SecProbe.io

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 April 9, 2025

William Santana Li
Chief Executive Officer
Knightscope, Inc.
1070 Terra Bella Avenue
Mountain View, California 94043

 Re: Knightscope, Inc.
 Registration Statement on Form S-3
 Filed April 4, 2025
 File No. 333-286404
Dear William Santana Li:

 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 Jenny O'Shanick at 202-551-8005 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: Jayun Koo
</TEXT>
</DOCUMENT>

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 filename1.htm

 Knightscope, Inc.

 1070 Terra Bella Avenue

 Mountain View, California
94043

 April 9, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance
Office of Manufacturing
Washington, D.C. 20549

 Attention: Jenny O'Shanick

 Re: Knightscope, Inc.
Registration Statement on Form S-3

 Filed on April 4, 2025

 File No. 333-286404 (the " Registration
Statement ")

 Request for Acceleration

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the
Rules and Regulations of the Securities and Exchange Commission (the " Commission ") under the Securities Act
of 1933, as amended, Knightscope, Inc. hereby respectfully requests acceleration of the effective date of the Registration Statement so
that it may become effective at 4:00 p.m., Eastern Time, on April 11, 2025, or as soon thereafter as practicable.

 Should any member of the staff
of the Commission have any questions or comments with respect to this request, please contact our counsel, Haynes and Boone, LLP, attention:
Jayun Koo, Esq. at (212) 835-4823.

 Very truly yours,

 KNIGHTSCOPE, INC.

 By:
 /s/ William Santana Li

 William Santana Li

 Chief Executive Officer and President

 cc: Rick A. Werner, Esq., Haynes and Boone, LLP

 Jayun Koo, Esq., Haynes and Boone, LLP

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Anne Parker

Industry Office Chief

Office of Manufacturing

Division of Corporation Finance

Securities and Exchange Commission Washington, DC 20549

September 29, 2023

    Re:
    Knightscope, Inc.

    Offering Statement on Form 1-A

    File No. 024-12314

Dear Ms. Parker:

On behalf of Knightscope, Inc., I hereby request qualification of the
above-referenced offering statement at 4:00 P.M., Eastern Time, on Friday, September 29, 2023, or as soon thereafter as is practicable.

Sincerely,

/s/ William Santana Li

William Santana Li

Chief Executive Officer

Knightscope, Inc.

    Cc:
     Jeanne Campanelli

    CrowdCheck Law LLP

United States securities and exchange commission logo
August 21, 2023
William Santana Li
Chairman and Chief Executive Officer
Knightscope, Inc.
1070 Terra Bella Avenue
Mountain View, CA 94043
Re:Knightscope, Inc.
Offering Statement on Form 1-A
Filed August 14, 2023
File No. 024-12314
Dear William Santana Li:
            This is to advise you that we do not intend to review your offering statement.
            We will consider qualifying your offering statement at your request. If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
            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. We also remind you that, following qualification of your Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered by the report.
            Please contact Gregory Herbers at 202-551-8028 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Jeanne Campanelli

United States securities and exchange commission logo
February 6, 2023
William Santana Li
Chief Executive Officer
Knightscope, Inc.
1070 Terra Bella Avenue
Mountain View, CA 94043
Re:Knightscope, Inc.
Registration Statement on Form S-3
Filed February 1, 2023
File No. 333-269493
Dear William Santana Li:
            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 Patrick Fullem at (202) 551-8337 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Jonathan Schulman

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February 6, 2023

VIA EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

    Re:
    Knightscope, Inc.

    Registration Statement on Form S-3

    File No. 333-269493

Ladies and Gentlemen:

Pursuant to Rule 461
under the Securities Act of 1933, as amended, Knightscope, Inc. (the “Company”) hereby requests that the effective date
of the above-captioned Registration Statement on Form S-3 (File No. 333-269493) be accelerated so that it becomes effective
at 4:00 p.m., Eastern Time, on Wednesday, February 8, 2023, or as soon thereafter as practicable, or at such later time as the
Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and
Exchange Commission.

Please call Ned Prusse of
Perkins Coie LLP, counsel to the Company, at (303) 291-2374 as soon as the Registration Statement has been declared effective.

    Respectfully submitted,

    By:
    /s/ Mallorie Burak

    Mallorie Burak

    President and Chief Financial Officer

cc: Ned Prusse (Perkins Coie LLP)

  Jonathan Schulman (Perkins Coie
LLP)

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December 7, 2022

VIA EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

 Re: Knightscope,
                                            Inc.

    Registration Statement on Form S-1

    File No. 333-268315

Ladies and Gentlemen:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Knightscope, Inc. (the “Company”) hereby requests that the effective date of the above-captioned
Registration Statement on Form S-1 (File No. 333-268315) be accelerated so that it becomes effective at 4:15 p.m., Eastern Time,
on Friday, December 9, 2022, or as soon thereafter as practicable, or at such later time as the Company or its counsel may orally request
via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission.

Please call Ned Prusse of
Perkins Coie LLP, counsel to the Company, at (303) 291-2374 as soon as the Registration Statement has been declared effective.

  Respectfully submitted,

 By: /s/ Mallorie Burak

  Mallorie Burak

  Chief Financial Officer

cc: Ned Prusse (Perkins Coie LLP)

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   Confidential
                                            Treatment Requested

                                            by Knightscope, Inc.

