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November 9, 2023
Ali Kashani
Chief Executive Officer
Serve Robotics Inc.
730 Broadway
Redwood City, CA 94063
Re:Serve Robotics Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed November 1, 2023
File No. 333-274547
Dear Ali Kashani:
            We have reviewed your amended registration statement and have the following
comment(s).
            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. Unless we note otherwise,
any references to prior comments are to comments in our October 11, 2023 letter.
Amendment No. 1 to Form S-1 filed November 1, 2023
Recent Developments
Private Placement , page 4
1.You disclosed that you sold 4,121,632 shares of our common stock pursuant to a private
placement offering, at a purchase price of $4.00 per share in multiple closings through
October 26, 2023. However, we note that 937,961 of these shares were issued to convert
the outstanding principal of your Bridge Notes and not issued for cash.  Please revise your
disclosure here and on pages 38 and 55, to clarify that only 3,183,671 shares were sold at
a purchase price of $4.00 per share as disclosed on page II-2.

 FirstName LastNameAli Kashani
 Comapany NameServe Robotics Inc.
 November 9, 2023 Page 2
 FirstName LastName
Ali Kashani
Serve Robotics Inc.
November 9, 2023
Page 2
Description of Our Business, page 40
2.We note your response to prior comment 14 and reissue in part. Describe any warranties
and/or indemnifications you provide in relation to your robots and their operations. Fully
describe the material terms of your agreements with Uber and Seven-11.
3.We note disclosure on page 41 and elsewhere that indicates you “currently do not expect
to be able to build and deploy robots in 2024 based on our existing capital,” yet disclosure
on page 47 refers to your roadmap as including “a new generation of robots launched in
2024.” Please revise to reconcile the apparent inconsistency.
Selling Stockholders, page 95
4.You disclose that, “Unless otherwise indicated . . . no selling stockholder is a broker-
dealer or an affiliate of a broker-dealer,” and the prospectus cover appears to indicate that
Bridge Broker Warrants and Placement Agent Warrants were issued to broker-dealers, yet
none of the selling shareholders are identified as such in the table. Please revise your
disclosure accordingly or advise.
Shares Eligible for Future Sale, page 110
5.Please revise this section and related disclosure elsewhere in the registration statement,
including the prospectus summary and risk factors, to clarify whether and how Rule 144
transfer restrictions apply in the context of the current offering. To the extent that the one-
year period following Form 10 disclosure is relevant, specifically identify the date such
disclosure was made, reconciling the apparent inconsistency on pages 30 and 110.
General
6.We note your response to prior comment 1. Please revise the following disclosure on page
20 to clarify your deposit obligation: “We maintain a banking relationship with Silicon
Valley Bank and are required to keep deposits with Silicon Valley Bank.” Additionally
clarify the applicability of the risk factor disclosure regarding “restricted substances” and
offshore robotic systems on pages 24-25. Revise references on page 55 to subsequent
closings to sell remaining shares in the Private Placement, and potential sale of 2,500,000
shares to cover over-subscriptions, or advise.
7.We note your response to prior comment 4. Please further address the following:

•Revise the prospectus cover page to disclose the transfer restrictions applicable to the
shares being offered for resale.
•Revise the offering subsection of the prospectus summary to clearly indicate whether
all the shares being offered for resale are subject to lock-up restrictions and quantify
the number of shares, if any, not subject thereto.
•The description of lock-up provisions on page 3 refers to 12 months from the start of
commencement of trading on certain markets, while the agreement filed as Exhibit

 FirstName LastNameAli Kashani
 Comapany NameServe Robotics Inc.
 November 9, 2023 Page 3
 FirstName LastName
Ali Kashani
Serve Robotics Inc.
November 9, 2023
Page 3
10.21 refers to 12 months from the Closing Date; revise to reconcile the apparent
inconsistency. Additionally describe any provisions regarding the release or
extension of lock-up restrictions, or revise the references thereto.
•If lock-up restrictions are related to the commencement of trading, revise disclosure
on pages 30-31 to additionally disclose how the lack of trading market for your stock
and not meeting initial listing standards affect the offering, and to discuss related
material risks to the Company and potential investors.
            Please contact Ernest Greene at 202-551-3733 or Claire Erlanger at 202-551-3301 if you
have questions regarding comments on the financial statements and related matters. Please
contact Eranga Dias at 202-551-8107 or Jennifer Angelini at 202-551-3047 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing