Correspondence 0001213900-24-058649 from Serve Robotics Inc. /DE/ (SERV)
Serve Robotics Inc. /DE/
Date: July 2, 2024 · CIK: 0001832483 · Accession: 0001213900-24-058649
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-280071
Referenced dates: July 1, 2024
Letter
July 2, 2024 Orrick, Herrington & Sutcliffe LLP
222 Berkeley St.
VIA EDGAR Suite 2000
Boston, MA 02116
United States Securities and Exchange Commission +1 (617) 880-1800
Division of Corporation Finance orrick.com
Office of Manufacturing Albert W. Vanderlaan
100 F Street NE E avanderlaan@orrick.com
Washington, D.C. 20549 D +1 617-880-2219
Attn: Thomas Jones
Jay Ingram
Re: Serve Robotics Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed June 28, 2024
File No. 333-280071
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 comment of the staff of the Division of Corporation Finance of the United States Securities and Exchange Commission (the “Commission”) (the “Staff”) with respect to the above-referenced Amendment No. 1 to Registration Statement on Form S-1 that was filed with the Commission on June 28, 2024 (the “Amended Registration Statement”), contained in the Staff’s letter dated July 1, 2024 (the “Comment Letter”).
For ease of reference, the comment contained in the Comment Letter is printed below in bold and is 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.
Amendment No. 1 to Registration Statement on Form S-1 filed June 28, 2024
Plan of Distribution, page 89
1. We note your disclosure on page 89 that your selling stockholders may sell their securities in one or more underwritten offerings. Please confirm your understanding that the retention by a selling stockholder of an underwriter would constitute a material change to your plan of distribution requiring a post-effective amendment. Also confirm your understanding that purchases by a broker-dealer as principal and resales by the broker-dealer for its account would constitute a material change requiring a post-effective amendment. Refer to your undertaking provided pursuant to Item 512(a)(1)(iii) of Regulation S-K.
Response: The Company confirms its understanding that (i) the retention by a selling stockholder of an underwriter and (ii) purchases by a broker-dealer as principal and resales by the broker-dealer for its account each would constitute a material change to the plan of distribution requiring a post-effective amendment to the Amended Registration Statement.
* * *
July 2, 2024
Page 2
Please do not hesitate to contact Albert Vanderlaan at (617) 880-2219 of Orrick, Herrington & Sutcliffe LLP with any questions or comments regarding this letter.
Sincerely,
/s/ Orrick, Herrington & Sutcliffe LLP
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filename1.htm
July 2, 2024
Orrick, Herrington & Sutcliffe LLP
222 Berkeley St.
VIA EDGAR
Suite 2000
Boston, MA 02116
United States Securities and Exchange Commission
+1 (617) 880-1800
Division of Corporation Finance
orrick.com
Office of Manufacturing
Albert W. Vanderlaan
100 F Street NE
E avanderlaan@orrick.com
Washington, D.C. 20549
D +1 617-880-2219
Attn: Thomas Jones
Jay Ingram
Re: Serve Robotics Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed June 28, 2024
File No. 333-280071
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 comment
of the staff of the Division of Corporation Finance of the United States Securities and Exchange Commission (the “Commission”)
(the “Staff”) with respect to the above-referenced Amendment No. 1 to Registration Statement on Form S-1 that was filed with
the Commission on June 28, 2024 (the “Amended Registration Statement”), contained in the Staff’s letter dated July 1,
2024 (the “Comment Letter”).
For ease of reference, the
comment contained in the Comment Letter is printed below in bold and is 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.
Amendment No. 1 to Registration Statement on Form S-1 filed June
28, 2024
Plan of Distribution, page 89
1. We note your disclosure on page 89 that your selling stockholders may sell their securities in one
or more underwritten offerings. Please confirm your understanding that the retention by a selling stockholder of an underwriter would
constitute a material change to your plan of distribution requiring a post-effective amendment. Also confirm your understanding that purchases
by a broker-dealer as principal and resales by the broker-dealer for its account would constitute a material change requiring a post-effective
amendment. Refer to your undertaking provided pursuant to Item 512(a)(1)(iii) of Regulation S-K.
Response: The Company confirms
its understanding that (i) the retention by a selling stockholder of an underwriter and (ii) purchases by a broker-dealer as principal
and resales by the broker-dealer for its account each would constitute a material change to the plan of distribution requiring a post-effective
amendment to the Amended Registration Statement.
* * *
July 2, 2024
Page 2
Please do not hesitate to
contact Albert Vanderlaan at (617) 880-2219 of Orrick, Herrington & Sutcliffe LLP with any questions or comments regarding this letter.
Sincerely,
/s/ Orrick, Herrington & Sutcliffe LLP
Orrick, Herrington & Sutcliffe LLP
cc: Ali Kashani, Serve Robotics Inc.