SecProbe.io

CORRESP
1
filename1.htm

May 13, 2026

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Re: Serve Robotics Inc.

Registration Statement on Form S-3

    File No. 333-295746

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated
under the Securities Act of 1933, as amended, the undersigned registrant, Serve Robotics Inc., a Delaware corporation (the “Registrant”),
hereby requests that the above-referenced Registration Statement on Form S-3 (the “Registration Statement”) be declared
effective at 4:00 p.m., Eastern Time, on May 14, 2026 or as soon as practicable thereafter. Once the Registration Statement has been declared
effective, please orally confirm that event with our counsel, Orrick, Herrington & Sutcliffe LLP, by calling Albert Vanderlaan at
(617) 880-2219.

The Registrant hereby authorizes
Albert Vanderlaan of Orrick, Herrington & Sutcliffe LLP to orally modify or withdraw this request for acceleration.

Thank you for your assistance
in this matter.

    Kind regards,

    SERVE ROBOTICS INC.

    By:
    /s/ Brian Read

    Name:
    Brian Read

    Title:
    Chief Financial Officer

cc:	Albert Vanderlaan, Orrick, Herrington & Sutcliffe LLP

May 12, 2026
Ali Kashani
Chief Executive Officer
Serve Robotics Inc. /DE/
730 Broadway
Redwood City, California 94063
Re: Serve Robotics Inc. /DE/
Registration Statement on Form S-3
Filed May 11, 2026
File No. 333-295746
Dear Ali Kashani:
            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 Jan Woo at 202-551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Albert Vanderlaan, Esq.

CORRESP
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 filename1.htm

 April 4, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 Serve Robotics Inc.

 Post-Effective Amendment to Form S-1 on Form S-3

 File No. 333-281113

 Ladies and Gentlemen:

 Pursuant to Rule 461 promulgated
under the Securities Act of 1933, as amended, the undersigned registrant, Serve Robotics Inc., a Delaware corporation (the " Registrant "),
hereby requests that the above-referenced Post-Effective Amendment to Form S-1 on Form S-3 (the " Post-Effective Amendment ")
be declared effective at 4:05 p.m., Eastern Time, on April 7, 2025 or as soon as practicable thereafter. Once the Post-Effective Amendment
has been declared effective, please orally confirm that event with our counsel, Orrick, Herrington & Sutcliffe LLP, by calling Albert
Vanderlaan at (617) 880-2219.

 The Registrant hereby authorizes
Albert Vanderlaan of Orrick, Herrington & Sutcliffe LLP to orally modify or withdraw this request for acceleration.

 Thank you for your assistance
in this matter.

 Kind regards,

 SERVE ROBOTICS INC.

 By:
 /s/ Brian Read

 Name:
 Brian Read

 Title:
 Chief Financial Officer

 cc:	Albert Vanderlaan, Orrick, Herrington & Sutcliffe LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 3, 2025

Brian Read
Chief Financial Officer
Serve Robotics Inc.
730 Broadway
Redwood City, CA 94063

 Re: Serve Robotics Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2024
 File No. 001-42023
Dear Brian Read:

 We have completed our review of your filing. 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.

 Sincerely,

 Division of Corporation
Finance
 Office of Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
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 filename1.htm

 sec-commentletterrespons

 April 2, 2025 Jennifer Thompson Anne McConnell United States Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100 F Street, N.E. Washington, D.C. 20549 Re: Serve Robotics Inc. Form 10-K for the Fiscal Year Ended December 31, 2024 Filed March 6, 2025 File No. 001-42023 Dear Ms. Thompson and Ms. McConnell: On behalf of Serve Robotics Inc., (the “Company”), I am submitting this letter in response to the review by the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024. For your convenience, the Staff’s comment has been restated below in its entirety, followed by the Company’s response to the Staff’s comment. Form 10-K for the Fiscal Year Ended December 31, 2024 Item 9A. Controls and Procedures, page 58 1. We note that you excluded management’s report on internal control over financial reporting in reliance on Section 215.02 of our Compliance and Disclosure Interpretations on Regulation S-K. Please note that this C&DI provided an accommodation for the Form 10-K covering the fiscal year your reverse merger was consummated, which was your December 31, 2023 Form 10-K, but does not provide an accommodation for subsequent fiscal years. Please amend your Form 10-K to provide management’s report on internal control over financial report as of December 31, 2024, as required by Item 308(a) of Regulation S-K. Serve Robotics 730 Broadway serverobotics.com Redwood City, CA 94063

