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United States securities and exchange commission logo
October 11, 2023
Ali Kashani
Chief Executive Officer
Serve Robotics Inc.
730 Broadway
Redwood City, CA 94063
Re:Serve Robotics Inc.
Registration Statement on Form S-1
Filed September 15, 2023
File No. 333-274547
Dear Ali Kashani:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Form S-1 Filed on September 15, 2023
General
1.We note that you refer to your prior private placement as the “Offering,” for example on
the prospectus cover and page 40. Please revise this definition to avoid confusion with the
current resale offering and revise disclosure on page 57 that refers to subsequent closings
of the private placement, or advise. In addition, revise references throughout your
registration statement to "this merger" and to other information that appears unrelated to
the current offering, such as projected financial information and forecasts. Update
information throughout as of the most recent practicable date, such as your disclosure
regarding required deposits at Silicon Valley Bank, recent developments on page 57, and
market and beneficial ownership information.
2.Revise your registration statement to furnish the information required by Item 506 of
Regulation S-K related to dilution under a separate heading or tell us why you believe you
are not required to do so.

 FirstName LastNameAli Kashani
 Comapany NameServe Robotics Inc.
 October 11, 2023 Page 2
 FirstName LastNameAli Kashani
Serve Robotics Inc.
October 11, 2023
Page 2
3.We note that there has been a change in your independent registered public accounting
firm. As applicable, revise your registration statement to furnish the information required
by Item 304 of Regulation S-K or tell us why you believe you are not required to do so.
Prospectus Summary, page 1
4.Please conform or otherwise revise your disclosure to clarify whether all, or which
portion, of the shares issued in the share conversion are being offered for resale. In this
regard, we note the prospectus cover refers to 12,391,823 shares (which excludes
restricted stock held by the employees), page 3 describes the issuance of up to 20,948,917
shares and defines "Share Conversion" to include options and warrants, and page 40 refers
to shares "issued as a result of the Share Conversion." Please also revise the final two
bullet points on page 10 to clarify whether the referenced shares are being registered and
offered pursuant to this registration statement. We further note a reference to “contractual
restrictions on transfer” on page 3 and the description of lock-up agreements on page
112. Please revise to clarify how these relate to the shares being offered for resale. File the
registration rights agreement and lock-up agreements as exhibits to your registration
statement.
5.We note disclosure on pages 1 and 2 that refers to your sidewalk robots as “zero-
emissions” and indicates you anticipate opportunities for reducing greenhouse gas
emissions. Please balance by more fully describing the emissions related to your sidewalk
robots, for instance in connection with their charging and transportation to or from
delivery locations. Additionally revise the environmental impacts section on page 54 to
describe the assumptions upon which your emissions reductions claims are based. Please
also balance disclosure on page 2 that your robots “can improve road safety and make
cities friendlier for pedestrians” by describing relevant safety concerns, including
information as to your security and safety track record.
Risk Factors, page 9
6.Please revise your risk factor disclosure throughout so that risks you have actually
encountered are not presented as purely hypothetical. For example, your risk factor "Our
future revenue plans rely on partnering with third party delivery platforms, brand sponsors
and/or direct sales to merchants" indicates that you "may" be unable to maximize robot
utilization or realize branding placement revenues, but does not discuss and provide
specific details regarding your actual experience. Similar shortcomings are noted in other
risk factors including, without limitation, "Failure of our service providers or disruptions
to our outsourcing relationships might negatively impact our ability to conduct our
business" and "Our robots operate in public spaces and any errors caused by human
supervisors, network connectivity issues, third-party software, or automation may
adversely affect our commercial relationships."
7.Please discuss whether supply chain disruptions materially affect your outlook or business
goals. Address, without limitation, the "industry-wide shortages" referenced on page 49

