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SEC Comment Letter 0000000000-25-003044 to Serve Robotics Inc. /DE/ (SERV)

Serve Robotics Inc. /DE/
Date: March 20, 2025 · CIK: 0001832483 · Accession: 0000000000-25-003044

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File numbers found in text: 333-274547, 333-281113

Date
March 20, 2025
Author
Division of
Form
UPLOAD
Company
Serve Robotics Inc. /DE/

Letter

Re: Serve Robotics Inc. /DE/ Post-Effective Amendment on Form S-3 Filed on March 6, 2025 File No. 333-281113 Dear Ali Kashani:

March 20, 2025

Ali Kashani Chief Executive Officer Serve Robotics Inc. /DE/ 730 Broadway Redwood, CA 94063

We have conducted a limited review of your registration statement and have the following comment.

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.

POS AM on Form S-3 General

1. We note your disclosure that this post-effective amendment is being filed to update the Form S-1 registration statement (File No. 333-274547) to include, among other things, the company's December 31, 2024 audited financial statements. However, we also note that the registration statement has not been updated since it was declared effective on December 14, 2023 and included audited financial statements for the year ended December 31, 2022. Under Section 10(a)(3) of the Securities Act, "when a prospectus is used more than nine months after the effective date of the registration statement, the information contained therein shall be as of a date not more than sixteen months prior to such use." Please tell us whether you engaged in the offer or sale of your securities using the prospectus during which time the audited financial statements in the prospectus were not current. March 20, 2025 Page 2

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 Sarah Sidwell at 202-551-4733 or Evan Ewing at 202-551-5920 with any questions.

Sincerely,
Division of
Corporation Finance
Office of
Manufacturing
cc: Albert Vanderlaan

Show Raw Text
<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 20, 2025

Ali Kashani
Chief Executive Officer
Serve Robotics Inc. /DE/
730 Broadway
Redwood, CA 94063

 Re: Serve Robotics Inc. /DE/
 Post-Effective Amendment on Form S-3
 Filed on March 6, 2025
 File No. 333-281113
Dear Ali Kashani:

 We have conducted a limited review of your registration statement and
have the
following comment.

 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.

POS AM on Form S-3
General

1. We note your disclosure that this post-effective amendment is being
filed to update
 the Form S-1 registration statement (File No. 333-274547) to include,
among other
 things, the company's December 31, 2024 audited financial statements.
However, we
 also note that the registration statement has not been updated since it
was declared
 effective on December 14, 2023 and included audited financial statements
for the year
 ended December 31, 2022. Under Section 10(a)(3) of the Securities Act,
"when a
 prospectus is used more than nine months after the effective date of the
registration
 statement, the information contained therein shall be as of a date not
more than
 sixteen months prior to such use." Please tell us whether you engaged in
the offer or
 sale of your securities using the prospectus during which time the
audited financial
 statements in the prospectus were not current.
 March 20, 2025
Page 2

 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 Sarah Sidwell at 202-551-4733 or Evan Ewing at
202-551-5920 with
any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: Albert Vanderlaan
</TEXT>
</DOCUMENT>