 RESPONSE: The Company acknowledges the Staff’s comment and has provided such disclosures in an abbreviated Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2024. Thank you for your assistance and review. Sincerely, /s/ Brian Read Brian Read Chief Financial Officer cc: Albert Vanderlaan, Orrick Herrington & Sutcliffe LLP Evan Dunn, General Counsel Serve Robotics 730 Broadway serverobotics.com Redwood City, CA 94063

CORRESP
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 April 2, 2025
 Orrick, Herrington
 & Sutcliffe LLP

 VIA EDGAR
 222 Berkeley St.

 Suite 2000

 United States Securities and Exchange Commission
 Boston, MA 02116

 Division of Corporation Finance
 +1 (617) 880-1800

 Office of Manufacturing
 orrick.com

 100 F Street NE
 Albert W. Vanderlaan

 Washington, D.C. 20549
 E avanderlaan@orrick.com

 D +1 617-880-2219

 Attn: Sarah Sidwell

 Evan Ewing

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

 Ladies and Gentlemen:

 On behalf of our client, Serve
Robotics Inc., a Delaware corporation (the "Company"), we are writing to submit the Company's responses to the comments
of the staff of the Division of Corporation Finance (the "Staff") of the United States Securities and Exchange Commission
(the "Commission") with respect to the above-referenced Post-Effective Amendment on Form S-3 that was filed with the Commission
on March 6, 2025 contained in the Staff's letter dated March 20, 2025 (the "Comment Letter").

 For ease of reference, the
comment contained in the Comment Letter is printed below in bold and is followed by the Company's response.

 Post-Effective Amendment on Form S-3 filed March 6, 2025

 General

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

 Response : To the knowledge of
the Company, after due inquiry of the Company's transfer agent and related stock transfer records, the Company is not aware of any
offers or sales of the Company's common stock using the prospectus during the period in which the audited financial statements were
not current.

 * * *

 April 2, 2025

 Page 2

 Please do not hesitate to
contact Albert Vanderlaan at (617) 880-2219 of Orrick, Herrington & Sutcliffe LLP with any questions or comments regarding this letter.

 Sincerely,

 /s/ Orrick, Herrington & Sutcliffe LLP

 Orrick, Herrington & Sutcliffe LLP

 cc: Ali Kashani, Serve Robotics Inc.

 Brian Read, Serve Robotics Inc.

 Evan Dunn, Serve Robotics Inc.

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

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

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

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

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

POS AM on Form S-3
General

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

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

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

 Sincerely,

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

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 19, 2025

Brian Read
Chief Financial Officer
Serve Robotics Inc.
730 Broadway
Redwood City, CA 94063

 Re: Serve Robotics Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2024
 Filed March 6, 2025
 File No. 001-42023
Dear Brian Read:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comment.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the Fiscal Year Ended December 31, 2024
Item 9A. Controls and Procedures, page 58

1. We note that you excluded management's report on internal control over
financial
 reporting in reliance on Section 215.02 of our Compliance and Disclosure
 Interpretations on Regulation S-K. Please note that this C&DI provided
an
 accommodation for the Form 10-K covering the fiscal year your reverse
merger was
 consummated, which was your December 31, 2023 Form 10-K, but does not
provide
 an accommodation for subsequent fiscal years. Please amend your Form
10-K to
 provide management's report on internal control over financial report as
of December
 31, 2024, as required by Item 308(a) of Regulation S-K.

 In closing, 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.
 March 19, 2025
Page 2

 Please contact Jennifer Thompson at 202-551-3737 or Anne McConnell at
202-551-
3709 with any questions.