CERTAIN PORTIONS OF THIS LETTER HAVE BEEN
                                            OMITTED AND CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO SUCH PORTIONS. INFORMATION
                                            THAT WAS OMITTED HAS BEEN NOTED IN THIS LETTER WITH A PLACEHOLDER IDENTIFIED BY THE MARK
                                            “[***]”.

December 5, 2022

VIA EDGAR

Ms. Erin Donahue

Mr. Jay Ingram

Division of Corporation Finance

Office of Manufacturing

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re; Knightscope, Inc.

  Registration Statement on Form S-1

  Filed November 10, 2022

  File No. 333-268315

Dear Ms. Donahue and Mr. Ingram:

On behalf
of Knightscope, Inc. (the “Company”), we submit this response to the letter of the staff of the Division of Corporation Finance
Office of Manufacturing (the “Staff”) of the Securities and Exchange Commission (the “Commission”) dated November
23, 2022 (the “Comment Letter”) relating to the Registration Statement on Form S-1 (File No. 333-268315)
(the “Registration Statement”), filed by the Company with the Commission on November 10, 2022.

For convenience, the text of the comment from the Comment Letter is
set forth below in bold, followed by the Company’s response.

CASE Acquisition, page 1

 1. We note that you have not provided financial statements or pro forma financial information for your acquisition of CASE Emergency
Systems. Please provide us with your significance calculations under Rule 3-05 of Regulation S-X.

Response: The Company respectfully advises the Staff that it
considered the requirements of Rule 3-05 and Article 11 of Regulation S-X and determined that it was not required to include audited financial
statements of, and pro forma financial information relating to the acquisition of, CASE Emergency Systems (“CASE”) in the
Registration Statement. The acquisition of CASE constituted an acquisition of a “business” within the meaning of Rule 11-01(d)
of Regulation S-X. The Company compared (i) the amount of the Company’s investment in CASE, against the Company’s market capitalization
(the “Investment Test”); (ii) the total assets of CASE as of December 31, 2021, against the Company’s total consolidated
assets as of December 31, 2021 (the “Asset Test”); and (iii) the lower of (a) the revenue of CASE for the year ended December
31, 2021, against the Company’s consolidated revenue for the year ended December 31, 2021 (the “Revenue Component”)
and (b) the absolute value of the pre-tax income or loss, as applicable, of CASE for the year ended December 31, 2021, against the absolute
value of the Company’s pre-tax income or loss, as applicable, for the year ended December 31, 2021 (the “Income Component”
and, together with the Revenue Component, the “Income Test”).

   Confidential
                                            Treatment Requested

                                            by Knightscope, Inc.

The Company respectfully advises the Staff that, while its acquisition
of CASE met the threshold to be considered a significant acquisition pursuant to Rule 3-05 or Article 11 of Regulation S-X under the Asset
Test, because the results of the Asset Test were below the 50% significance level as applied to the acquisition of a “business,”
as shown in the table below, no audited financial statements are required in a registration statement for the acquisition of CASE until
75 days following the consummation of the acquisition, as permitted by Rule 3-05(b)(4)(i) of Regulation S-X. Accordingly, assuming the
Staff is satisfied with the Company’s response herein and subsequently permits the Company to request acceleration of the effectiveness
of the Registration Statement such that the Company can file the prospectus for the offering contemplated by the Registration Statement
prior to December 30, 2022, the Company will not be required to include audited financial statements of, and pro forma financial information
relating to the acquisition of, CASE in the Registration Statement. Furthermore, the Company confirms to the Staff that it will file the
required financial information by amendment to the Company’s Current Report on Form 8-K announcing the closing of the acquisition
of CASE that was filed with the Commission on October 20, 2022 (the “Initial Form 8-K”), not later than 71 calendar days after
the due date for the Initial Form 8-K.

The Company’s calculations of the significance tests for the
CASE acquisition are as follows (dollars in thousands):

    Investment Test - 9.7%
    Asset Test - [***]%
    Income Test - [***]%

    Investment Test:
    Total investment in CASE

    $6,720.0
    =
    9.7%

    Aggregate worldwide market value of the Company’s voting and non-voting common equity1

    $69,077.0

    Asset Test:
    Total assets of CASE as of December 31, 2021

    $[***]
    =
    [***]%

    Total assets of the Company as of December 31, 2021

    $17,580.0

    Income Test2

    Income Component:

    Pre-tax income of CASE for the year ended December 31, 2021

    $[***]
    =
    [***]%

    Pre-tax loss of the Company for the year ended December 31, 2021

    $43,843.0

* * * *

1 Calculated using the average of the
daily closing price of the Company’s shares of Class A common stock for the last five trading days of the Company’s most
recently completed month ending prior to date of the definitive acquisition agreement.

2 As discussed above, the Income Test
is equal to the lower of the Income Component and the Revenue Component. The Revenue Component was determined as follows: a quotient
obtained by dividing (i) the revenue of CASE for the year ended December 31, 2021, which was equal to $[***], by (ii) the consolidated
revenue of the Company for the year ended December 31, 2021, which was equal to $3,407.0, resulting in the Revenue Component equaling
[***]%. However, because the Income Component is [***]% and lower than the Revenue Component, the Income Test is determined by the Income
Component and not significant.

   Confidential
                                            Treatment Requested

                                            by Knightscope, Inc.

