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    November 1, 2023

    Orrick, Herrington & Sutcliffe LLP

    222 Berkeley St.

    VIA EDGAR

    Suite 2000

    Boston, MA 02116

    +1 (617) 880-1800

    United States Securities and Exchange Commission

    orrick.com

    Division of Corporation Finance

    Office of Manufacturing

    Albert W. Vanderlaan

    100 F Street NE

    E  avanderlaan@orrick.com

    Washington, D.C. 20549

    D +1 617-880-2219

Attn: Eranga Dias

Jennifer Angelini

Ernest Greene

Claire Erlanger

Re: Serve Robotics Inc.

                                            Registration Statement on Form S-1

                                            Filed September 15, 2023

                                            File No. 333-274547

Ladies and Gentlemen:

On behalf of our client, Serve
Robotics Inc., a Delaware corporation (the “Company”), we are writing to submit the Company’s responses to the comments
of the staff of the Division of Corporation Finance of the United States Securities and Exchange Commission (the “Staff”)
with respect to the above-referenced Registration Statement on Form S-1 filed on September 15, 2023 (the “Registration Statement”),
contained in the Staff’s letter dated October 11, 2023 (the “Comment Letter”).

The Company has publicly filed
via EDGAR its Amendment No. 1 to the Registration Statement on Form S-1 (the “Amended Registration Statement”), which reflects
the Company’s responses to the comments received by the Staff and certain updated information. For ease of reference, each comment
contained in the Comment Letter is printed below in bold and followed by the Company’s response. All page references in the responses
set forth below refer to page numbers in the Amended Registration Statement. Capitalized terms used but not defined herein have the meanings
set forth in the Amended Registration Statement.

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.

Response: We have revised our
disclosure in the Amended Registration Statement in response to the Staff’s comment.

November 1, 2023

Page 2

 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.

Response: We respectfully advise
the Staff that the disclosure required by Item 506 of Regulation S-K (Dilution) is not applicable to the Company. Item 506 of Regulation
S-K is applicable only to registrants that are not subject to the reporting requirements of Sections 13(a) or 15(d) of the Exchange Act
immediately prior to filing of the registration statement or a registrant that is subject to the reporting requirements of the Exchange
Act and has had losses in each of its last three fiscal years. The Company filed a registration statement on January 4, 2021 on Form 10
pursuant to Section 12(g) of the Exchange Act. As such, the Company was subject to the reporting requirements of Section 13(a) of the
Exchange Act immediately prior to filing the Registration Statement and continues to be subject to such requirements. Furthermore, since
its incorporation on November 9, 2020, the Company has reported net loss for the last two fiscal years ended December 31, 2022 and 2021.

 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.

Response: We respectfully advise
the Staff that the Company has previously reported the information required by Item 304 of Regulation S-K. The Company reported (i) under
Item 4.01 of its Current Report on Form 8-K filed on July 19, 2022 the resignation of Raich Ende Malter & Co. LLP (“REM”),
effective as of July 13, 2022, and filed as Exhibit 16.1 thereto REM’s letter to the United States Securities and Exchange Commission
(the “SEC”) as to the change in certifying accountant, and (ii) under Item 4.01 of its Current Report on Form 8-K filed on
August 4, 2023, the dismissal of Grassi & Co., CPAS, P.C. (“Grassi”) effective as of July 31, 2023, and the engagement
of dbbmckennon as the independent registered public accounting firm to audit the Company’s financial statement for the fiscal year
ending December 31, 2022 and 2021 and filed as Exhibit 16.1 thereto Grassi’s letter to the SEC as to the change in certifying accountant.
While we believe that the Company is not required to furnish the information required by Item 304 again, in response to the Staff’s
comment, we have revised our disclosure on page 65.

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.

Response: We have revised our
disclosure in the Amended Registration Statement in response to the Staff’s comment. We respectfully advise the Staff that the Company
has filed the form of lock-up agreement and form of registration rights agreement as Exhibits 10.21 and 10.24, respectively, to the Registration
Statement.

 November 1, 2023

Page 3

 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.

 Response: We have revised our
disclosure on pages 2 and 52 of the Amended Registration Statement and revised the reference to the Company’s sidewalk robots
as “zero-emissions” to “low-emissions” in response to the Staff’s comment.

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.”

 Response: We have revised our
disclosure on pages 13-14 of the Amended Registration Statement in response to the Staff’s comment.

 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 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.

 Response: We have revised our
disclosure on page 13 of the Amended Registration Statement in response to the Staff’s comment.

November 1, 2023

Page 4

 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.

 Response: We have revised our
disclosure on page 13 of the Amended Registration Statement in response to the Staff’s comment.

 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.

Response: We have revised our
disclosure on page 15 of the Amended Registration Statement in response to the Staff’s comment.

 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.

 Response: We have revised our
disclosure on page 21 of the Amended Registration Statement in response to the Staff’s comment.

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.

 Response: We have revised our
disclosure on pages 18 and 23 of the Amended Registration Statement in response to the Staff’s comment.

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.

Response: We have revised our
disclosure on pages 23 and 47 of the Amended Registration Statement in response to the Staff’s comment.

November 1, 2023

Page 5

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.

 Response: We have revised our
disclosure in the Description of Our Business section of the Amended Registration Statement in response to the Staff’s comment.

 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 ar