 Sincerely,

 Division of Corporation
Finance
 Office of Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
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 filename1.htm

 March 12, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re: Serve Robotics Inc.
 Registration Statement on Form S-3

 File
No. 333-285614

 Ladies and Gentlemen:

 Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned registrant, Serve Robotics Inc., a Delaware corporation
(the " Registrant "), hereby requests that the above-referenced Registration Statement on Form S-3 (the " Registration
Statement ") be declared effective at 4:00 p.m., Eastern Time, on March 14, 2025 or as soon as practicable thereafter. Once
the Registration Statement has been declared effective, please orally confirm that event with our counsel, Orrick, Herrington & Sutcliffe
LLP, by calling Albert Vanderlaan at (617) 880-2219.

 The
Registrant hereby authorizes Albert Vanderlaan of Orrick, Herrington & Sutcliffe LLP to orally modify or withdraw this request for
acceleration.

 Thank
you for your assistance in this matter.

 Kind regards,

 SERVE ROBOTICS INC.

 By:	 /s/ Brian Read

 Name:	Brian Read

 Title:	Chief Financial Officer

 cc:	Albert Vanderlaan, Orrick, Herrington
& Sutcliffe LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 12, 2025

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

 Re: Serve Robotics Inc. /DE/
 Registration Statement on Form S-3
 Filed on March 6, 2025
 File No. 333-285614
Dear Ali Kashani:

 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 Sarah Sidwell at 202-551-4733 with any questions.

 Sincerely,

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

October 1, 2024
Ali Kashani
Chief Executive Officer
Serve Robotics Inc.
730 Broadway
Redwood City, CA 94063
Re:Serve Robotics Inc.
Registration Statement on Form S-3
Filed September 27, 2024
File No. 333-282389
Dear Ali Kashani:
            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 Erin Donahue at 202-551-6063 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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October 1, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Re: Serve Robotics Inc.

Registration Statement on Form S-3

File No. 333-282389

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated
under the Securities Act of 1933, as amended, the undersigned registrant, Serve Robotics Inc., a Delaware corporation (the “Registrant”),
hereby requests that the above-referenced Registration Statement on Form S-3 (the “Registration Statement”) be declared
effective at 4:00 p.m., Eastern Time, on October 3, 2024 or as soon as practicable thereafter. Once the Registration Statement has been
declared effective, please orally confirm that event with our counsel, Orrick, Herrington & Sutcliffe LLP, by calling Albert Vanderlaan
at (617) 880-2219.

The Registrant hereby authorizes
Albert Vanderlaan of Orrick, Herrington & Sutcliffe LLP to orally modify or withdraw this request for acceleration.

Thank you for your assistance
in this matter.

    Kind regards,

    SERVE ROBOTICS INC.

    By:	/s/ Brian Read

    Name:	Brian Read

    Title:	Chief Financial Officer

cc:	Albert Vanderlaan, Orrick, Herrington & Sutcliffe LLP

CORRESP
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September 9, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re: Serve Robotics Inc.

Registration Statement on Form S-3

File No. 333-281956

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated
under the Securities Act of 1933, as amended, the undersigned registrant, Serve Robotics Inc., a Delaware corporation (the “Registrant”),
hereby requests that the above-referenced Registration Statement on Form S-3 (the “Registration Statement”) be declared
effective at 4:00 p.m., Eastern Time, on September 11, 2024 or as soon as practicable thereafter. Once the Registration Statement has
been declared effective, please orally confirm that event with our counsel, Orrick, Herrington & Sutcliffe LLP, by calling Albert
Vanderlaan at (617) 880-2219.

The Registrant hereby authorizes
Albert Vanderlaan of Orrick, Herrington & Sutcliffe LLP to orally modify or withdraw this request for acceleration.

Thank you for your assistance
in this matter.

    Kind regards,

    SERVE ROBOTICS INC.

