SecProbe.io

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 CYNGN INC.

 1344 Terra Bella

 Mountain View, CA 94043

 (650) 924-5905

 September 16, 2025

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street N.E.

 Washington, D.C. 20549

 Re:
 Cyngn Inc.

 Registration Statement on Form S-3

 Filed September 5, 2025

 File No. 333-290079

 Ladies and Gentlemen:

 Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended, Cyngn Inc. hereby respectfully requests acceleration of the effectiveness of
the above-referenced Registration Statement so that such Registration Statement will become effective as of 4:00 PM Eastern Time, on
Thursday, September 18, 2025, or as soon as practicable thereafter.

 Very truly yours,

 Cyngn Inc.

 By: /s/ Natalie Russell

 Natalie Russell

 Chief Financial Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 15, 2025

Lior Tal
Chief Executive Officer
Cyngn Inc.
1344 Terra Bella
Mountain View, CA 94043

 Re: Cyngn Inc.
 Registration Statement on Form S-3
 Filed September 5, 2025
 File No. 333-290079
Dear Lior Tal:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Charli Wilson at 202-551-6388 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: Marcelle Balcombe
</TEXT>
</DOCUMENT>

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CYNGN INC.

1015 O’Brien Dr.

Menlo Park, CA 94025

December 18, 2024

Securities and Exchange
Commission

Division of Corporation
Finance

100 F Street N.E.

Washington, D.C. 20549

    Re:
    Cyngn Inc.

    Registration Statement on Form S-1 (the “Registration Statement”)

    File No. 333-283514

Ladies and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, Cyngn Inc. hereby respectfully requests acceleration of the effectiveness
of the above-referenced Registration Statement so that such Registration Statement will become effective as of 4:30 PM Eastern Time, Thursday,
December 19, 2024, or as soon as practicable thereafter.

    Very truly yours,

    Cyngn Inc.

    By:
    /s/ Lior Tal

    Lior Tal

    Chief Executive Officer

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December 18, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    RE:
    Cyngn Inc. (CIK:   0001874097)

    Registration Statement No. 333-283514 on Form S-1 (the “Registration Statement”)

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations
of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”),
Aegis Capital Corp. hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it will
become effective at 4:30 p.m. Eastern Time, December 19, 2024, or as soon thereafter as practicable.

Pursuant to Rule 460 under the Securities Act, please
be advised that we will distribute as many electronic copies of the proposed form of preliminary prospectus as appears to be reasonable
to secure adequate distribution.

    By:
    AEGIS CAPITAL CORP.

    By:
    /s/ Robert Eide

    Name:
    Robert Eide

    Title:
    Chief Executive Officer

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CYNGN INC.

1015 O’Brien Dr.

Menlo Park, CA 94025

(650) 924-5905

December 5, 2024

Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, D.C. 20549

Re:  Cyngn Inc.

    Registration Statement on Form
S-3

    Filed November 25, 2024

    File No. 333-283438

Ladies and Gentlemen:

Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended, Cyngn Inc. hereby respectfully requests acceleration of the effectiveness of
the above-referenced Registration Statement so that such Registration Statement will become effective as of 5:00 PM Eastern Time, December
6, 2024, or as soon as practicable thereafter.

    Very truly yours,

    Cyngn Inc.

    By:
    /s/ Lior Tal

    Lior Tal

    Chief Executive Officer

December 5, 2024
Lior Tal
Chief Executive Officer
Cyngn Inc.
1015 O'Brien Dr.
Menlo Park, CA 94025
Re:Cyngn Inc.
Registration Statement on Form S-1
Filed November 27, 2024
File No. 333-283514
Dear Lior Tal:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Mariam Mansaray at 202-551-6356 or Matthew Derby at  202-551-
3334 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Marcelle S. Balcombe

December 4, 2024
Lior Tal
Chief Executive Officer
Cyngn Inc.
1015 O'Brien Dr.
Menlo Park, CA 94025
Re:Cyngn Inc.
Registration Statement on Form S-3
Filed November 25, 2024
File No. 333-283438
Dear Lior Tal:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Mariam Mansaray at 202-551-6356 or Matthew Derby at 202-551-
3334 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Marcelle S. Balcombe

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CYNGN INC.

1015 O’Brien Dr.

Menlo Park, CA 94025

(650) 924-5905

April 23, 2024

Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, D.C. 20549

    Re:
    Cyngn Inc.

    Registration Statement on Form S-1

    Filed April 12, 2024

    File No. 333-278671

Ladies and Gentlemen:

Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended, Cyngn Inc. hereby respectfully requests acceleration of the effectiveness of
the above-referenced Registration Statement so that such Registration Statement will become effective as of 1:00 PM Eastern Time, April
23, 2024, or as soon as practicable thereafter.

    Very truly yours,

    Cyngn Inc.

    By:
    /s/ Lior Tal

    Lior Tal

    Chief Executive Officer

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April 23, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    RE:
    Cyngn, Inc.  (CIK:  0001874097)

    Registration Statement No. 333-278671 on Form S-1 (the “Registration Statement”)

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations
of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), Aegis
Capital Corp. hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it will become
effective at 1:00 p.m. Eastern Time, April 23, 2024, or as soon thereafter as practicable.

Pursuant to Rule 460 under the Securities Act, please
be advised that we will distribute as many electronic copies of the proposed form of preliminary prospectus as appears to be reasonable
to secure adequate distribution.

