SEC Comment Letter 0000000000-24-007176 to Serve Robotics Inc. /DE/ (SERV)
Serve Robotics Inc. /DE/
Date: June 25, 2024 · CIK: 0001832483 · Accession: 0000000000-24-007176
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-280071
Letter
United States securities and exchange commission logo June 25, 2024 Ali Kashani Chief Executive Officer Serve Robotics Inc. 730 Broadway Redwood City, California 94063 Re:Serve Robotics Inc. Registration Statement on Form S-1 Filed June 7, 2024 File No. 333-280071 Dear Ali Kashani: We have conducted a limited review of 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. Registration Statement on Form S-1 filed June 7, 2024 Management's Discussion and Analysis, page 38 1.Please include in your registration statement financial statements for the quarterly period ended March 31, 2024. Also, update your disclosure to include a management's discussion and analysis of financial condition and results of operations for the fiscal year ended December 31, 2023. For guidance, refer to Instruction 1 to paragraph (b) of Item 303 of Regulation S-K, which requires the discussion to cover the periods covered by the financial statements included in the filing. Exhibit Index, page II-7 2.Your legality opinion filed as Exhibit 5.1 relates to 4,813,041 shares of common stock being offered by selling stockholders. However, it appears from the disclosure on the cover page of this registration statement that 2,708,479 shares of common stock are issuable upon exercise of warrants. Please file a revised opinion that indicates, if true, that
FirstName LastNameAli Kashani Comapany NameServe Robotics Inc. June 25, 2024 Page 2 FirstName LastName Ali Kashani Serve Robotics Inc. June 25, 2024 Page 2 the shares of common stock when issued will be validly issued, fully paid and non- assessable. 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. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Thomas Jones at 202-551-3602 or Jay Ingram at 202-551-3397 with any other questions. Sincerely, Division of Corporation Finance Office of Manufacturing cc: Albert Vanderlaan, Esq.
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United States securities and exchange commission logo
June 25, 2024
Ali Kashani
Chief Executive Officer
Serve Robotics Inc.
730 Broadway
Redwood City, California 94063
Re:Serve Robotics Inc.
Registration Statement on Form S-1
Filed June 7, 2024
File No. 333-280071
Dear Ali Kashani:
We have conducted a limited review of 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.
Registration Statement on Form S-1 filed June 7, 2024
Management's Discussion and Analysis, page 38
1.Please include in your registration statement financial statements for the quarterly period
ended March 31, 2024. Also, update your disclosure to include a management's
discussion and analysis of financial condition and results of operations for the fiscal year
ended December 31, 2023. For guidance, refer to Instruction 1 to paragraph (b) of Item
303 of Regulation S-K, which requires the discussion to cover the periods covered by the
financial statements included in the filing.
Exhibit Index, page II-7
2.Your legality opinion filed as Exhibit 5.1 relates to 4,813,041 shares of common stock
being offered by selling stockholders. However, it appears from the disclosure on the
cover page of this registration statement that 2,708,479 shares of common stock are
issuable upon exercise of warrants. Please file a revised opinion that indicates, if true, that
FirstName LastNameAli Kashani
Comapany NameServe Robotics Inc.
June 25, 2024 Page 2
FirstName LastName
Ali Kashani
Serve Robotics Inc.
June 25, 2024
Page 2
the shares of common stock when issued will be validly issued, fully paid and non-
assessable.
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.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Thomas Jones at 202-551-3602 or Jay Ingram at 202-551-3397 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc: Albert Vanderlaan, Esq.