    By:
    /s/ Touraj Parang

    Name:
    Touraj Parang

    Title:
    President and Chief Operating Officer

cc: Albert Vanderlaan, Orrick, Herrington & Sutcliffe
LLP

September 9, 2024
Ali Kashani
Chief Executive Officer
Serve Robotics Inc.
730 Broadway
Redwood City, CA 94063
Re:Serve Robotics Inc.
Registration Statement on Form S-3
Filed on September 5, 2024
File No. 333-281956
Dear Ali Kashani:
            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:Albert Vanderlaan, Esq.

August 2, 2024
Ali Kashani
Chief Executive Officer
Serve Robotics Inc.
730 Broadway
Redwood City, California 94063
Re:Serve Robotics Inc.
Registration Statement on Form S-1
Filed on July 31, 2024
File No. 333-281113
Dear Ali Kashani:
            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 Sarah Sidwell at 202-551-4733 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Albert Vanderlaan

CORRESP
1
filename1.htm

August 2, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Re: Serve Robotics Inc.
 Registration Statement on Form S-1

                                                               File No. 333-281113

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated
under the Securities Act of 1933, as amended, the undersigned registrant, Serve Robotics Inc., a Delaware corporation (the “Registrant”),
hereby requests that the above-referenced Registration Statement on Form S-1 (the “Registration Statement”) be declared
effective at 4:00 p.m., Eastern Time, on August 6, 2024 or as soon as practicable thereafter. Once the Registration Statement has been
declared effective, please orally confirm that event with our counsel, Orrick, Herrington & Sutcliffe LLP, by calling Albert Vanderlaan
at (617) 880-2219.

The Registrant hereby authorizes
Albert Vanderlaan of Orrick, Herrington & Sutcliffe LLP to orally modify or withdraw this request for acceleration.

Thank you for your assistance
in this matter.

    Kind regards,

    SERVE ROBOTICS INC.

    By:      /s/ Ali Kashani

    Name:	Ali Kashani

    Title:	  Chief Executive Officer

cc:	Albert Vanderlaan, Orrick, Herrington & Sutcliffe LLP

CORRESP
1
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    July 2, 2024
    Orrick, Herrington & Sutcliffe LLP

    222 Berkeley St.

    VIA EDGAR
    Suite 2000

    Boston, MA 02116

    United States Securities and Exchange Commission
    +1 (617) 880-1800

    Division of Corporation Finance
    orrick.com

    Office of Manufacturing
    Albert W. Vanderlaan

    100 F Street NE
    E  avanderlaan@orrick.com

    Washington, D.C. 20549
    D +1 617-880-2219

 Attn: Thomas Jones

Jay Ingram

 Re: Serve Robotics Inc.

Amendment No. 1 to Registration Statement on Form S-1

Filed June 28, 2024

File No. 333-280071

Ladies and Gentlemen:

On behalf of our client, Serve
Robotics Inc., a Delaware corporation (the “Company”), we are writing to submit the Company’s responses to the comment
of the staff of the Division of Corporation Finance of the United States Securities and Exchange Commission (the “Commission”)
(the “Staff”) with respect to the above-referenced Amendment No. 1 to Registration Statement on Form S-1 that was filed with
the Commission on June 28, 2024 (the “Amended Registration Statement”), contained in the Staff’s letter dated July 1,
2024 (the “Comment Letter”).

For ease of reference, the
comment contained in the Comment Letter is printed below in bold and is followed by the Company’s response. All page references
in the responses set forth below refer to page numbers in the Amended Registration Statement. Capitalized terms used but not defined herein
have the meanings set forth in the Amended Registration Statement.

Amendment No. 1 to Registration Statement on Form S-1 filed June
28, 2024

Plan of Distribution, page 89

 1. We note your disclosure on page 89 that your selling stockholders may sell their securities in one
or more underwritten offerings. Please confirm your understanding that the retention by a selling stockholder of an underwriter would
constitute a material change to your plan of distribution requiring a post-effective amendment. Also confirm your understanding that purchases
by a broker-dealer as principal and resales by the broker-dealer for its account would constitute a material change requiring a post-effective
amendment. Refer to your undertaking provided pursuant to Item 512(a)(1)(iii) of Regulation S-K.