    By:
    AEGIS CAPITAL CORP.

    By:
    /s/ Robert Eide

    Name:
    Robert Eide

    Title:
    Chief Executive Officer

United States securities and exchange commission logo
April 18, 2024
Lior Tal
Chief Executive Officer
Cyngn Inc.
1015 O’Brien Dr.
Menlo Park, CA 94025
Re:Cyngn Inc.
Registration Statement on Form S-1
Filed April 12, 2024
File No. 333-278671
Dear Lior Tal:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Aliya Ishmukhamedova at 202-551-7519 or Matthew Derby at 202-551-
3334 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Marcelle S. Balcombe

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December 6, 2023

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    RE:
    Cyngn, Inc. (CIK: 0001874097)

    Registration Statement No. 333-275530 on Form S-1 (the “Registration Statement”)

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and
Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”),
Aegis Capital Corp. hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it will
become effective at 5:00 p.m. Eastern Time, December 7, 2023, or as soon thereafter as practicable.

Pursuant to Rule 460 under the Securities Act,
please be advised that we will distribute as many electronic copies of the proposed form of preliminary prospectus as appears to be reasonable
to secure adequate distribution.

    By:
    AEGIS CAPITAL CORP.

    By:
    /s/ Robert Eide

    Name:
      Robert Eide

    Title:
    Chief Executive Officer

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CYNGN INC.

1015 O’Brien Dr.

Menlo Park, CA 94025

(650) 924-5905

December 6, 2023

Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, D.C. 20549

 Re: Cyngn Inc.

Registration Statement on
Form S-1

Filed December 5, 2023

File No. 333-275530

Ladies and Gentlemen:

Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended, Cyngn Inc. hereby respectfully requests acceleration of the effectiveness of
the above-referenced Registration Statement so that such Registration Statement will become effective as of 5:00 PM Eastern Time, December
7, 2023, or as soon as practicable thereafter.

    Very truly yours,

    Cyngn Inc.

    By:
    /s/ Lior Tal

    Lior Tal

    Chief Executive Officer

United States securities and exchange commission logo
November 21, 2023
Lior Tal
Chief Executive Officer
Cyngn Inc.
1015 O’Brien Dr.,
Menlo Park, CA 94025
Re:Cyngn Inc.
Registration Statement on Form S-1
Filed November 14, 2023
File No. 333-275530
Dear Lior Tal:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Charli Gibbs-Tabler at 202-551-6388 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Marcelle S. Balcombe

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CYNGN INC.

1015 O’Brien Dr.

Menlo Park, CA 94025

(650) 924-5905

June 12, 2023

Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, D.C. 20549

 Re: Cyngn Inc.

Registration Statement on
Form S-3

Filed May 31, 2023

File No. 333-271567

Ladies and Gentlemen:

Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended, Cyngn Inc. hereby respectfully requests acceleration of the effectiveness of
the above-referenced Registration Statement so that such Registration Statement will become effective as of 4:00 PM Eastern Time, June
13, 2023, or as soon as practicable thereafter.

    Very truly yours,

    Cyngn Inc.

    By:
    /s/ Lior Tal

    Lior Tal

    Chief Executive Officer

United States securities and exchange commission logo
May 5, 2023
Lior Tal
Chief Executive Officer
Cyngn Inc.
1015 O’Brien Dr.,
Menlo Park, CA 94025
Re:Cyngn Inc.
Registration Statement on Form S-3
Filed May 2, 2023
File No. 333-271567
Dear Lior Tal:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Aliya Ishmukhamedova, Staff Attorney, at 202-551-7519 or Jan Woo,
Legal Branch Chief, at 202- 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Marcelle S. Balcombe

United States securities and exchange commission logo
May 13, 2022
Lior Tal
Chief Executive Officer
Cyngn Inc.
1015 O’Brien Dr.
Menlo Park, CA 94025
Re:Cyngn Inc.
Registration Statement on Form S-1
Filed May 12, 2022
File No. 333-264887
Dear Mr. Tal:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rule 461 regarding requests for acceleration.  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.
            Please contact Jeff Kauten, Staff Attorney, at (202) 551-3447, or in his absence, Josh
Shainess, Legal Branch Chief, at (202) 551-7951, with any questions.  If you require further
assistance, please contact Larry Spirgel, Office Chief, at (202) 551-3815.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Marcelle S. Balcombe, Esq.

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CYNGN INC

1015 O’Brien Dr.

Menlo Park, CA 94025

May 13, 2022

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, D.C. 20549

    Re:
    Cyngn Inc.

    Registration Statement on Form S-1

    Filed May 12, 2022

    File No. 333- 264887

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated
under the Securities Act of 1933, as amended, Cyngn Inc. hereby respectfully requests acceleration of the effectiveness of the above-referenced
Registration Statement so that such Registration Statement will become effective as of 5:15 p.m. Eastern Time, May 17, 2022, or as soon
as practicable thereafter.

    Very truly yours,

    Cyngn Inc.

    By:
    /s/ Lior Tal

    Lior Tal

    Chief Executive Officer

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CYNGN INC.

1015 O’Brien Dr.

Menlo Drive, CA 94025

October 19, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street NE

Washington, D.C. 20549

    Re:
    Cyngn Inc.