If we can facilitate the Staff’s review, or if the Staff has
any questions on any of the information set forth herein, please telephone me at (303) 291-2374. Thank you again for your time and consideration.

 Respectfully submitted,

  By: /s/ Ned A. Prusse

  Name: Ned A. Prusse

 cc: Mallorie Burak, Chief Financial Officer (Knightscope, Inc.)

    David Dedyo (Perkins Coie LLP)

United States securities and exchange commission logo
November 23, 2022
Mallorie Burak
Chief Financial Officer
Knightscope, Inc.
1070 Terra Bella Avenue
Mountain View, California 94043
Re:Knightscope, Inc.
Registration Statement on Form S-1
Filed November 10, 2022
File No. 333-268315
Dear Mallorie Burak:
            We have limited our review of your registration statement to those issues we have
addressed in our 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.
Form S-1 filed November 10, 2022
CASE Acquisition, page 1
1.We note that you have not provided financial statements or pro forma financial
information for your acquisition of CASE Emergency Systems.  Please provide us with
your significance calculations under Rule 3-05 of Regulation S-X.
            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.

 FirstName LastNameMallorie Burak
 Comapany NameKnightscope, Inc.
 November 23, 2022 Page 2
 FirstName LastName
Mallorie Burak
Knightscope, Inc.
November 23, 2022
Page 2
            Please contact Erin Donahue at 202-551-6063 or Jay Ingram at 202-551-3397 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

United States securities and exchange commission logo
January 25, 2022
William Santana Li
Chief Executive Officer
Knightscope, Inc.
1070 Terra Bella Avenue
Mountain View, CA 94043
Re:Knightscope, Inc.
Offering Statement on Form 1-A
Filed on January 21, 2022
File No. 024-11680
Dear Mr. Li:
            This is to advise you that we do not intend to review your amendment.
            We will consider qualifying your offering statement at your request. If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
            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 Bradley Ecker at (202)-551-4985 with any questions.

Sincerely,
Division of Corporation Finance
Office of Manufacturing

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Office of Manufacturing

Division of Corporation Finance

Securities and Exchange Commission Washington, DC 20549

January 25, 2022

  Re:
  Knightscope, Inc.

Post-Qualification Amendment to Offering
Statement on Form 1-A

File No. 024-11680

Ladies and Gentlemen:

On behalf of Knightscope, Inc., I hereby request qualification of the
above-referenced offering statement at 4:00 P.M., Eastern Time, on Tuesday, January 25, 2022, or as soon thereafter as is practicable.

    Sincerely,

    /s/
    William Santana Li

    William
    Santana Li

    Chief
    Executive Officer

    Knightscope,
    Inc.

  Cc:
  Jeanne Campanelli

CrowdCheck Law LLP

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Office of Manufacturing

Division of Corporation Finance

Securities and Exchange Commission

Washington, DC 20549

January 21, 2022

 Re: Knightscope, Inc.

Post-Qualification Amendment to Offering
Statement on Form 1-A

File No. 024-11680

Ladies and Gentlemen:

On behalf of Knightscope, Inc., I hereby withdraw the Company’s
request to qualify the above-referenced offering statement previously filed with the Commission.

Sincerely,

/s/ William Santana Li

William Santana Li

Chief Executive Officer

Knightscope, Inc.

 Cc: Jeanne Campanelli

CrowdCheck Law LLP

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Office of Manufacturing

Division of Corporation Finance

Securities and Exchange Commission

Washington, DC 20549

January 21, 2022

Re: Knightscope, Inc.

Post-Qualification Amendment to Offering
Statement on Form 1-A

File No. 024-11680

Ladies and Gentlemen:

On behalf of Knightscope, Inc., I hereby request qualification of the
above-referenced offering statement at 2:00 P.M., Eastern Time, on Tuesday, January 25, 2022, or as soon thereafter as is practicable.

Sincerely,

/s/ William Santana Li

William Santana Li

Chief Executive Officer

Knightscope, Inc.

Cc:  Jeanne Campanelli

CrowdCheck Law LLP

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Office of Manufacturing

Division of Corporation Finance

Securities and Exchange Commission

Washington, DC 20549

November 24, 2021

    Re:
    Knightscope, Inc.

    Offering Statement on Form 1-A

    File No. 024-11680

Ladies and Gentlemen:

On behalf of Knightscope, Inc., I hereby request qualification of the
above-referenced offering statement at 4:00 P.M., Eastern Time, on Monday, November 29, 2021, or as soon thereafter as is practicable.

Sincerely,

/s/ William Santana Li

William Santana Li

Chief Executive Officer

Knightscope, Inc.

    Cc:
    Jeanne Campanelli

    CrowdCheck Law LLP

United States securities and exchange commission logo
October 19, 2021
William Santana Li
Chief Executive Officer
Knightscope, Inc.
1070 Terra Bella Avenue
Mountain View, CA 94043
Re:Knightscope, Inc.
Offering Statement on Form 1-A
Filed October 15, 2021
File No. 024-11680
Dear Mr. Li:
            This is to advise you that we do not intend to review your offering statement.
            We will consider qualifying your offering statement at your request. If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
            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. We also remind you that, following qualification of your Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered by the report.
            Please contact Bradley Ecker at (202)-551-4985 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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Anne Nguyen Parker

Chief

Office of Manufacturing

Division of Corporation Finance

Securities and Exchange Commission Washington,
DC 20549

October 19, 2020

 Re: Knightscope, Inc.

Offering Statement on Form 1-A

File No. 024-11238

Dear Ms. Parker:

On behalf of Knightscope, Inc., I hereby request qualification
of the above-referenced offering statement at 12 noon, Eastern Time, on Wednesday, October 21, 2020, or as soon thereafter as is
practicable.

Sincerely,

/s/ William Santana Li

William Santana Li

Chief Executive Officer

Knightscope, Inc.

 Cc: Jeanne Campanelli, Esq.

CrowdCheck Law LLP

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October 2, 2020

Ms. Anne Nguyen Parker

Office Chief

Office of Manufacturing

Division of Corporation Finance

Securities and Exchange Commission

Washington DC 20549

 Re: Knightscope, Inc.

Amendment No. 2 to

Offering Statement on Form 1-A

Filed September 18, 2020

File No. 024-11238

Dear Ms. Parker:

We acknowledge receipt of the comments in your letter
dated September 29, 2020 regarding the Offering Statement of Knightscope, Inc. (the “Company”), which we have set out
below, together with our responses.

Amendment No. 2 to Form 1-A filed September
18, 2020

Cover Page

 1. It appears that the aggregate offering price of this
offering plus the aggregate sales attributable to all the securities sold within the past 12 months exceeds $50 million. Please
refer to Rule 251(a) of Regulation A and General Instruction I to Form 1-A, and reduce the amount of securities offered to not
exceed $50 million.

The Company has reduced
the amount of securities offered and revised the “Dilution” and “Use of Proceeds” sections of the Offering
Circular accordingly.

Dilution, page 12

 2. We have read your response to prior comment 1 and the updated disclosure in your amendment. Please
revise your disclosure to calculate dilution using net tangible book value rather than tangible book value. You may refer to Item
506 of Regulation S-K. Further, since you have not provided June 30, 2020 financial information in your filing, please provide
the supporting financial information that you used in your calculation.

The Company has revised
the disclosure to use net tangible book value based on the unaudited data filed in its semiannual report on Form 1-SA. In addition,
the Company has updated the disclosure to include June 30, 2020 unaudited financial statements and financial information.

Thank you again for the opportunity to respond to
your questions to the Offering Statement of Knightscope, Inc. If you have additional questions or comments, please contact me at
jeanne@crowdchecklaw.com.

Sincerely,

/s/ Jeanne Campanelli

Jeanne Campanelli

Partner

CrowdCheck Law LLP

 cc: William Santana Li

Chief Executive
Officer

Knightscope,
Inc.

United States securities and exchange commission logo
September 29, 2020
William Santana Li
Chief Executive Officer
Knightscope, Inc.
1070 Terra Bella Avenue
Mountain View, CA 94043
Re:Knightscope, Inc.
Amendment No. 2 to
Offering Statement on Form 1-A
Filed September 18, 2020
File No. 24-11238
Dear Mr. Li:
            We have reviewed your amended offering statement and have the following
comments.  In some of our comments we may ask you to provide us information so that we may
better understand your disclosure.
            Please respond to this letter by amending your offering statement and providing the
requested information.  If you do not believe that our comments apply to your facts and
circumstances or do not believe that an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your offering statement and the information that you
provide in response to these comments, we may have additional comments.
Amendment 2 to Offering Statement on Form 1-A filed September 18, 2020
Cover Page
1.It appears that the aggregate offering price of this offering plus the aggregate sales
attributable to all the securities sold within the past 12 months exceeds $50 million.
Please refer to Rule 251(a) of Regulation A and General Instruction I to Form 1-A, and
reduce the amount of securities offered to not exceed $50 million.
Dilution, page 12
2.We have read your response to prior comment 1 and the updated disclosure in your
amendment.  Please revise your disclosure to calculate dilution using net tangible book
value rather than tangible book value.  You may refer to Item 506 of Regulation S-K.

 FirstName LastNameWilliam Santana Li
 Comapany NameKnightscope, Inc.
 September 29, 2020 Page 2
 FirstName LastName
William Santana Li
Knightscope, Inc.
September 29, 2020
Page 2
Further, since you have not provided June 30, 2020 financial information in your filing,
please provide the supporting financial information that you used in your calculation.
            You may contact Melinda J. Hooker, Staff Accountant, at (202) 551-3732 or W. John
Cash, Accounting Branch Chief, at (2020) 551-3768 if you have questions regarding comments
on the financial statements and related matters.  Please contact Edward M. Kelly, Senior
Counsel, at (202) 551-3728 or Erin M. Purnell, Senior Counsel, at (202) 551-3454 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Jeanne Campanelli, Esq.

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September 18, 2020

Ms. Anne Nguyen Parker

Office Chief

Office of Manufacturing

Division of Corporation Finance

Securities and Exchange Commission

Washington DC 20549

 Re: Knightscope, Inc.

Amendment No. 1 to

Offering Statement on Form 1-A

Filed July 17, 2020

File No. 024-11238

Dear Ms. Parker:

We acknowledge receipt of the comments in your letter
dated July 30, 2020 regarding the Offering Statement of Knightscope, Inc. (the “Company”), which we have set out below,
together with our responses.

