SecProbe.io

Mail Stop 3720

November 28, 2016

William Santana Li
Chief Executive Officer
Knightscope, Inc.
1070 Terra Bella Avenue
Mountain View, CA 94043

Re: Knightscope, Inc.
Offering Statement  on Form 1-A
Filed  November 7, 2016
  File No. 024-10633

Dear Mr. Li :

 We have reviewed your offering statement and have the following comments.  In some of
our comments, we may ask you to provide us with information so we may better understand  your
disclosure.

Please respond to this letter by amending your offering statement and providing the
requested information.   If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please te ll us why in your
response.  After reviewing any amendment to your offering statement and the information you
provide in response to these comments, we may have additional comments.

Part II and III - Preliminary Offering Circular

1. The final price of the o ffering may be provided in a supplement after qualification;
however, a range or estimated price to the public must be included in the preliminary
circular.  See Section 253 of Regulation A.  Please revise accordingly.

Use of Proceeds, page 11

2. You indica te that your offering will be conducted on a “best -efforts” basis.  Please revise
your disclosures throughout to discuss how the amount and use of proceeds will be
affected if you only sell 25%, 50% and 75% of the shares being offered (in addition to the
information you have provided for a 100% sale).

William Santana Li
Knightscope,  Inc.
November 28, 2016
Page 2

 We will consider qualifying your offering statement at your request .  If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has n o objections to the compensation arrangements prior to
qualification.

 We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact Inessa Kessman, Staff Accountant , at (202) 551 -3371  or Terry French,
Accounting Branch Chief , at (202) 551 -3828  if you have questions regarding comments on the
financial statements and related matters.  Please contact Courtney Lindsay, Staff Attorney , at
(202) 551 -7237  or me at (202) 551 -3815  with any other questions.

Sincerely,

/s/ Larry Spirgel

Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

Cc: Jeanne Campanelli
 KHLK LLP