    Registration Statement on Form S-1, as amended

    File No. 333-259278

    Initially Filed September 3, 2021

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations
under the Securities Act of 1933, as amended (the “Act”), Cyngn Inc. (the “Registrant”) hereby requests that the
United States Securities and Exchange Commission take appropriate action to accelerate the effective date of the above-referenced registration
statement (the “Registration Statement”) so as to become effective on Tuesday, October 19, 2021, at 4:00 p.m. Eastern Time,
or as soon thereafter as practicable. Once the Registration Statement has been declared effective, please confirm orally that event with
our counsel, Sichenzia Ross Ference LLP., by calling Marcelle Balcombe at 212-930-9700.

    Very truly yours,

    /s/ Lior Tal

    Lior Tal

    Chief Executive Officer

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AEGIS CAPITAL CORP.

October 19, 2021

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    RE:
    CYNGN, Inc. (CIK: 1874097)

    Registration Statement No. 333-259278 on Form S-1/A (the “Registration Statement”)

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations
of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), Aegis
Capital Corp. hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it will become
effective at 4:00 p.m. Eastern Time, October 19, 2021, or as soon thereafter as practicable.

Pursuant to Rule 460 under the Securities Act, please
be advised that we will distribute as many electronic copies of the proposed form of preliminary prospectus as appears to be reasonable
to secure adequate distribution.

    By: AEGIS CAPITAL CORP.

    By:
    /s/ Robert Eide

    Name:
    Robert Eide

    Title:
    Co-head of Investment Banking

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September
29, 2021

Via
Edgar

United
States Securities and Exchange Commission

Division
of Corporation Finance, Office of Technology

100
F Street N.E.

Washington,
D.C. 20549

    Attention:
    Anna
    Abramson, Staff Attorney

    Mitchell
    Austin, Staff Attorney

    Re:
    Cyngn,
    Inc.

    Registration
    Statement on Form S-1

    Filed
    September 3, 2021

    File
    No. 333-2529278

Ladies
and Gentlemen:

In
response to the comments from the staff of the Commission (the “Staff”) in its letter dated September 20, 2021,
Cyngn, Inc. (the “Company”) has amended the Registration Statement to incorporate the Company’s responses
to the Staff’s letter.

For
ease of review, we have set forth below each of the numbered comments of your letter followed by the Company’s responses thereto.
Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Registration Statement and all references
to page numbers in such responses are to page numbers in the revised Registration Statement.

Registration
Statement on Form S-1 filed September 3, 2021

Prospectus Summary

Company
Overview, page 1

 1. We
                                            note the disclosure provided in response to prior comment 1, including the statement that
                                            you expect annual research and development expenditures in the foreseeable future to equal
                                            or exceed that of 2019 and 2020. Please revise to describe the steps remaining to complete
                                            the development and marketing of your EAS solution and provide estimated costs for these
                                            steps. Additionally, as it appears you do not have any current customers, please revise your
                                            summary and elsewhere to clearly state this.

Response:
The Company has revised the prospectus to clarify the status of its EAS solution and the costs of scaled commercialization. The Company
has also revised to state that it does not have any current customers and is not generating revenues. The updated disclosure is included
on pages 2, 4, 38, and 45 of the Registration Statement.

1185
Avenue of the Americas | 31st Floor | New York, NY | 10036

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(212) 930 9700 | F (212) 930 9725 | WWW.SRF.LAW

 2. Please
                                            revise your prospectus summary to disclose that your executive officers, directors and principal
                                            stockholders will continue to have significant control over the company after this offering.
                                            Highlight the beneficial ownership percentage of this group, as well as the beneficial ownership
                                            percentage of entities affiliated with Benchmark. Additionally, please include a risk factor
                                            discussing related material risks to the company and its stockholders.

Response:
The Company has revised the prospectus summary to provide the requested disclosure. Please see page 5 of the Registration Statement.
The Company has also included a risk factor as requested. Please see page 28 of the Registration Statement.

Risk
Factors, page 9

 3. We
                                            note that Article 11 of your certificate of incorporation contains a forum selection provision
                                            that identifies a state court located within the State of Delaware as the exclusive forum
                                            for certain litigation, including any "derivative action." Please disclose whether
                                            this provision applies to actions arising under the Securities Act or Exchange Act. If so,
                                            please also state that there is uncertainty as to whether a court would enforce such provision.
                                            If the provision applies to Securities Act claims, please also state that investors cannot
                                            waive compliance with the federal securities laws and the rules and regulations thereunder.
                                            In that regard, we note that Section 22 of the Securities Act creates concurrent jurisdiction
                                            for federal and state courts over all suits brought to enforce any duty or liability created
                                            by the Securities Act or the rules and regulations thereunder. If this provision does not
                                            apply to actions arising under the Securities Act or Exchange Act, please also ensure that
                                            the exclusive forum provision in the governing documents states this clearly, or tell us
                                            how you will inform investors in future filings that the provision does not apply to any
                                            actions arising under the Securities Act or Exchange Act.

Response:
The Company has included disclosure in the Registration Statement. Please see page 71 of the Registration Statement. In addition, the
Company has included a related risk factor. Please see page 30 of the Registration Statement. The Company intends to adopt amended and
restated Certificate of Incorporation which are included in the Registration Statement as Exhibit 3.6. Article Eleven of the amended
and restated Certificate of Incorporation indicates that Article Eleven does not apply to suits brought to enforce a duty or liability
created by the Exchange Act or any claim for which the federal courts have exclusive jurisdiction.