 FirstName LastNameAli Kashani
 Comapany NameServe Robotics Inc.
 October 11, 2023 Page 3
 FirstName LastNameAli Kashani
Serve Robotics Inc.
October 11, 2023
Page 3
and "global supply shortage of electrical components, including semiconductor chips and
other hardware components essential to the manufacturing and maintenance of our robots"
referenced on page 59. Clearly describe whether supply shortages or disruptions have
materially impacted your results of operations or capital resources and quantify, to the
extent possible, how your sales, profits, and/or liquidity have been impacted.
8.We note your disclosure on page 13 stating that "[u]nfavorable changes in interest rates,
pricing of certain precious metals, utility rates, and foreign currency exchange rates may
adversely affect [y]our financial condition, liquidity, and results of operations." Please
expand your discussion of interest rates and changes in pricing of certain precious metals
to specifically identify their impact on your operations and how your business has been
affected. For example, describe whether changes in pricing of certain metals used in
manufacturing and maintenance of your delivery robots has recently increased or is
expected to increase and whether this affects your expansion goals.
9.We note your disclosure on page 16 stating that you "are substantially reliant on [y]our
relationships with suppliers and service providers for the parts and components in [y]our
robots, as well as for the manufacture of [y]our robots." Please describe the material terms
of your arrangements with suppliers and service providers, and file any material contract
as an exhibit to your registration statement pursuant to Item 601(b)(10) of Regulation S-K.
In this regard, we note your disclosure on page 49 regarding single or limited source
components, and your key suppliers NVIDIA and Ouster, Inc.
10.We note your disclosure on page 22 stating that economic downturns, including inflation,
could materially adversely affect your results of operation. Please update this risk factor if
recent inflationary pressures have materially impacted your operations. In this regard,
identify the types of inflationary pressures you are facing and how your business has been
affected. In addition, please update your disclosure to identify actions planned or taken, if
any, to mitigate inflationary pressures.
We face risks related to natural disasters, health epidemics and other outbreaks, which could
significantly disrupt our operations, page 24
11.Please tailor your disclosure to describe the specific risks applicable to your operations
and products. Clarify, for example, whether your robots are dependent upon internet
and/or broadband connectivity to function, and how disruption thereof would affect their
operations. Discuss the need to charge robot batteries and the effect that power outages
would have. Describe and assess other risks that might adversely affect your operations
and results, such as theft or disablement of robots.
We, any manufacturing partners, and suppliers may rely on complex machinery, page 24
12.Please revise your disclosure which appears to refer to your manufacturing facilities, for
consistency with disclosure elsewhere that indicates you use third-party manufacturers, for
example on pages 16 and 25. Additionally ensure consistency with the discussion of
assembly and manufacturing in your business section, for example on page 49.

 FirstName LastNameAli Kashani
 Comapany NameServe Robotics Inc.
 October 11, 2023 Page 4
 FirstName LastNameAli Kashani
Serve Robotics Inc.
October 11, 2023
Page 4
Description of Our Business, page 42
13.Please revise your disclosure to include a specific, clear description of your current
operations, status of product and service development, and markets and deployment
methods. Distinguish clearly your aspirations from your accomplishments.  Address,
without limitation, each of the following items:

•Identify the current stage of development of your delivery robots and describe your
expected timeline for further development.
•Clearly describe the current automation level of your robots and plans to increase
automation.
•Revise your disclosure that "we plan to expand our fleet by building and deploying
hundreds of new robots in coming years after raising additional rounds of financing,"
by identifying the number of new robots and target year(s) for production and
deployment.
•Clearly disclose your current and anticipated production capacity, including your
expected timeline for ramping up, and distinguish between in-house and third-party
production.
•Clearly describe the steps involved in the research, design, development,
manufacturing, commercialization, and deployment of your delivery robots,
identifying material obstacles to overcome, such as safety testing and regulatory
approvals.
•Indicate which steps are expected to be completed with existing funds, and which
will require additional funding, consistent with your liquidity disclosure elsewhere,
including on page 20.
•Describe the current status of the Uber pilot program and the commercial-scale
agreement to deploy 2,000 robots across the United States referenced on page 51.
•Clarify your business plans with respect to overseas operations or international
markets. In this regard, we note the risk factor references on pages 26 and 29.
14.Please revise your disclosure to describe your customers and the nature of your
contractual arrangements, clearly distinguishing between existing and prospective
customers and arrangements. In this regard, we note references on pages 23 and 25 to
purchases/sales or subscriptions, disclosure on page 22 that, "Although we have engaged
in ongoing dialogue with potential customers, we have no binding commitments to
purchase products and services," and the description of "Partnerships" on page 51. Clarify
which party owns the delivery robots, is responsible for maintenance and repairs, bears the
risk of loss or damage, and has branding or other applicable rights pursuant to your
various contractual arrangements. Describe any warranties and/or indemnifications you
provide in relation to your robots and their operations. Clarify which of the unit costs
described on page 52 are incurred by you or by your customers. Describe the outcome of
your pilot programs and whether these are expected to lead to commercial contracts. Fully
describe the material terms of your agreements with Uber and Seven-11, including what
platform-level integration entails and how revenue is generated.

