 2025	Sep. 30, 2025
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)					63,479
Convertible Notes Payable
Short-Term Debt [Line Items]
Interest rate		6.00%
Financing cost		$ 5,000,000
Net proceeds cost		4,800,000
Amortization of debt discount		$ 170,000		$ 0	$ 0
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
Conversion price (in dollars per share)	$ 2.42
Derivative liability at fair value		$ 1,500,000
Derivative liability	$ 1,700,000
Interest expense incurred				$ 0	$ 0
Chief Executive Officer
Short-Term Debt [Line Items]
Proceeds from issuance of debt			$ 70,000
Interest rate			7.67%

GOODWILL AND INTANGIBLE ASSETS, NET - Schedule of Goodwill (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2025 USD ($)
Goodwill [Roll Forward]
Balance as of December 31, 2024	$ 0
Acquisitions	11,839
Balance as of September 30, 2025	$ 11,839

- Definition

Amount, after accumulated impairment loss, of asset representing future economic benefit arising from other asset acquired in business combination or from joint venture formation or both, that is not individually identified and separately recognized.

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+ Details

MARKETABLE SECURITIES - Schedule of Cash Equivalents and Marketable Securities (Details) $ in Thousands	Sep. 30, 2025 USD ($)
Total
Cost or Amortized Cost	$ 187,803
Unrealized Gains	66
Unrealized Losses	(1)
Total	187,868
Money market funds
Cash equivalents
Cost or Amortized Cost	71,296
Unrealized Gains	0
Unrealized Losses	0
Estimated Fair Value	71,296
Certificates of deposit
Cash equivalents
Cost or Amortized Cost	10,000
Unrealized Gains	4
Unrealized Losses	0
Estimated Fair Value	10,004
Short-term marketable securities
Cost or Amortized Cost	20,000
Unrealized Gains	37
Unrealized Losses	0
Estimated Fair Value	20,037
Commercial paper
Short-term marketable securities
Cost or Amortized Cost	34,077
Unrealized Gains	13
Unrealized Losses	0
Estimated Fair Value	34,090
Corporate notes/bonds
Short-term marketable securities
Cost or Amortized Cost	32,536
Unrealized Gains	12
Unrealized Losses	0
Estimated Fair Value	32,548
U.S. Treasury securities
Cash equivalents
Cost or Amortized Cost	12,960
Unrealized Gains	0
Unrealized Losses	0
Estimated Fair Value	12,960
Short-term marketable securities
Cost or Amortized Cost	6,934
Unrealized Gains	0
Unrealized Losses	(1)
Estimated Fair Value	$ 6,933

STOCK-BASED COMPENSATION - Schedule of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2025	Sep. 30, 2024	Sep. 30, 2025	Sep. 30, 2024
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock based compensation expense	$ 6,642	$ 2,195	$ 14,919	$ 9,930
General and administrative
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock based compensation expense	3,712	386	7,597	820
Operations
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock based compensation expense	147	47	323	191
Research and development
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock based compensation expense	2,680	1,741	6,767	8,842
Sales and marketing
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock based compensation expense	$ 103	$ 21	$ 232	$ 77

- 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.

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+ Details

PROPERTY AND EQUIPMENT, NET - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2025	Sep. 30, 2024	Sep. 30, 2025	Sep. 30, 2024
Property, Plant and Equipment [Abstract]
Depreciation & amortization	$ 1,100	$ 9	$ 2,400	$ 37

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Sep. 30, 2025 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
Brain Read [Member]
Trading Arrangements, by Individual
Material Terms of Trading Arrangement	On September 24, 2025, Brian Read, our Chief Financial Officer, entered into a Rule 10b5-1 trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act with respect to the potential sale of up to 60,000 shares of the Company’s common stock. The arrangement has a termination date of the earlier of (i) September 23, 2026 or (ii) the date on which an aggregate of 60,000 shares of the Company’s common stock have been sold under the Rule 10b5-1 trading plan. In no event shall shares of the Company’s common stock be sold under the trading plan prior to December 24, 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	September 24, 2025
Expiration Date	September 23, 2026
Arrangement Duration	273 days
Aggregate Available	60,000
David Goldberg [Member]
Trading Arrangements, by Individual
Material Terms of Trading Arrangement	On September 29, 2025, David Goldberg, a member of our Board, entered into a Rule 10b5-1 trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act with respect to the potential sale of up to 20,000 shares of the Company’s common stock. The arrangement has a termination date of the earlier of (i) September 29, 2026 or (ii) the date on which an aggregate of 20,000 shares of the Company’s common stock have been sold under the Rule 10b5-1 trading plan. In no event shall shares of the Company’s common stock be sold under the trading plan prior to December 30, 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	David Goldberg
Title	member of our Board
Rule 10b5-1 Arrangement Adopted	true
Adoption Date	September 29, 2025
Expiration Date	September 29, 2026
Arrangement Duration	273 days
Aggregate Available	20,000

Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) - USD ($) $ in Thousands	Total	Conversion Of Convertible Note And Derivative	Common Stock	Common Stock Conversion Of Convertible Note And Derivative	Additional Paid-in Capital	Additional Paid-in Capital Conversion Of Convertible Note And Derivative	Subscription Receivable	Accumulated Deficit	Accumulated Other Comprehensive Income
Beginning balances (in shares) at Dec. 31, 2023			24,508,795
Beginning balances at Dec. 31, 2023	$ (4,033)		$ 2		$ 64,468		$ (170)	$ (68,334)	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of warrants/Conversion of convertible note and derivative liability into common stock (in shares)			125,000
Exercise of warrants/Conversion of convertible note and derivative liability into common stock	6				6
Interest on recourse loan	4						4
Stock-based compensation	4,255				4,255
Net loss	(9,038)							(9,038)
Ending balances (in shares) at Mar. 31, 2024			24,633,795
Ending balances at Mar. 31, 2024	(8,806)		$ 2		68,729		(166)	(77,372)	0
Beginning balances (in shares) at Dec. 31, 2023			24,508,795
Beginning balances at Dec. 31, 2023	(4,033)		$ 2		64,468		(170)	(68,334)	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(26,071)
Ending balances (in shares) at Sep. 30, 2024			42,844,956
Ending balances at Sep. 30, 2024	56,176		$ 4		150,578		0	(94,406)	0
Beginning balances (in shares) at Mar. 31, 2024			24,633,795
Beginning balances at Mar. 31, 2024	(8,806)		$ 2		68,729		(166)	(77,372)	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock, net of offering costs (in shares)			10,000,000
Issuance of common stock, net of offering costs	40,000		$ 1		39,999
Offering costs	(4,150)				(4,150)
Exercise of warrants/Conversion of convertible note and derivative liability into common stock (in shares)			18,341	2,104,562
Exercise of warrants/Conversion of convertible note and derivative liability into common stock		$ 6,803				$ 6,803
Exercise of options (in shares)			17,936
Exercise of options	9				9
Restricted Stock Awards Repurchased (in shares)			(245,060)
Interest and forgiveness on recourse loans	166						166
Stock-based compensation	3,480				3,480
Net loss	(9,038)							(9,038)
Ending balances (in shares) at Jun. 30, 2024			36,529,574
Ending balances at Jun. 30, 2024	28,464		$ 4		114,870		0	(86,410)	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of pre-funded 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	17,116				17,116
Vested restricted stock units (in shares)			66,768
Exercise of warrants/Conversion of convertible note and derivative liability into common stock (in shares)			3,182,765
Exercise of warrants/Conversion of convertible note and derivative liability into common stock	16,319				16,319
Exercise of options (in shares)			10,442
Exercise of options	78				78
Restricted Stock Awards Repurchased (in shares)			(148)
Stock-based compensation	2,195				2,195
Net loss	(7,996)							(7,996)
Ending balances (in shares) at Sep. 30, 2024			42,844,956
Ending balances at Sep. 30, 2024	56,176		$ 4		150,578		0	(94,406)	0
Beginning balances (in shares) at Dec. 31, 2024			51,288,566
Beginning balances at Dec. 31, 2024	131,681		$ 5		239,201		0	(107,525)	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock, net of offering costs (in shares)			4,210,525
Issuance of common stock, net of offering costs	75,847				75,847
Short-swing profit disgorgement	48				48
Vested restricted stock units (in shares)			121,660
Exercise of warrants/Conversion of convertible note and derivative liability into common stock (in shares)			1,164,644
Exercise of warrants/Conversion of convertible note and derivative liability into common stock	11,787				11,787
Exercise of options (in shares)			60,120
Exercise of options	138				138
Stock-based compensation	3,879				3,879
Net loss	(13,216)							(13,216)
Ending balances (in shares) at Mar. 31, 2025			56,845,515
Ending balances at Mar. 31, 2025	210,164		$ 6		330,900		0	(120,742)	0
Beginning balances (in shares) at Dec. 31, 2024			51,288,566
Beginning balances at Dec. 31, 2024	$ 131,681		$ 5		239,201		0	(107,525)	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of options (in shares)	198,032
Net loss	$ (67,088)
Ending balances (in shares) at Sep. 30, 2025			67,761,023
Ending balances at Sep. 30, 2025	283,858		$ 7		458,398		0	(174,612)	65
Beginning balances (in shares) at Mar. 31, 2025			56,845,515
Beginning balances at Mar. 31, 2025	210,164		$ 6		330,900		0	(120,742)	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock, net of offering costs (in shares)			1,125,706
Issuance of common stock, net of offering costs	13,521				13,521
Vested restricted stock units (in shares)			216,685
Exercise of warrants/Conversion of convertible note and derivative liability into common stock (in shares)			1,092,542
Exercise of warrants/Conversion of convertible note and derivative liability into common stock	(411)				(411)
Exercise of options (in shares)			52,884
Exercise of options	86				86
Stock-based compensation	4,398				4,398
Other comprehensive income (loss)	298								298
Net loss	(20,850)							(20,850)
Ending balances (in shares) at Jun. 30, 2025			59,333,332
Ending balances at Jun. 30, 2025	207,206		$ 6		348,494		0	(141,592)	298
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock, net of offering costs (in shares)			5,374,229
Issuance of common stock, net of offering costs	65,247		$ 1		65,246
Issued and outstanding related to deal consideration (in shares)			1,539,906
Vayu Acquisition	37,830				37,830
Vested restricted stock units (in shares)			1,421,532
Exercise of warrants/Conversion of convertible note and derivative liability into common stock (in shares)			17,187
Exercise of warrants/Conversion of convertible note and derivative liability into common stock	5				5
Exercise of options (in shares)			74,837
Exercise of options	181				181
Stock-based compensation	6,642				6,642
Other comprehensive income (loss)	(233)								(233)
Net loss	(33,020)							(33,020)
Ending balances (in shares) at Sep. 30, 2025			67,761,023
Ending balances at Sep. 30, 2025	$ 283,858		$ 7		$ 458,398		$ 0	$ (174,612)	$ 65