1185
Avenue of the Americas | 31st Floor | New York, NY | 10036

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    2

Financial
Statements

14.
Subsequent Events, page F-25

 4. We
                                            note your response to comment 13. Please reconcile for us your estimated fair value of a
                                            common share and your anticipated IPO price per share.

Response:

The
Company advises the Staff that the Company currently estimates, based in part on advice and input received from its underwriters as well
as considering valuations of other private and public companies considered to be comparable to us, that the initial public offering price
per share of its currently contemplated initial public offering (“IPO”) will be between $7.50 - $9.50 per share (the
“ Price Range”).

The
Company has included the Price Range in the Registration Statement.

Most
Recent Equity Issuance; Value Determination and Methodology

June 1,
2021

As
previously disclosed to the Staff, on July 26, 2021, the Company’s board of directors granted an aggregate of 2,692,000 stock
options to the Company’s employees with an exercise price $2.88 per share.  The fair value of the underlying stock used to
value such awards was $2.88 and was derived through an independent valuation performed by Armanino, LLP. There have been no additional
stock-based compensation awards granted during 2021.

September 1,
2021

The
Company again engaged Armanino LLP, on September 1, 2021, to perform an independent valuation of the Company’s common stock which
determined that the value of the company’s common stock had increased to $5.09.

Summary
of Methods Used

For
both of the June 2021 and September 2021 valuations, Armanino employed a probability-weighted expected return method (“PWERM”)
in combination with an option pricing method (“OPM”), referred to as a hybrid method (“Hybrid Method”) to value
the Company’s common stock. The Hybrid Method is appropriate when various possible future outcomes are assumed by the management
of the Company. The possible outcomes are each assigned a probability and a future equity value under each outcome is then estimated.
Given that more than one possible future outcome was assumed for the two valuation dates, the PWERM was used to value the Common Stock
for both valuation dates.

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    3

The
Hybrid Method is appropriate for a company expecting a near term liquidity event, but due to market or other factors, the likelihood
of completing the liquidity event is uncertain. The Hybrid Method considers a company’s going concern nature, stage of development,
and the company’s ability to forecast near and long-term future liquidity scenarios. The PWERM is a scenario-based analysis that
estimates the value per share of common stock based on the probability-weighted present value of expected future equity values for the
common stock under various possible future liquidity event scenarios. The rights and preferences of each class and series of stock were
taken into consideration and the common stock was then discounted for a lack of marketability.

As
part of the Hybrid Method, under certain scenarios, the OPM was used to allocate the total value of the Company’s equity among
the Company’s securities. The OPM is appropriate for a company at an early stage of development when future liquidity events are
uncertain or difficult to forecast. Application of the OPM involves making assumptions for the expected time to liquidity, volatility,
and risk-free rate.

For
the June 2021 valuation, the Company was valued under two scenarios: (1) OPM (60% probability) and (2) IPO (40% probability). As of the
June 2021 valuation date, the Company had engaged an investment bank in connection with a potential IPO, but the Company had not yet
filed a registration statement, had yet to clear numerous regulatory hurdles, or go on its roadshow, and had not had discussions with
potential investors regarding its expected IPO valuation. For the June 2021 valuation, the total equity value allocated through the OPM
was determined based on the Discounted Cash Flow (“DCF”) Method and the Guideline Public Company (“GPC”) Method.
The DCF Method utilized the Company’s projected financial results provided by management and present valued utilizing a discount
rate based on the Company’s stage of development. The GPC Method value was determine based on a market revenue multiple and the
Company’s projected revenues. The total equity values determined under the DCF Method and GPC Method were weighted equally and
then allocated to the Company’s various securities utilizing the OPM. Under the OPM, a three-year estimated term and 75.0% volatility
were utilized. A discount for lack of marketability of 31.0% was applied to the Common Stock value determined through the OPM. The Company
was also valued under the IPO scenario, reflecting the conversion of the Company’s outstanding preferred stock to common stock
at the time of the IPO, which was estimated to occur in early November 2021. A discount for lack of marketability of 14.0% was applied
to the common stock value determined under the IPO scenario. Using a probability-weighted average of 60% OPM and 40% IPO, the common
stock was estimated to equal $2.88 per share as of the June 2021 valuation date. Considering both the OPM and IPO scenarios, the weighted
average discount for lack of marketability from the valuation analysis was 17.4%.

1185
Avenue of the Americas | 31st Floor | New York, NY | 10036

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(212) 930 9700 | F (212) 930 9725 | WWW.SRF.LAW

    4

For
the September 2021 valuation, the Company was valued under two scenarios: (1) OPM (25% probability) and (2) IPO (75% probability). As
of the September 2021 valuation date, the Company had made significant progress towards an IPO including publicly filing the S-1 and
responding to the first round of SEC comments. The total equity value allocated through the OPM was determined based on the DCF Method
and the GPC Method. Similar to the June 2021 valuation, the DCF Method in the September 2021 valuation utilized the Company’s projected
financial results provided by management and present valued utilizing a discount rate based on the Company’s stage of development.
The GPC Method value was determine based on a market revenue multiple and the Company’s projected revenues. The total equity values
determined under the DCF Method and GPC Method were weighted equally and then allocated to the Company’s various securities utilizing
the OPM. Under the OPM, a three-year estimated term and 75.0% volatility were utilized. A discount for lack of marketability of 31.0%
was applied to the Common Stock value determined through the OPM. The Company was also valued under the IPO scenario, reflecting the
conversion of the preferred stock to common stock at the time of the IPO, which was estimated to occur in early November 2021. A discount
for lack of marketability of 12.0% was applied to the common stock value determined under the IPO scenario. Using a probability-weighted
average of 25% OPM and 75% IPO, the common stock was estimated to equal $5.09 per share as of the September 2021 valuation date. Considering
both the OPM and IPO scenarios, the weighted average discount for lack of marketability from the valuation analysis was 13.0%. The increase
in value between the valuation dates reflects the progress the Company has made toward its IPO, as well as the milestones listed below.

Company
Milestones Impacting Value

Subsequent
to the June 1, 2021 and up to the September 1, 2021 valuation, the Company achieved the following milestones:

 ● The
Company continued to progress towards the proposed IPO and made both its first confidential submission with the Commission of the draft
Registration Statement on Form S-1 on June 28, 2021, which was subsequently amended and filed publicly with the Commission
on September 2, 2021 in response to comments from the Commission.

 ● The
Company entered into several memorandums of understanding with potential customers for paid pilot deployments of its EAS product in 2022
and 2023.

1185
Avenue of the Americas | 31st Floor | New York, NY | 10036

T
(212) 930 9700 | F (212) 930 9725 | WWW.SRF.LAW

    5

 ● The
Company increased its staffing, particularly in adding additional expertise in engineering as well as operations, including business
development and finance and accounting.

Comparison
to Estimated Offering Price Range

The
primary reasons for the difference between the fair value per share used for the Company’s recent stock option grants and the Offering
Price Range are:

 ● The
valuation methodology, assumptions and inputs used by the underwriters to determine the Offering Price Range assume a successful IPO
with no weighting given to any other outcome for the Company, such as remaining a privately held company. These valuation methodologies,
assumptions and inputs differ from the methodologies used in the valuations as of June 2021 and September 2021 described above.

 ● The
Offering Price Range assumes that IPO has occurred and a public market exists for the Common Stock. The Offering Price Range excludes
any marketability discount for the Common Stock, which was appropriately considered in the historical valuations.

 ● The
Offering Price Range assumes the conversion of all preferred stock into Common Stock. The Company’s preferred stock has preferences
and economic rights over the Common Stock, which were appropriately considered in the historical valuations of the Common Stock, but
not considered by the underwriters.

Conclusion

The
Company respectfully advises the Staff that it believes that the items discussed above reconciles the estimated fair value of a common
share and the Price Range. The Company believes the change is supported by the following factors:

 ● The
Company and the third-party firm utilized quantitative methodologies to determine the fair value of the common stock, which

United States securities and exchange commission logo
September 20, 2021
Lior Tal
Chief Executive Officer
Cyngn, Inc.
1015 O’Brien Dr.
Menlo Park, CA 94025
Re:Cyngn, Inc.
Registration Statement on Form S-1
Filed September 3, 2021
File No. 333-259278
Dear Mr. Tal:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments. References to prior
comments are to those in our letter dated August 23, 2021.
Registration Statement on Form S-1 filed September 3, 2021
Prospectus Summary
Company Overview, page 1
1.We note the disclosure provided in response to prior comment 1, including the statement
that you expect annual research and development expenditures in the foreseeable future to
equal or exceed that of 2019 and 2020.  Please revise to describe the steps remaining to
complete the development and marketing of your EAS solution and provide estimated
costs for these steps.  Additionally, as it appears you do not have any current customers,
please revise your summary and elsewhere to clearly state this.

 FirstName LastNameLior Tal
 Comapany NameCyngn, Inc.
 September 20, 2021 Page 2
 FirstName LastName
Lior Tal
Cyngn, Inc.
September 20, 2021
Page 2
2.Please revise your prospectus summary to disclose that your executive officers,
directors and principal stockholders will continue to have significant control over the
company after this offering.  Highlight the beneficial ownership percentage of this group,
as well as the beneficial ownership percentage of entities affiliated with Benchmark.
Additionally, please include a risk factor discussing related material risks to the company
and its stockholders.
Risk Factors, page 9
3.We note that Article 11 of your certificate of incorporation contains a forum selection
provision that identifies a state court located within the State of Delaware as the exclusive
forum for certain litigation, including any "derivative action."  Please disclose whether
this provision applies to actions arising under the Securities Act or Exchange Act. If so,
please also state that there is uncertainty as to whether a court would enforce such
provision.  If the provision applies to Securities Act claims, please also state that investors
cannot waive compliance with the federal securities laws and the rules and regulations
thereunder.  In that regard, we note that Section 22 of the Securities Act creates concurrent
jurisdiction for federal and state courts over all suits brought to enforce any duty or
liability created by the Securities Act or the rules and regulations thereunder.  If this
provision does not apply to actions arising under the Securities Act or Exchange Act,
please also ensure that the exclusive forum provision in the governing documents states
this clearly, or tell us how you will inform investors in future filings that the provision
does not apply to any actions arising under the Securities Act or Exchange Act.
Financial Statements
14. Subsequent Events, page F-25
4.We note your response to comment 13.  Please reconcile for us your estimated fair value
of a common share and your anticipated IPO price per share.
            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.
            You may contact Joseph Kempf, Senior Staff Accountant, at (202) 551-3352 or Robert
Littlepage, Accountant Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters. Please contact Anna Abramson, Staff
Attorney, at (202) 551-4969 or Mitchell Austin, Staff Attorney, at (202) 551-3574 with any other
questions.