 FirstName LastNameAli Kashani
 Comapany NameServe Robotics Inc.
 October 11, 2023 Page 5
 FirstName LastNameAli Kashani
Serve Robotics Inc.
October 11, 2023
Page 5
Impact of Robot Delivery, page 44
15.Please balance your disclosure in this section by describing applicable limitations on robot
operations, such as utilization rates, round-trip delivery times, potential safety risks, and
useful lifespan. More fully describe the extent of human involvement with respect to your
existing fleet, including by clarifying the role of human operators and/or supervisors with
respect to the operation of robots or specific use-scenarios. Describe robot storage,
charging requirements, transportation to/from or between deployment locations, and other
relevant logistics considerations.
Competition, page 52
16.We note your disclosure that, "Similar to Serve, Coco focuses on urban delivery but does
not have a marketplace integration with a major third-party delivery platform,
significantly constraining its ability to scale." Please revise to more fully discuss this
difference between Serve and Coco, including whether and how marketplace
integration affects the availability of and fees charged for your respective delivery
services. If delivery fees are standardized (i.e., as between merchants and delivery
platforms, or as between the fees charged for human or robot delivery by a given delivery
platform), then revise disclosure on page 54 that indicates robots reduce delivery costs
accordingly, or advise.
Government Regulations, page 54
17.Please revise your disclosure to discuss the government regulations to which your
business operations are subject. Refer to Items 101(h)(4)(viii), (ix), and (xi) of Regulation
S-K for guidance. In this regard, we note references on pages 16 and 17 to "requisite
permits" from municipalities, Federal Communications Commission regulations,
and Department of Transportation requirements. Please also clarify whether you are
subject to food safety and handling requirements.
Intellectual Property, page 54
18.We note your disclosure stating that you "have applied for 18 patents in China, the United
States, Canada, and through the Patent Cooperation Treaty." Please expand this disclosure
to state how many patents you have applied for in each country including how many have
been granted in each country.
Certain Relationships and Related Party Transactions
Secured Subordinated Promissory Note with Ali Kashani, page 87
19.With regard to the amount involved in this transaction, during the period for which
disclosure is provided, please revise this section to provide disclosure of the largest
aggregate amount of principal outstanding, the amount of principal paid, and the amount
of interest and fees paid. See Item 404(a)(5) of Regulation S-K.

 FirstName LastNameAli Kashani
 Comapany NameServe Robotics Inc.
 October 11, 2023 Page 6
 FirstName LastNameAli Kashani
Serve Robotics Inc.
October 11, 2023
Page 6
Determination of Offering Price, page 93
20.Please revise this section to include disclosure that describe the various factors considered
in determining the initial offering price. See Item 505(a) of Regulation S-K.
Plan of Distribution, page 104
21.Please revise this section to identify the fixed price at which shares may be offered for
resale and to clearly state that the shares may not be offered at-the-market until they are
quoted on the OTCQB, consistent with disclosure elsewhere.
Unaudited Pro Forma Combined Financial Information, page F-43
22.We note that you still include references to the legacy pro forma guidance regarding
adjusting for events that are directly attributable to the transaction, factually supportable,
and expected to have a continuing impact. Please revise your pro forma financial
statements to fully comply with Article 11 of Regulation S-X as amended and to remove
any references to the legacy pro forma guidance. In doing so, confirm that your pro forma
financial statements include all necessary transaction accounting adjustments, including
those that are not expected to have a continuing impact.
Unaudited Pro Forma Combined Balance Sheets , page F-44
23.Please revise your pro forma combined balance sheet to show the number of preferred
stock and common stock authorized, issued and o