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2025 USD ($)	Sep. 30, 2024	Sep. 30, 2025 USD ($) segment	Sep. 30, 2024	Dec. 31, 2024 USD ($)
Concentration Risk [Line Items]
Number of operating segments \| segment			1
Number of reportable segments \| segment			1
Cash and cash equivalents and marketable securities	$ 210,400		$ 210,400
Cash and cash equivalents	116,839		116,839		$ 123,266
Short-term marketable securities	$ 93,608		$ 93,608		$ 0
Minimum \| Office equipment
Concentration Risk [Line Items]
Estimated useful life	2 years		2 years
Minimum \| Robot assets
Concentration Risk [Line Items]
Estimated useful life	2 years		2 years
Maximum \| Office equipment
Concentration Risk [Line Items]
Estimated useful life	4 years		4 years
Maximum \| Robot assets
Concentration Risk [Line Items]
Estimated useful life	4 years		4 years
Customer Concentration Risk \| Customer A \| Revenue Benchmark
Concentration Risk [Line Items]
Concentration percentage	43.00%	78.00%	34.00%	22.00%
Customer Concentration Risk \| Customer A \| Accounts Receivable
Concentration Risk [Line Items]
Concentration percentage					12.00%
Customer Concentration Risk \| Customer B \| Revenue Benchmark
Concentration Risk [Line Items]
Concentration percentage	27.00%		10.00%
Customer Concentration Risk \| Customer B \| Accounts Receivable
Concentration Risk [Line Items]
Concentration percentage			20.00%
Customer Concentration Risk \| Customer C \| Revenue Benchmark
Concentration Risk [Line Items]
Concentration percentage		17.00%	27.00%	72.00%
Customer Concentration Risk \| Customer C \| Accounts Receivable
Concentration Risk [Line Items]
Concentration percentage			55.00%
Customer Concentration Risk \| Customer D \| Accounts Receivable
Concentration Risk [Line Items]
Concentration percentage					86.00%