Amendment No. 1 to Form 1-A filed July 17,
2020

Dilution, page 12

 1. Given that there appears to be a material dilution of
the purchasers' equity interest, please disclose the following:

 · The net tangible book value per share before and after the distribution;

 · The amount of the increase in the net tangible book value per share attributable to the cash payments
made by purchasers of the shares being offered; and

 · The amount of the immediate dilution from the public offering price which will be absorbed by the purchasers.

The
Company has added an additional table setting out the information requested by the Staff.

Series S Preferred Regulation A Offering, page
25

 2. Disclosure in the supplement that you filed under Rule
253(g)(2) of Regulation A on July 20, 2020 indicates that this offering will terminate on July 22, 2020. If this offering has
terminated, revise the disclosure to reflect its termination. Alternatively, if this offering has not terminated, revise the disclosure
to indicate that this offering will be closed or terminated on a date before the offering statement under review is qualified.
In addition, please confirm that you have updated Part I, Item 4 to reflect the final portion of the aggregate offering price
attributable to all the securities sold under a qualified offering statement within the 12 months before the qualification of
this offering statement.

The Company has revised
the disclosure to state that the offering has terminated. The Company confirms that at the time it filed Amendment No.1 it had
updated Part I, Items 1, 4 and 6 to reflect closings held through the date of filing. The Company notes that it was advised by
StartEngine Primary that clearance and settlement of subscriptions received through the termination date would take several weeks
to complete and that all subscriptions have closed. As a result, the data in Part I and on page 25 reflect subscriptions settled
as of September 8, 2020, when the final closing took place.

Market and Business Model

Note 8: Related parties and related party transactions,
page 17

 3. We note that you produced video advertisements that encouraged
viewers to join the company before July 20, 2020. Please provide your analysis on how the advertisements complied with Rule 251(d)(1)(iii).

We assume you are referring
to a video that appeared on YouTube. The Company believes that it complied with the rule since at the time the video ran, the URL
www.securityrobot.com, contained a hyperlink to the offering circular.

Thank you again for the opportunity to respond to
your questions to the Offering Statement of Knightscope, Inc. If you have additional questions or comments, please contact me at
jeanne@crowdchecklaw.com.

Sincerely,

/s/ Jeanne Campanelli

Jeanne Campanelli

Partner

CrowdCheck Law LLP

 cc: William Santana Li

Chief Executive
Officer

Knightscope,
Inc.

United States securities and exchange commission logo
July 30, 2020
William Santana Li
Chief Executive Officer
Knightscope, Inc.
1070 Terra Bella Avenue
Mountain View, CA 94043
Re:Knightscope, Inc.
Amendment No. 1 to
Offering Statement on Form 1-A
Filed July 17, 2020
File No. 24-11238
Dear Mr. Li:
            We have reviewed your amended offering statement and have the following
comments.  In some of our comments we may ask you to provide us information so that we may
better understand your disclosure.
            Please respond to this letter by amending your offering statement and providing the
requested information.  If you do not believe that our comments apply to your facts and
circumstances or do not believe that an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your offering statement and the information that you
provide in response to these comments, we may have additional comments.
Amendment No. 1 to Form 1-A filed July 17, 2020
Dilution, page 12
1.Given that there appears to be a material dilution of the purchasers' equity interest, please
disclose the following:
•The net tangible book value per share before and after the distribution;
•The amount of the increase in the net tangible book value per share attributable to the
cash payments made by purchasers of the shares being offered; and
•The amount of the immediate dilution from the public offering price which will be
absorbed by the purchasers.

 FirstName LastNameWilliam Santana Li
 Comapany NameKnightscope, Inc.
 July 30, 2020 Page 2
 FirstName LastName
William Santana Li
Knightscope, Inc.
July 30, 2020
Page 2
Series S Preferred Regulation A Offering, page 25
2.Disclosure in the supplement that you filed under Rule 253(g)(2) of Regulation A on July
20, 2020 indicates that this offering will terminate on July 22, 2020.  If this offering has
terminated, revise the disclosure to reflect its termination.  Alternatively, if this offering
has not terminated, revise the disclosure to indicate that this offering will be closed
or terminated on a date before the offering statement under review is qualified.  In
addition, please confirm that you have updated Part I, Item 4 to reflect the final portion of
the aggregate offering price attributable to all the securities sold under a qualified offering
statement within the 12 months before the qualification of this offering statement.
3.We note that you produced video advertisements that encouraged viewers to join the
company before July 20, 2020.  Please provide your analysis on how the advertisements
complied with Rule 251(d)(1)(iii).
            You may contact Melinda J. Hooker, Staff Accountant, at (202) 551-3732 or W. John
Cash, Accounting Branch Chief, at (202) 551-3768 if you have questions regarding comments on
the financial statements and related matters.  Please contact Edward M. Kelly, Senior Counsel, at
(202) 551-3728 or Erin M. Purnell, Senior Counsel, at (202) 551-3454 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Jeanne Campanelli, Esq.

CORRESP
1
filename1.htm

July 17, 2020

Ms. Anne Nguyen Parker

Office Chief

Office of Manufacturing

Division of Corporation Finance

Securities and Exchange Commission

Washington DC 20549

 Re: Knightscope, Inc.

Offering
Statement on Form 1-A

Filed
June 15, 2020

File
No. 024-11238

Dear Ms. Parker:

We acknowledge receipt of the comments in your letter
dated July 8, 2020 regarding the Offering Statement of Knightscope, Inc. (the “Company”), which we have set out below,
together with our responses.