 FirstName LastNameLior Tal
 Comapany NameCyngn, Inc.
 September 20, 2021 Page 3
 FirstName LastName
Lior Tal
Cyngn, Inc.
September 20, 2021
Page 3
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Marcelle Balcombe

CORRESP
1
filename1.htm

September 2, 2021

Via Edgar

United States
Securities and Exchange Commission

Division
of Corporation Finance, Office of Technology

100 F Street
N.E.

Washington, D.C. 20549

 Attention: Anna Abramson, Staff Attorney

Mitchell Austin,
Staff Attorney

Re: Cyngn, Inc.

Draft Registration Statement on Form

S-1 Submitted July 28, 2021

CIK No.
0001874097

Ladies and Gentlemen:

Cyngn, Inc. (the
“Company”) previously submitted a Draft Registration Statement on Form S-1 (the “Registration Statement”)
on a confidential basis pursuant to Title I, Section 106 under the Jumpstart Our Business Startups Act with the Securities and Exchange
Commission (the “Commission”) on July 28, 2021. The Company has revised the Registration Statement to reflect
the Company’s responses to the comment letter to the Registration Statement received on August 23, 2021 from the staff of the Commission
(the “Staff”).

For ease of review,
we have set forth below each of the numbered comments of your letter followed by the Company’s responses thereto. Unless otherwise
indicated, capitalized terms used herein have the meanings assigned to them in the Registration Statement and all references to page numbers
in such responses are to page numbers in the revised Registration Statement.

Draft Registration Statement on Form
S-1 submitted July 28, 2021

Prospectus Summary

Company Overview, page 1

1. Please
revise your summary to clearly describe the current status of your Enterprise Autonomy Suite (EAS). In this regard, please clarify the
following:

 ● Describe
                                            the current developmental status of your EAS solution, including whether it is fully developed
                                            and currently being sold and marketed to customers. To the extent the EAS solution is still
                                            being developed, please describe the remaining developmental steps, the estimated costs to
                                            complete these steps and the expected timeline for commercial deployment.

 ● Clarify whether you have any current customers of your EAS solution
and whether you have generated any revenue from the EAS solution. To the extent you have no current customers and have not generated
any revenue from the EAS solution, please clearly state this.

Make similar revisions,
as appropriate, throughout your prospectus.

1185 Avenue of the Americas |
31st Floor | New York, NY | 10036

T (212) 930 9700 | F (212) 930 9725 |
WWW.SRF.LAW

Response: We
have updated the disclosure in the Registration Statement to address the Staff’s comment. Please see pages 2 and 37.

2. You
discuss robotics-as-a-service (RaaS), which you define as a service-oriented business model for using robotic systems that helps to avoid
the upfront capital costs associated with end customers buying expensive robotic assets. Please revise to make clear whether you will
offer robotic assets as part of a RaaS offering.

Response: The Company has
revised to indicate that it has not and has no present intention to offer its robotic assets as part of its direct offerings but that
it can be part of a combined offering with third parties. Please see pages 1 and 36.

3. Please
provide support for your disclosure regarding the strategy of passenger AV companies. For example, provide support your statements that
“the passenger AV technology leaders are effectively backing themselves into a corner that will prevent them from pursuing our target
industrial markets” and “there is no foreseeable completion date for even a single vehicle that satisfies customer needs for
passenger AVs, so these leading spenders cannot entertain distractions like adapting their technology to fragmented industrial vehicle
form factors.”

Response: The
Company has removed the disclosure.

Risk Factors,
page 9

4. We
note your discussion of Chinese intellectual property protection and the PRC Cyber Security Law. Please clarify whether you have operations
or customers in China.

Response: The
Company has no operations in China and has removed the disclosure.

5. Consider
including a risk factor regarding the pending application for forgiveness for your Small Business Administration Paycheck Protection Program
loans, if material.

Response: The
Company has included a risk factor regarding its pending application for forgiveness of its PPP loans. Please see page 14.

We are an "emerging
growth company", page 29

6. On
page 7, you state that you have elected to take advantage of the extended transition period for complying with new or revised accounting
standards. In this risk factor, you disclose that you may choose to elect to use the extended transition period for complying with
new or revised accounting standards. Please revise the risk factor to clarify whether you are taking advantage of the extended transition
period.

1185 Avenue of the Americas |
31st Floor | New York, NY | 10036

T (212) 930 9700 | F
(212) 930 9725 | WWW.SRF.LAW

    2

Response: The
Company has revised the risk factor to indicate that it has elected to use the extended transition period for complying with new or revised
accounting standards.

Business, page
41

7. We
note your disclosure that you “have already deployed DriveMod software on nine different vehicle form factors that range from stockchasers
and stand-on floor scrubbers to14-seat shuttles and 5-meter-long cargo vehicles.” Please clarify whether the software has been deployed
in a test environment or whether you have customers using the software.