NATURE OF OPERATIONS, HISTORY, ORGANIZATION AND BUSINESS	9 Months Ended
	Sep. 30, 2025
Organization, Consolidation and Presentation of Financial Statements [Abstract]
NATURE OF OPERATIONS, HISTORY, ORGANIZATION AND BUSINESS	NATURE OF OPERATIONS, HISTORY, ORGANIZATION AND BUSINESS Serve Operating Co. (formerly known as Serve Robotics Inc.) (“Serve”) is a corporation formed on January 15, 2021 under the laws of the State of Delaware and a wholly-owned subsidiary of Serve Robotics Inc. (formerly known as Patricia Acquisition Corp.) (the “Company”). The Company is developing next-generation robots for last-mile delivery services. The Company is headquartered in Redwood City, California. On July 31, 2023, Serve Acquisition Corp., a corporation formed in the State of Delaware on July 10, 2023 (“Acquisition Sub”) and a wholly-owned subsidiary of Patricia Acquisition Corp., a Delaware corporation incorporated on November 9, 2020 (“Patricia”), merged with and into Serve. 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 changed its name to “Serve Operating Co.” As a result of the Merger, Patricia acquired the business of Serve and continued the existing business operations of Serve as a public reporting company under the name Serve Robotics Inc. In accordance with “reverse merger” or “reverse acquisition” accounting treatment, Serve was determined to be 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 Securities and Exchange Commission (the “SEC”) since the Merger unless otherwise noted. Public Offering and Uplisting to Nasdaq On April 17, 2024, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with an underwriter (the “Underwriter”) 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 9. Enactment of the One Big Beautiful Bill Act On July 4, 2025, the U.S. government enacted into law the One Big Beautiful Bill Act (“OBBBA”), which includes significant changes to federal tax law, including modifications to bonus depreciation, research and development expensing and international tax regimes. As the legislation was enacted after the end of the Company’s reporting period, the effects are not reflected in these unaudited condensed consolidated financial statements. While the Company continues to evaluate the impact of the legislation on its unaudited condensed consolidated financial statements, it does not currently expect the tax provisions of the OBBBA to have a material impact within its unaudited condensed consolidated statements of operations.

SEGMENT INFORMATION	9 Months Ended
SEGMENT INFORMATION	Sep. 30, 2025
Segment Reporting [Abstract]
SEGMENT INFORMATION	SEGMENT INFORMATION The Company has one operating and reportable segment. A description of how the Company derives revenues is included in Note 2. The Company’s Chief Executive Officer serves as the Company’s CODM, who reviews financial information on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. The CODM uses consolidated net loss as the sole measure of segment profit or loss to make key operating decisions such as the allocation of the budget and monitoring budget versus actual results. The CODM does not evaluate operating segments using asset information. Significant expenses within net loss include cost of revenue, general and administrative, operations, research and development, sales and marketing, which are each separately presented on the Company’s consolidated statements of operations. Stock-based compensation expense is also a significant expense within net loss. Refer to Note 10 for additional information about the Company’s stock-based compensation expense. Other segment items include interest income, interest expense, and provision for (benefit from) income taxes on the consolidated statements of operations.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

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+ Details

COMMITMENTS AND CONTINGENCIES - Schedule of Future Minimum Payments Under Operating Leases (Details) $ in Thousands	Sep. 30, 2025 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Remainder of 2025	$ 591
2026	1,692
2027	1,338
2028	473
2029	192
Thereafter	336
Total undiscounted future cash flows	4,622
Less: imputed interest	(475)
Total operating lease liabilities	$ 4,147

ACQUISITION

9 Months Ended

Sep. 30, 2025

Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]

ACQUISITION

Voysys AB Acquisition

On April 1, 2025, (the “Voysys Closing Date”), the Company acquired from Phantom Auto Inc., a Delaware corporation (“Phantom”) (i) all of the issued and outstanding equity of Voysys AB, a limited liability company duly incorporated and organized under the laws of Sweden (“Voysys”) and (ii) certain intellectual property, including registered patents, of Phantom, which was accounted for under the acquisition method of accounting. Voysys is a Swedish pioneer in ultra-low latency video streaming, connectivity, and teleoperation technology. The Company’s acquisition of Voysys enhances Serve’s technology stack to support its rapidly growing fleet of autonomous delivery robots.