Offering Statement on Form 1-A filed June
15, 2020

Dilution, page 12

 1. Please revise your filing to provide dilution disclosures
required by Part II, Item 4 of Form 1-A.

The Company believes that
the disclosure in “Dilution” already meets the requirements of Item 4 of Form 1-A since it sets forth the effective
cash price of all existing securities, including options that entitle holders to acquire securities of the Company. The Company
has added disclosure to the introduction to the table and to note (5) to the table to reinforce the point that officers, directors,
promoters and affiliated persons are included in the term “stockholders”. The Company has also added a sentence at
the end of the introductory paragraph to indicate that no officers, directors, promoters or affiliated persons have acquired
any shares of the Company in the past year.

The Company's Business

Overview, page 15

 2. We note that you reference data gathered by the Huntington
Police Department. Please provide context for the information, such as the time period covered by the findings. In addition, please
file the compiled data as an exhibit to your offering statement as well as a consent to use the data. Refer to paragraph 11 of
Part II, Item 17 of Form 1-A.

The
Company has revised the disclosure to state that it compares data gathered between June and December 2018, prior to the
deployment of an ADM, with data gathered between June and December 2019, while the ADM was deployed. The data was derived
from public data and was the subject of a number of news articles and a press release issued by the Company with the
permission of the Huntington Park Police Department:
https://www.businesswire.com/news/home/20200128005295/en/Knightscope-Technology-Credited-Reducing-Crime . There is no formal
report that can be filed as an exhibit. Furthermore, since the data is already public, the Company does not believe that
there is a need to file a consent of the Huntington Park Police Department to be named as an expert in the Offering
Statement.

Market and Business Model

Note 8: Related parties and related party transactions,
page 17

 3. Advise what consideration you have given to filing as
an exhibit your arrangement with Konica Minolta, Inc. to train your technicians to service, maintain, and support your machines
in network and assist in your nationwide scaling efforts. Please refer to paragraph 6 of Part II, Item 17 of Form 1-A.

The
Company notes that the contract with Konica Minolta is one in which the Company trains the technicians of Konica Minolta to
repair the Company’s machines-in-network, rather than Konica Minolta providing the training. The Company does not
consider the arrangement with Konica Minolta to be a material contract since it is an ordinary course contract on which the
Company is not substantially dependent. The Company notes that when it cannot employ the services of a Konica Minolta
technician, it has sent its own technicians or has hired other technicians that its employees are able to instruct remotely.
The Company has added disclosure to that effect in the Offering Circular.

Compensation of Directors
and Executive Officers, page 31

 4. Please add your former chief financial officer to the
table, or confirm that you are not required to do so in accordance with the criteria set out in Part II, Item 11 of Form 1-A.

The Company has added
its former chief financial officer to the table and noted that her compensation reflects compensation through November 22,
2019.

Security Ownership of Management and Certain Stockholders,
page 32

 5. Please add all of your executive officers to the group
of officers and directors identified in this table. Please refer to Part II, Item 12(a)(1) of Form 1-A.

The
Company has added the number of shares of Class B Common Stock issuable upon exercise of vested options owned by Mercedes Soria
and Aaron Lehnhardt to the Class B Common Stock row in the table. As stated in note (3) to the table, none of the Company’s
officers and directors own shares of any series of preferred stock and the table therefore does not contain any rows showing that.

Securities Being Offered

General, page 33

 6. Disclosure that there are 16,575 shares of Series m-3
preferred stock outstanding is inconsistent with disclosure in Part I of the Form 1-A that there are 16,757 shares of Series m-3
preferred stock outstanding. Please reconcile the disclosures.

The Company has fixed the
typo in “Securities Being Offered.”

Forum Selection Provisions, page 40

 7. We note the disclosure that the state and federal courts
in the state of Delaware are the exclusive forum for all actions or proceedings relating to the subscription agreement. Revise
the disclosure to make clear whether the provision applies to actions arising under the Securities Act or the Exchange Act. We
note that Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or
liability created by the Exchange Act or its rules and regulations, and Section 22 of the Securities Act creates concurrent jurisdiction
for federal and state courts over all suits brought to enforce any duty or provision created by the Securities Act or its rules
and regulations. If the provision applies to Securities Act claims, revise the disclosure to state that there is uncertainty on
whether a court would enforce the provision and that investors cannot waive compliance with the federal securities laws and their
rules and regulations. In addition, describe clearly any risks or other impacts on investors. If the provision does not apply
to actions arising under the Securities Act or the Exchange Act, ensure that the disclosure here and in Section 6 of the subscription
agreement states this clearly.

The Company has revised
the disclosure to make clear that the provision does apply to actions under the Securities Act and the Exchange Act. As a result,
the Company has not revised the subscription agreement. The Company has also added a risk factor discussing the risks or other
impacts on investors.

    2

Exhibit 12.1

Legality Opinion, page 1

 8. Given that the legality opinion is part of the offering
statement, please remove the disclaimer that counsel is giving no opinion regarding the truth, accuracy, or completeness of the
offering statement.

The paragraph has been removed from the opinion that is filed as an exhibit to Amendment
No. 1 to the Offering Statement.

Thank you again for the opportunity to respond to
your questions to the Offering Statement of Knightscope, Inc. If you have additional questions or comments, please contact me at
jeanne@crowdchecklaw.com.