Response: The
Company has revised to indicate the nature of the deployments noting that two deployments were at customer sites, one of which was
paid.

Go-to-market

Partner instead
of compete - technology, page 51

8. Here
and elsewhere you identify certain partners, including Arilou, Symboticware, Airbiquity, Formel D and First Transit. Please revise to
briefly summarize the nature of these partnerships. To the extent these partnerships are material, please revise to include a summary
of material terms of your agreements with these partners and tell us what consideration you have given to filing any such agreement as
an exhibit. Consider Item 601(b)(10) of Regulation S-K.

Response: The
Company has revised to indicate that the partnerships are mutually non-binding memoranda of understanding or partnering arrangements.

Competitive Environment,
page 52

9. Please
discuss specific competitors, if material. For example, we note that in your graphics at the beginning of the prospectus you state that
Amazon already has 100,000+ autonomous drive units currently operating at fulfillment centers.

Response: The Company has removed the reference to Amazon at the beginning of the prospectus because Amazon does not
provide competing products to our company. The
reference to Amazon’s scale of deployment was meant to serve as a market justification since Amazon is a logistics/fulfillment technology
leader that other companies will soon follow. Amazon is not deemed as a competitor since it has deployed its own internally
developed (aided by company acquisitions) autonomous drive units that are classified as autonomous mobile robots (AMR)
and do not serve the same industrial markets that we target.

The
Company has revised the Registration Statement to include specific competitors. Please see page 54 of the Registration Statement.

Management, page
55

10. Please
disclose the size of your board directors and revise the table on page 55 to identify each person that serves as a director. Furthermore,
we note that you intend to establish board committees prior to the completion of this offering. Please confirm that you will provide related
disclosure prior to effectiveness.

Response: The
Company has revised the disclosure and confirms that it will include disclosure regarding its board committees prior to effectiveness.

Involvement in
Certain Legal Proceedings, page 57

11. Please
remove the knowledge disclaimer in the first sentence of this section.

Response: The
Company has removed the disclaimer.

Principal Stockholders,
page 61

12. Please disclose
the natural person or persons who exercise the voting and/or dispositive powers with respect to the securities owned by Benchmark Capital
Partners VII, LP, Andreessen Horowitz Fund III, L.P., Redpoint Ventures IV, LP, and PI International Holdings LLC.

1185 Avenue of the Americas |
31st Floor | New York, NY | 10036

T (212) 930 9700 | F
(212) 930 9725 | WWW.SRF.LAW

    3

Response: The
Company has revised the Registration Statement to disclose the natural persons who exercise the voting and/or dispositive powers with
respect to the securities owned by Benchmark Capital Partners VII, LP, Andreessen Horowitz Fund III, L.P., Redpoint Ventures IV, LP, and
PI International Holdings LLC.

Financial Statements

14. Subsequent
Events, page F-16

13. We
note the approval, in July 2021, of the grant of options to purchase 2,692,000 shares of common stock to certain employees under the 2013
Plan. Please provide us with a chronological breakdown of the details of all stock-based compensation awards granted during 2021. Include
the fair value of the underlying stock used to value such awards. To the extent there were any significant fluctuations in the fair values,
please describe for us the factors that contributed to such fluctuations, including any intervening events within the company or changes
in your valuation assumptions or methodology.

Response: On July 26, 2021,
the Company’s Board of Directors approved the grant of options to various employees of the Company which allowed for the purchase
of an aggregate of 2,692,000 shares of common stock at an exercise price of $2.88. The fair value of the underlying stock used to value
such awards was $2.88 and was derived through an independent valuation performed by Armanino, LLP. There were no additional stock-based
compensation awards grants during 2021.

Signatures, page II-5

14. Please
revise the signature block to indicate each position in which Mr. Tal is signing this registration statement. In this regard, we note
that in addition to serving as your chief executive officer, Mr. Tal also serves on your board of directors. See Instructions 1 and 2
to Signatures of Form S-1.

Response: The
signature block has been revised.

General

15. Please
supplementally provide us with copies of all written communications, as defined in Rule 405 under the Securities Act, that you, or anyone
authorized to do so on your behalf, present to potential investors in reliance on Section 5(d) of the Securities Act, whether or not they
retain copies of the communications.

Response:
The Company will provide, to the extent used, copies of all written communications, as defined in Rule 405 under the Securities Act, that
it, or anyone authorized to do so on the Company’s behalf, present to potential investors in reliance on Section 5(d) of the Securities
Act, whether or not copies of the communications were retained. As of the date of this letter, no such written communications have been
presented to potential investors.

If you have any
questions, please contact the undersigned at (212) 930-9700.

    Very truly yours,

    /s/ Marcelle S. Balcombe

cc: Lior Tal

1185 Avenue of the Americas |
31st Floor | New York, NY | 10036

T (212) 930 9700 |
F (212) 930 9725 | WWW.SRF.LAW

4

United States securities and exchange commission logo
August 23, 2021
Lior Tal
Chief Executive Officer
Cyngn, Inc.
1015 O’Brien Dr.
Menlo Park, CA 94025
Re:Cyngn, Inc.
Draft Registration Statement on Form S-1
Submitted July 28, 2021
CIK No. 0001874097
Dear Mr. Tal:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 submitted July 28, 2021
Prospectus Summary
Company Overview, page 1
1.Please revise your summary to clearly describe the current status of your Enterprise
Autonomy Suite (EAS).  In this regard, please clarify the following:

•Describe the current developmental status of your EAS solution, including whether it
is fully developed and currently being sold and marketed to customers.  To the extent
the EAS solution is still being developed, please describe the remaining
developmental steps, the estimated costs to complete these steps and the expected
timeline for commercial deployment.

