Serve Robotics Inc. /DE/

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical facts contained in this Annual Report on Form 10-K, including statements regarding our future results of operations or financial condition, business strategy and plans, and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “could,” “would,” “expect,” “intend,” “seek,” “plan,” “anticipate,” “believe,” “estimate,” “project,” “predict,” “potential,” “might,” “forecast,” “continue,” or the negative of those terms, and similar expressions and comparable terminology intended to reference future periods. Forward-looking statements include, but are not limited to, statements about:

•our status as an early-stage company with minimal revenue, a history of losses, and a limited operating history, which may make it difficult to evaluate the future of our business and prospects;

•our ability to execute our business strategy to expand our addressable market and effectively manage our growth;

•our use of artificial intelligence (“AI”) and machine learning technologies, which introduces new risks and uncertainties related to accuracy, bias, intellectual property, and regulatory scrutiny;

•a significant portion of our revenue being concentrated with a small number of customers;

•our ability to commercialize our products at a large scale efficiently and effectively;

•our substantial reliance on relationships with suppliers and service providers for the parts and components in our robots, as well as for the manufacture of our robots;

•our ability to attract and retain highly qualified personnel, including engineers, robotics experts, and machine learning specialists;

•the requirement for significant capital to fund our operations and growth, and the risk that financing may not be available when needed or on acceptable terms;

•our robots' reliance on sophisticated software technology that incorporates third-party components and networks to operate;

•potential defects, glitches, or malfunctions in our products that could compromise performance, lead to injury or property damage, and result in product recalls or product liability claims;

•safety incidents arising from human supervision, connectivity issues, third-party software, or automation that could cause injury, trigger recalls, or result in uninsured product liability and warranty claims;

•accessibility concerns or failure to comply with disability access laws may result in claims, operational restrictions, or reputational harm;

•the inability of our supply chain to deliver certain key electrical components, such as semiconductors;

•unfavorable changes in interest rates, foreign currency exchange rates, and inflationary pressures that may increase our operating costs;

•our dependence on discretionary spending patterns in the areas in which we operate and in the economy at large;

•competition in an industry subject to rapid technological change, where competitors may have or attain more resources and greater market recognition than we do;

•important assumptions about the market demand, pricing, adoption rates, and sales cycle for our current and future products and services being inaccurate;

•our ability to protect, maintain, and enforce our intellectual property rights;

•potential claims of infringement of third-party intellectual property rights;

•the unproven nature of our video and LiDAR licensing model and our ability to generate recurring revenue at expected levels;

•security breaches and other disruptions that could compromise our proprietary information and expose us to liability;

•cybersecurity risks to our operational systems, security systems, infrastructure, integrated software in our products, and data processed by us or third-party vendors;

•evolving laws, regulations, standards, policies, and contractual obligations related to privacy and data security, including the California Consumer Privacy Act (“CCPA”), the Illinois Biometric Information Privacy Act (“BIPA”), the General Data Protection Regulation (“GDPR”), and the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”);

•our internal use of AI, generative AI, and machine learning tools that may expose us to heightened cybersecurity risks;

•tariffs imposed by the United States and other countries, as well as changing trade relations, regional and international conflicts, and political conditions;

•the use of emerging technologies like AI, machine learning, and generative AI requiring us to navigate an uncertain legal and regulatory landscape;

•evolving privacy, data protection, and AI regulation that may restrict our ability to collect, process, and license video and LiDAR datasets;

•the evolving regulations around personal delivery devices, which could materially impact our business and growth prospects in new markets;

•compliance with complex laws and regulations in multiple jurisdictions, including product safety, data privacy, healthcare, and environmental regulations;

•the market price and trading volume of our common stock may be volatile and could decline significantly;

•our obligation to develop and maintain proper and effective internal control over financial reporting, and the presence of material weaknesses that increase the risk of material misstatement of our consolidated financial statements; and

•other risks and uncertainties, including those listed under Part I, Item 1A. “Risk Factors”.

Actual events or results may differ from those expressed in forward-looking statements. As such, you should not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Annual Report on Form 10-K primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, operating results, prospects, strategy, and financial needs. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, assumptions, and other factors described under Part I, Item 1A. “Risk Factors” and elsewhere in this Annual Report on Form 10-K. Moreover, we operate in a highly competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Annual Report on Form 10-K. The results, events and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this Annual Report on Form 10-K. While we believe that such information provides a reasonable basis for these statements, such information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.

The forward-looking statements made in this Annual Report on Form 10-K speak only as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Annual Report on Form 10-K to reflect events or circumstances after the date of this Annual Report on Form 10-K or to reflect new information, actual results, revised expectations, or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements.

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