Sincerely,

/s/ Jeanne Campanelli

Jeanne Campanelli

Partner

CrowdCheck Law LLP

 cc: William Santana Li

Chief Executive
Officer

Knightscope,
Inc.

    3

United States securities and exchange commission logo
July 8, 2020
William Santanu Li
Chief Executive Officer
Knightscope, Inc.
1070 Terra Bella Avenue
Mountain View, CA 94043
Re:Knightscope, Inc.
Offering Statement on Form 1-A
Filed June 15, 2020
File No. 24-11238
Dear Mr. Li:
            We have reviewed your offering statement and have the following comments.  In some of
our comments we may ask you to provide us information so that we may better understand your
disclosure.
            Please respond to this letter by amending your offering statement and providing the
requested information.  If you do not believe that our comments apply to your facts and
circumstances or do not believe that an amendment is appropriate, please tell us why in your
response.  After reviewing any amendment to your offering statement and the information that
you provide in response to these comments, we may have additional comments.
Offering Statement on Form 1-A filed June 15, 2020
Dilution, page 12
1.Please revise your filing to provide dilution disclosures required by Part II, Item 4 of Form
1-A.
The Company's Business
Overview, page 15
2.We note that you reference data gathered by the Huntington Police Department.  Please
provide context for the information, such as the time period covered by the findings.  In
addition, please file the compiled data as an exhibit to your offering statement as well as a
consent to use the data.  Refer to paragraph 11 of Part II, Item 17 of Form 1-A.

 FirstName LastNameWilliam Santanu Li
 Comapany NameKnightscope, Inc.
 July 8, 2020 Page 2
 FirstName LastName
William Santanu Li
Knightscope, Inc.
July 8, 2020
Page 2
Market and Business Model
Note 8: Related parties and related party transactions, page 17
3.Advise what consideration you have given to filing as an exhibit your arrangement with
Konica Minolta, Inc. to train your technicians to service, maintain, and support your
machines in network and assist in your nationwide scaling efforts.  Please refer
to paragraph 6 of Part II, Item 17 of Form 1-A.
Compensation of Directors and Executive Officers, page 31
4.Please add your former chief financial officer to the table, or confirm that you are not
required to do so in accordance with the criteria set out in Part II, Item 11 of Form 1-A.
Security Ownership of Management and Certain Stockholders, page 32
5.Please add all of your executive officers to the group of officers and directors identified in
this table.  Please refer to Part II, Item 12(a)(1) of Form 1-A.
Securities Being Offered
General, page 33
6.Disclosure that there are 16,575 shares of Series m-3 preferred stock outstanding is
inconsistent with disclosure in Part I of the Form 1-A that there are 16,757 shares of
Series m-3 preferred stock outstanding.  Please reconcile the disclosures.
Forum Selection Provisions, page 40
7.We note the disclosure that the state and federal courts in the state of Delaware are the
exclusive forum for all actions or proceedings relating to the subscription agreement.
Revise the disclosure to make clear whether the provision applies to actions arising under
the Securities Act or the Exchange Act.  We note that Section 27 of the Exchange Act
creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability
created by the Exchange Act or its rules and regulations, and Section 22 of the Securities
Act creates concurrent jurisdiction for federal and state courts over all suits brought to
enforce any duty or provision created by the Securities Act or its rules and regulations.  If
the provision applies to Securities Act claims, revise the disclosure to state that there is
uncertainty on whether a court would enforce the provision and that investors cannot
waive compliance with the federal securities laws and their rules and regulations.  In
addition, describe clearly any risks or other impacts on investors.  If the provision does not
apply to actions arising under the Securities Act or the Exchange Act, ensure that the
disclosure here and in Section 6 of the subscription agreement states this clearly.

 FirstName LastNameWilliam Santanu Li
 Comapany NameKnightscope, Inc.
 July 8, 2020 Page 3
 FirstName LastName
William Santanu Li
Knightscope, Inc.
July 8, 2020
Page 3
Exhibit 12.1
Legality Opinion, page 1
8.Given that the legality opinion is part of the offering statement, please remove the
disclaimer that counsel is giving no opinion regarding the truth, accuracy, or completeness
of the offering statement.
            We will consider qualifying your offering statement at your request.  If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements before qualification.
            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.  We also remind you that, following qualification of your Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered by the report.
            You may contact Melinda J. Hooker, Staff Accountant, at (202) 551-3732 or W. John
Cash, Accounting Branch Chief, at (202) 551-3768 if you have questions regarding comments on
the financial statements and related matters.  Please contact Edward M. Kelly, Senior Counsel, at
(202) 551-3728 or Erin M. Purnell, Senior Counsel, at (202) 551-3454 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Jeanne Campanelli, Esq.

June 13, 2019
William Santana Li
Chief Executive Officer
Knightscope, Inc.
1070 Terra Bella Avenue
Mountain View, CA 94043
Re:Knightscope, Inc.
Offering Circular on Form 1-A
Filed on May 21, 2019
File no. 024-11004
Dear Mr. Santana Li:
            We have reviewed your offering 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 offering 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 offering statement and the information you
provide in response to these comments, we may have additional comments.
Part II and III of the Offering Circular
Summary, page 3
1.Please revise to include the conversion ratio for your Series S Preferred shares.
2.Please confirm, if accurate, that there are no shares of Class A common stock presently
outstanding.
The holders of the Shares may be further diluted by, or your liquidation preference may become
junior to, subsequent offerings., page 8
3.Please revise your risk factor to specifically reference your concurrent offering of Series S
Preferred Shares under the exemption from registration provided by Regulation D.
The company is controlled by its officers and other stockholders., page 15
4.Please revise to quantify the percentage control held by Mr. Santana Li and Ms. Stephens.