The Company allocated the fair value of the purchase price consideration to the tangible assets, liabilities, and intangible assets acquired, based on estimated fair values. The excess purchase price over those fair values is recorded as goodwill. The Company’s valuation assumptions of acquired assets and assumed liabilities require significant estimates with respect to intangible assets. In determining the fair value of intangible assets acquired, the Company must make assumptions about the future performance of the acquired business, including among other things, the forecasted revenue growth attributable to the asset group and projected operating expenses. The acquired company’s intangible assets are comprised of customer relationships, trade names and developed technology. The estimated fair value of the customer relationships, trade names and developed technology are determined using the multi-period excess earnings method and relief from royalty method. Both methods require forward-looking estimates that are discounted to determine the fair value of the intangible asset using a risk-adjusted discount rate that is reflective of the level of risk associated with future estimates associated with the asset group that could be affected by future economic and market conditions. The estimated fair value of the developed technology is also dependent on the selection of the royalty rate used in the valuation method.

The total purchase consideration was approximately $5.75 million of cash consideration. The preliminary goodwill of $4.33 million arising from the acquisition is attributed to the expected synergies, including future cost savings, and other benefits expected to be generated. Substantially all of the goodwill recognized is not expected to be deductible for tax purposes.

The Company recorded an insignificant amount of acquisition related costs in the nine months ended September 30, 2025, representing professional fees and other direct acquisition costs. These costs are recorded within selling, general, and administrative expense in our unaudited condensed consolidated statements of operations.

Certain data necessary to complete the purchase price allocation remains preliminary. The Company expects to complete the purchase price allocation within 12 months of the Voysys Closing Date, at which time the purchase price allocation set forth herein may be revised. Any such revisions or changes may be material. The Company utilized widely accepted income-based, market-based, and cost-based valuation approaches to perform the preliminary purchase price allocation.

The Company’s preliminary allocation of the purchase price, based on the estimated fair value of the assets acquired and liabilities assumed as of the Voysys Closing Date, is as follows (in thousands):


	Preliminary: April 1, 2025
Cash consideration paid	$	5,170
Escrow amount	575
Purchase price	5,745

Assets acquired:
Cash and cash equivalents	111
Other current assets	73
Other assets	17
Intangible assets	1,370
Total identifiable assets acquired	1,571

Liabilities assumed:
Current liabilities	(153)
Total identifiable liabilities assumed	(153)

Fair value of identifiable assets, net of identifiable liabilities assumed	$	1,418
Goodwill	$	4,327

The following table summarizes the preliminary fair values of the identified intangible assets acquired (in thousands):


Intangible Assets	Useful life (in years)	Preliminary fair value at acquisition
Developed technology	15	$	980
Customer relationships	25	255
Trade names	10	135
	16	$	1,370

Vayu Acquisition

On August 14, 2025, the Company entered into an Agreement and Plan of Merger by and among the Company, Valencia Merger Sub I Inc., a Delaware corporation and the Company’s direct wholly-owned subsidiary (“Merger Sub I”), Valencia Merger Sub II LLC, a Delaware limited liability company and the Company’s direct wholly-owned subsidiary (“Merger Sub II”), Vayu Robotics, Inc., a Delaware corporation (“Vayu”) and certain of Vayu’s securityholders (the “Vayu Merger Agreement”).

Pursuant to the Vayu Merger Agreement, on August 15, 2025 (the “Vayu Closing Date”), (i) Merger Sub I merged with and into Vayu, with Vayu surviving as a direct wholly-owned subsidiary of the Company and (ii) Vayu subsequently merged with and into Merger Sub II, with Merger Sub II surviving the merger. In connection with the closing of the transactions contemplated by the Vayu Merger Agreement, the Company acquired all of the issued and outstanding equity of Vayu, which was accounted for under the acquisition method of accounting. Vayu is a pioneer in urban robot navigation using large-scale AI models, and the Company’s acquisition of Vayu supports the adoption of advanced AI-driven autonomy by integrating Vayu’s foundation model technology and simulation capabilities.

The total fair value of consideration paid in connection with the acquisition of Vayu consisted of the following (in thousands):


	Shares	Per Share		Total Consideration
Cash paid for outstanding shares of Vayu common and preferred stock, as adjusted for working capital				$	2,278
Company common shares issued to Vayu common and preferred stockholders	1,539,906	$	9.71	14,952
Company warrants issued to Vayu SAFE holder, Khosla Ventures	4,000,000	$	5.41	21,640
Replacement equity awards attributable to pre-combination service				734
				$39,604

The Company allocated the fair value of the purchase price consideration to the tangible assets acquired and liabilities assumed, based on estimated fair values. The excess purchase price over those fair values is recorded as goodwill. The Company’s valuation assumptions of acquired assets and assumed liabilities require significant estimates with respect to intangible assets. The acquired company’s intangible assets are comprised of developed technology. The estimated fair value of the developed technology was determined using the cost method, which estimates the value of an asset based on the current cost to replace or reproduce it, adjusted for physical deterioration, functional obsolescence, and economic factors. This method reflects the amount a market participant would need to invest to create an asset of comparable utility, considering current technology and development costs.

The total purchase consideration was approximately $39.60 million of cash, common stock, warrant, and replacement equity awards. The preliminary goodwill of $7.51 million arising from the acquisition is attributed to the expected synergies, including innovation synergies, and other benefits expected to be generated. Substantially all of the goodwill recognized is not expected to be deductible for tax purposes. The estimated fair value of the warrants was determined using the black-scholes model. The estimated fair value of the replacement equity awards attributable to pre-combination service was determined using the binomial lattice model.

In connection with Vayu Merger Agreement, the Company granted performance-based RSUs (“PRSUs”). 880,001 PRSUs were granted to certain employees and 560,000 PRSUs were granted to certain shareholders. All PRSUs will vest or commence vesting upon achievement of a specified operational target (the “Milestone”) by December 31, 2026 (the “Milestone Date”). In addition, the PRSUs may be subject to a continuous service condition.

The Company recorded $1.28 million of acquisition related costs in the nine months ended September 30, 2025, representing professional fees and other direct acquisition costs. These costs are recorded within selling, general, and administrative expense in our unaudited condensed consolidated statements of operations.

Certain data necessary to complete the purchase price allocation remains preliminary. The Company expects to complete the purchase price allocation within 12 months of the Vayu Closing Date, at which time the purchase price allocation set forth herein may be revised. Any such revisions or changes may be material. The Company utilized widely accepted income-based, market-based, and cost-based valuation approaches to perform the preliminary purchase price allocation.

The Company’s preliminary allocation of the purchase price, based on the estimated fair value of the assets acquired and liabilities assumed as of the Vayu Closing Date, is as follows (in thousands):


	Preliminary: August 15, 2025
Total purchase price consideration	39,604

Assets acquired:
Cash and cash equivalents	6
Other current assets	57
Intangible assets	32,439
Total identifiable assets acquired	32,502

Liabilities assumed:
Accounts payable	(366)
Other current liabilities	(44)
Total identifiable liabilities assumed	(410)

Fair value of identifiable assets, net of identifiable liabilities assumed	$	32,092
Goodwill	$	7,512

The following table summarizes the preliminary fair values of the identified intangible assets acquired (in thousands):


Intangible Assets	Useful life (in years)	Preliminary fair value at acquisition
Developed technology	5	$	32,439

- Definition

The entire disclosure for business combination.

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+ Details

ACQUISITION - Narrative (Details) - USD ($) $ in Thousands			9 Months Ended
ACQUISITION - Narrative (Details) - USD ($) $ in Thousands	Aug. 15, 2025	Apr. 01, 2025	Sep. 30, 2025	Dec. 31, 2024
Business Combination [Line Items]
Goodwill			$ 11,839	$ 0
Performance-Based Restricted Stock Units
Business Combination [Line Items]
Granted (in shares)			1,440,001
Voysys AB
Business Combination [Line Items]
Total purchase consideration		$ 5,745
Goodwill		$ 4,327
Vayu Robotics, Inc.
Business Combination [Line Items]
Total purchase consideration	$ 39,604
Goodwill	7,512
Acquisition related costs	$ 1,280
Vayu Robotics, Inc. \| Performance-Based Restricted Stock Units \| Share-Based Payment Arrangement, Certain Employees, One
Business Combination [Line Items]
Granted (in shares)	880,001
Vayu Robotics, Inc. \| Performance-Based Restricted Stock Units \| Share-Based Payment Arrangement, Certain Employees, Two
Business Combination [Line Items]
Granted (in shares)	560,000

Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2025	Sep. 30, 2024	Sep. 30, 2025	Sep. 30, 2024
Income Statement [Abstract]
Revenues	$ 687	$ 222	$ 1,769	$ 1,637
Cost of revenues	5,066	378	10,476	1,056
Gross profit (loss)	(4,379)	(156)	(8,707)	581
Operating expenses:
General and administrative	13,153	1,980	25,981	4,861
Operations	2,987	917	6,780	2,330
Research and development	13,414	5,008	29,414	17,434
Sales and marketing	883	384	1,585	668
Total operating expenses	30,437	8,289	63,760	25,293
Loss from operations	(34,816)	(8,445)	(72,467)	(24,712)
Other income (expense):
Interest income	1,707	483	5,293	789
Interest expense	0	(34)	(3)	(1,926)
Realized gain on foreign currency translation	4	0	4	0
Realized gain on investments	85	0	85	0
Change in fair value of derivative liability	0	0	0	(222)
Total other income (expense)	1,796	449	5,379	(1,359)
Provision for income taxes	0	0	0	0
Net loss	(33,020)	(7,996)	(67,088)	(26,071)
Other comprehensive income (loss):
Unrealized loss on foreign currency translation	(343)	0	0	0
Unrealized gain on investments	110	0	65	0
Comprehensive income (loss)	$ (33,253)	$ (7,996)	$ (67,023)	$ (26,071)
Weighted average number of shares outstanding - basic (in shares)	61,343,218	40,586,781	58,472,679	33,267,589
Weighted average common shares outstanding - diluted (in shares)	61,343,218	40,586,781	58,472,679	33,267,589
Net loss per common share - basic (in dollars per share)	$ (0.54)	$ (0.20)	$ (1.15)	$ (0.78)
Net loss per common share - diluted (in dollars per share)	$ (0.54)	$ (0.20)	$ (1.15)	$ (0.78)

ACQUISITION (Tables)

9 Months Ended

Sep. 30, 2025

Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]

Preliminary Allocation of Business Combination Purchase Price and Recognized Asset Acquired and Liability Assumed


	Preliminary: April 1, 2025
Cash consideration paid	$	5,170
Escrow amount	575
Purchase price	5,745

Assets acquired:
Cash and cash equivalents	111
Other current assets	73
Other assets	17
Intangible assets	1,370
Total identifiable assets acquired	1,571

Liabilities assumed:
Current liabilities	(153)
Total identifiable liabilities assumed	(153)

Fair value of identifiable assets, net of identifiable liabilities assumed	$	1,418
Goodwill	$	4,327

The total fair value of consideration paid in connection with the acquisition of Vayu consisted of the following (in thousands):


	Shares	Per Share		Total Consideration
Cash paid for outstanding shares of Vayu common and preferred stock, as adjusted for working capital				$	2,278
Company common shares issued to Vayu common and preferred stockholders	1,539,906	$	9.71	14,952
Company warrants issued to Vayu SAFE holder, Khosla Ventures	4,000,000	$	5.41	21,640
Replacement equity awards attributable to pre-combination service				734
				$39,604


	Preliminary: August 15, 2025
Total purchase price consideration	39,604

Assets acquired:
Cash and cash equivalents	6
Other current assets	57
Intangible assets	32,439
Total identifiable assets acquired	32,502

Liabilities assumed:
Accounts payable	(366)
Other current liabilities	(44)
Total identifiable liabilities assumed	(410)

Fair value of identifiable assets, net of identifiable liabilities assumed	$	32,092
Goodwill	$	7,512

Preliminary Allocation of Business Combination Purchase Price and Recognized Asset Acquired and Liability Assumed


	Preliminary: April 1, 2025
Cash consideration paid	$	5,170
Escrow amount	575
Purchase price	5,745

Assets acquired:
Cash and cash equivalents	111
Other current assets	73
Other assets	17
Intangible assets	1,370
Total identifiable assets acquired	1,571

Liabilities assumed:
Current liabilities	(153)
Total identifiable liabilities assumed	(153)

Fair value of identifiable assets, net of identifiable liabilities assumed	$	1,418
Goodwill	$	4,327


	Preliminary: August 15, 2025
Total purchase price consideration	39,604

Assets acquired:
Cash and cash equivalents	6
Other current assets	57
Intangible assets	32,439
Total identifiable assets acquired	32,502

Liabilities assumed:
Accounts payable	(366)
Other current liabilities	(44)
Total identifiable liabilities assumed	(410)

Fair value of identifiable assets, net of identifiable liabilities assumed	$	32,092
Goodwill	$	7,512

Preliminary Fair Values of the Identified Intangible Assets Acquired

The following table summarizes the preliminary fair values of the identified intangible assets acquired (in thousands):


Intangible Assets	Useful life (in years)	Preliminary fair value at acquisition
Developed technology	15	$	980
Customer relationships	25	255
Trade names	10	135
	16	$	1,370

The following table summarizes the preliminary fair values of the identified intangible assets acquired (in thousands):


Intangible Assets	Useful life (in years)	Preliminary fair value at acquisition
Developed technology	5	$	32,439

- Definition

Tabular disclosure of business combination. Includes, but is not limited to, recognized asset and liability.