 FirstName LastNameLior Tal
 Comapany NameCyngn, Inc.
 August 23, 2021 Page 2
 FirstName LastName
Lior Tal
Cyngn, Inc.
August 23, 2021
Page 2

•Clarify whether you have any current customers of your EAS solution and whether
you have generated any revenue from the EAS solution.  To the extent you have no
current customers and have not generated any revenue from the EAS solution, please
clearly state this.

Make similar revisions, as appropriate, throughout your prospectus.
2.You discuss robotics-as-a-service (RaaS), which you define as a service-oriented business
model for using robotic systems that helps to avoid the upfront capital costs associated
with end customers buying expensive robotic assets.  Please revise to make clear whether
you will offer robotic assets as part of a RaaS offering.
3.Please provide support for your disclosure regarding the strategy of passenger AV
companies.  For example, provide support your statements that “the passenger AV
technology leaders are effectively backing themselves into a corner that will prevent them
from pursuing our target industrial markets” and “there is no foreseeable completion date
for even a single vehicle that satisfies customer needs for passenger AVs, so these leading
spenders cannot entertain distractions like adapting their technology to fragmented
industrial vehicle form factors.”
Risk Factors, page 9
4.We note your discussion of Chinese intellectual property protection and the PRC Cyber
Security Law.  Please clarify whether you have operations or customers in China.
5.Consider including a risk factor regarding the pending application for forgiveness for your
Small Business Administration Paycheck Protection Program loans, if material.
We are an "emerging growth company", page 29
6.On page 7, you state that you have elected to take advantage of the extended transition
period for complying with new or revised accounting standards.  In this risk factor, you
disclose that you may choose to elect to use the extended transition period for complying
with new or revised accounting standards.  Please revise the risk factor to clarify whether
you are taking advantage of the extended transition period.
Business, page 41
7.We note your disclosure that you “have already deployed DriveMod software on nine
different vehicle form factors that range from stockchasers and stand-on floor scrubbers
to14-seat shuttles and 5-meter-long cargo vehicles.”  Please clarify whether the software
has been deployed in a test environment or whether you have customers using the
software.

 FirstName LastNameLior Tal
 Comapany NameCyngn, Inc.
 August 23, 2021 Page 3
 FirstName LastName
Lior Tal
Cyngn, Inc.
August 23, 2021
Page 3
Go-to-market
Partner instead of compete - technology, page 51
8.Here and elsewhere you identify certain partners, including Arilou, Symboticware,
Airbiquity, Formel D and First Transit.  Please revise to briefly summarize the nature of
these partnerships.  To the extent these partnerships are material, please revise to include a
summary of material terms of your agreements with these partners and tell us what
consideration you have given to filing any such agreement as an exhibit.  Consider Item
601(b)(10) of Regulation S-K.
Competitive Environment, page 52
9.Please discuss specific competitors, if material.  For example, we note that in your
graphics at the beginning of the prospectus you state that Amazon already has 100,000+
autonomous drive units currently operating at fulfillment centers.
Management, page 55
10.Please disclose the size of your board directors and revise the table on page 55 to identify
each person that serves as a director.  Furthermore, we note that you intend to establish
board committees prior to the completion of this offering.  Please confirm that you will
provide related disclosure prior to effectiveness.
Involvement in Certain Legal Proceedings, page 57
11.Please remove the knowledge disclaimer in the first sentence of this section.
Principal Stockholders, page 61
12.Please disclose the natural person or persons who exercise the voting and/or dispositive
powers with respect to the securities owned by Benchmark Capital Partners VII, LP,
Andreessen Horowitz Fund III, L.P., Redpoint Ventures IV, LP, and PI International
Holdings LLC.
Financial Statements
14. Subsequent Events, page F-16
13.We note the approval, in July 2021, of the grant of options to purchase 2,692,000 shares
of common stock to certain employees under the 2013 Plan.  Please provide us with a
chronological breakdown of the details of all stock-based compensation awards granted
during 2021.  Include the fair value of the underlying stock used to value such awards. To
the extent there were any significant fluctuations in the fair values, please describe for us
the factors that contributed to such fluctuations, including any intervening events within
the company or changes in your valuation assumptions or methodology.

 FirstName LastNameLior Tal
 Comapany NameCyngn, Inc.
 August 23, 2021 Page 4
 FirstName LastName
Lior Tal
Cyngn, Inc.
August 23, 2021
Page 4
Signatures, page II-5
14.Please revise the signature block to indicate each position in which Mr. Tal is signing this
registration statement.  In this regard, we note that in addition to serving as your chief
executive officer, Mr. Tal also serves on your board of directors.  See Instructions 1 and 2
to Signatures of Form S-1.
General
15.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
            You may contact Joseph Kempf, Senior Staff Accountant, at (202) 551-3352 or Robert
Littlepage, Accountant Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters.  Please contact Anna Abramson, Staff
Attorney, at (202) 551-4969 or Mitchell Austin, Staff Attorney, at (202) 551-3574 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Marcelle Balcombe