 FirstName LastNameWilliam Santana Li
 Comapany NameKnightscope, Inc.
 June 13, 2019 Page 2
 FirstName LastName
William Santana Li
Knightscope, Inc.
June 13, 2019
Page 2
            We will consider qualifying your offering statement at your request.  If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
            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.  We also remind you that, following qualification of your Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered by the report.
            You may contact Robert Shapiro, Senior Staff Accountant, at 202-551-3273, or Robert S.
Littlepage, Accounting Branch Chief, at 202-551-3361, if you have questions regarding
comments on the financial statements and related matters.  Please contact Paul Fischer, Staff
Attorney, at 202-551-3415, or Celeste M. Murphy, at 202-551-3257, with any other questions.
Sincerely,
Division of Corporation Finance
Office of Telecommunications
cc:       Mariya Pivtoraiko

CORRESP
1
filename1.htm

Larry Spirgel

Assistant Director

Office of Technologies

Division of Corporation Finance

Securities and Exchange Commission

Washington DC 20549

December 21, 2016

 Re: Knightscope, Inc.

Offering Statement on Form 1-A

Filed November 7, 2016

File No. 024-10633

Dear Mr. Spirgel:

On behalf of Knightscope, Inc. (the “Company”),
I hereby request qualification of the above-referenced offering statement at 5:00 p.m., Eastern Time, on December 23, 2016, or
as soon thereafter as is practicable.

In making this request, the Company acknowledges that:

 · Should the Commission or the staff, acting pursuant to delegated authority,
qualify the filing, it does not foreclose the Commission from taking any action with respect to the filing;

 · The action of the Commission or the staff, acting pursuant to delegated
authority, in qualifying the filing, does not relieve the Company from its full responsibility from the adequacy and accuracy of
the disclosure in the filing; and

 · The Company may not assert staff comments and/or qualification as
a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Sincerely,

/s/ William Santana Li

William Santana Li

Chief Executive Officer

Knightscope, Inc.

CORRESP
1
filename1.htm

Larry Spirgel

Assistant Director

Office of Technologies

Division of Corporation Finance

Securities and Exchange Commission

Washington DC 20549

December 7, 2016

 Re: Knightscope, Inc.

Offering Statement on Form 1-A

Filed November 7, 2016

File No. 024-10633

Dear Mr. Spirgel:

We acknowledge receipt of comments in your letter of November
28, 2016, which we have set out below, together with the company’s responses.

Part II and III - Preliminary Offering Circular

1. The final price of the offering may be provided in a supplement
after qualification; however, a range or estimated price to the public must be included in the preliminary circular. See Section
253 of Regulation A. Please revise accordingly.

We have added disclosure regarding the
price to public to the preliminary offering circular.

Use of Proceeds, page 11

2. You indicate that your offering will be conducted on a “best-efforts”
basis. Please revise your disclosures throughout to discuss how the amount and use of proceeds will be affected if you only sell
25%, 50% and 75% of the shares being offered (in addition to the information you have provided for a 100% sale).

We have revised the disclosure to reflect
the impact to the company of selling less than the maximum number of shares.

Sincerely,

/s/ Jeanne Campanelli

Jeanne Campanelli

Partner

KHLK LLP

cc: William Santana Li

Knightscope, Inc.

Mail Stop 3720

November 28, 2016

William Santana Li
Chief Executive Officer
Knightscope, Inc.
1070 Terra Bella Avenue
Mountain View, CA 94043

Re: Knightscope, Inc.
Offering Statement  on Form 1-A
Filed  November 7, 2016
  File No. 024-10633

Dear Mr. Li :

 We have reviewed your offering 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 offering 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 te ll us why in your
response.  After reviewing any amendment to your offering statement and the information you
provide in response to these comments, we may have additional comments.

Part II and III - Preliminary Offering Circular

1. The final price of the o ffering may be provided in a supplement after qualification;
however, a range or estimated price to the public must be included in the preliminary
circular.  See Section 253 of Regulation A.  Please revise accordingly.

Use of Proceeds, page 11

2. You indica te that your offering will be conducted on a “best -efforts” basis.  Please revise
your disclosures throughout to discuss how the amount and use of proceeds will be
affected if you only sell 25%, 50% and 75% of the shares being offered (in addition to the
information you have provided for a 100% sale).

William Santana Li
Knightscope,  Inc.
November 28, 2016
Page 2

 We will consider qualifying your offering statement at your request .  If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has n o objections to the compensation arrangements prior to
qualification.

 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.

You may contact Inessa Kessman, Staff Accountant , at (202) 551 -3371  or Terry French,
Accounting Branch Chief , at (202) 551 -3828  if you have questions regarding comments on the
financial statements and related matters.  Please contact Courtney Lindsay, Staff Attorney , at
(202) 551 -7237  or me at (202) 551 -3815  with any other questions.

Sincerely,

/s/ Larry Spirgel

Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

Cc: Jeanne Campanelli
 KHLK LLP