+ References + Details

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2025	Nov. 10, 2025
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2025
Document Transition Report	false
Entity File Number	001-42023
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		74,483,482
Central Index Key	0001832483
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2025

MARKETABLE SECURITIES

9 Months Ended

Sep. 30, 2025

Investments, Debt and Equity Securities [Abstract]

MARKETABLE SECURITIES

The following tables summarize the cost or amortized cost, gross unrealized gain, gross unrealized loss, and fair value of the Company’s cash equivalents and marketable securities (in thousands):


	September 30, 2025
	Cost or Amortized Cost		Unrealized				Estimated Fair Value
			Gains		Losses
Cash equivalents
Money market funds	$	71,296	$	—	$	—	$	71,296
Certificates of deposit	10,000		4		—		10,004
U.S. Treasury securities	12,960		—		—		12,960
Short-term marketable securities
Certificates of deposit	20,000		37		—		20,037
Commercial paper	34,077		13		—		34,090
Corporate notes/bonds	32,536		12		—		32,548
U.S. Treasury securities	6,934		—		(1)		6,933
Total	$	187,803	$	66	$	(1)	$	187,868

For marketable securities with unrealized loss positions, the Company does not intend to sell these securities, and it is more likely than not that the Company will hold these securities until maturity or a recovery of the cost basis. No allowance for credit losses was recorded for these securities as of September 30, 2025.

PROPERTY AND EQUIPMENT, NET (Tables)

9 Months Ended

Sep. 30, 2025

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment, net

The following is a summary of property and equipment, net (in thousands):


	September 30, 2025		December 31, 2024
Office equipment	$	375	$	332
Leasehold improvement	66		—
Robot assets	26,764		4,610
Construction-in-progress	5,791		7,826
Tooling	2,111		1,799
Total	35,107		14,567
Less: accumulated depreciation	(5,050)		(2,604)
Property and equipment, net	$	30,057	$	11,963

NOTE PAYABLE	9 Months Ended
NOTE PAYABLE	Sep. 30, 2025
Debt Disclosure [Abstract]
NOTE PAYABLE	NOTE PAYABLE 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 thousand in proceeds. The note bore interest at 7.67% per annum. The note was fully repaid on January 3, 2024. January 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 $5.0 million, for which the Company received $4.8 million in net proceeds (the “January Notes”). As a result, the Company incurred fees of $170 thousand 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 could 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 the Company’s common stock at the lesser of the price paid per share multiplied by 75% or the quotient resulting from dividing $80.0 million by the outstanding shares of the Company’s 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 the Company’s 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 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 $1.5 million, which was 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 $1.7 million, which was reclassified to additional paid-in capital in connection with the conversion of the underlying the January Notes. During the three and nine months ended September 30, 2025, the Company incurred no interest expense or aggregate debt discount pertaining to the January Notes, all of which were converted into shares of the Company’s 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 the Company’s common stock. Accordingly, the related derivative liability was recorded into additional paid-in capital. In connection with the issuance of the January Notes, the Company granted to the placement agent warrants (the “Convertible Promissory Notes Offering Warrants”) to purchase shares of the Company’s common stock equal to 10% of the number of shares of the Company’s common stock into which the January Notes sold to investors introduced by the placement agent were initially convertible. The Convertible Promissory Notes Offering Warrants are exercisable at the same price as the Conversion Price. Upon the closing of the Offering, the Company issued the Convertible Promissory Notes Offering Warrants to purchase up to 63,479 shares of the Company’s common stock at an exercise price of $2.42 per share. The Convertible Promissory Notes Offering Warrants expire on April 17, 2029 and include customary anti-dilution provisions. As of September 30, 2025, 63,479 of 63,479 warrants have been exercised into shares of the Company’s 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

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+ Details