Response: The Company confirms
its understanding that (i) the retention by a selling stockholder of an underwriter and (ii) purchases by a broker-dealer as principal
and resales by the broker-dealer for its account each would constitute a material change to the plan of distribution requiring a post-effective
amendment to the Amended Registration Statement.

* * *

July 2, 2024

Page 2

Please do not hesitate to
contact Albert Vanderlaan at (617) 880-2219 of Orrick, Herrington & Sutcliffe LLP with any questions or comments regarding this letter.

Sincerely,

/s/ Orrick, Herrington & Sutcliffe LLP

Orrick, Herrington & Sutcliffe LLP

cc: Ali Kashani, Serve Robotics Inc.

CORRESP
1
filename1.htm

July 2, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Re: Serve Robotics Inc.

Registration Statement on Form S-1

File No. 333-280071

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated
under the Securities Act of 1933, as amended, the undersigned registrant, Serve Robotics Inc., a Delaware corporation (the “Registrant”),
hereby requests that the above-referenced Registration Statement on Form S-1 (the “Registration Statement”) be declared
effective at 4:30 p.m., Eastern Time, on July 5, 2024 or as soon as practicable thereafter. Once the Registration Statement has been declared
effective, please orally confirm that event with our counsel, Orrick, Herrington & Sutcliffe LLP, by calling Albert Vanderlaan at
(617) 880-2219.

The Registrant hereby authorizes
Albert Vanderlaan of Orrick, Herrington & Sutcliffe LLP to orally modify or withdraw this request for acceleration.

Thank you for your assistance
in this matter.

    Kind regards,

    SERVE ROBOTICS INC.

    By:
    /s/ Ali Kashani

    Name:
    Ali Kashani

    Title:
    Chief Executive Officer

cc:	Albert Vanderlaan, Orrick, Herrington & Sutcliffe LLP

July 1, 2024
Ali Kashani
Chief Executive Officer
Serve Robotics Inc.
730 Broadway
Redwood City, California 94063
Re:Serve Robotics Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed June 28, 2024
File No. 333-280071
Dear Ali Kashani:
            We have reviewed your amended registration statement and have the following comment.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our June 25, 2024 letter.
Amendment No. 1 to Registration Statement on Form S-1 filed June 28, 2024
Plan of Distribution, page 89
1.We note your disclosure on page 89 that your selling stockholders may sell their securities
in one or more underwritten offerings. Please confirm your understanding that the
retention by a selling stockholder of an underwriter would constitute a material change to
your plan of distribution requiring a post-effective amendment.  Also confirm your
understanding that purchases by a broker-dealer as principal and resales by the broker-
dealer for its account would constitute a material change requiring a post-effective
amendment.  Refer to your undertaking provided pursuant to Item 512(a)(1)(iii) of
Regulation S-K.

July 1, 2024
Page 2
            Please contact Thomas Jones at 202-551-3602 or Jay Ingram at 202-551-3397 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Albert Vanderlaan, Esq.

CORRESP
1
filename1.htm

    June 28, 2024

    VIA EDGAR

    United States Securities and Exchange Commission

    Division of Corporation Finance

    Office of Manufacturing

    100 F Street NE

    Washington, D.C. 20549

    Orrick, Herrington & Sutcliffe LLP

                                                                                    222
Berkeley St.

                                                                                Suite
2000

                                                                                Boston, MA 02116

                                                                                +1 (617) 880-1800

                                                                                orrick.com

                                                                                Albert W. Vanderlaan

                                                                                E  avanderlaan@orrick.com

                                                                                D +1 617-880-2219

Attn: Thomas Jones

Jay Ingram

Re: Serve Robotics Inc.

Registration Statement on Form S-1

Filed June 7, 2024

File No. 333-280071

Ladies and Gentlemen:

On behalf of our client, Serve
Robotics Inc., a Delaware corporation (the “Company”), we are writing to submit the Company’s responses to the comments
of the staff of the Division of Corporation Finance of the United States Securities and Exchange Commission (the “Commission”)
(the “Staff”) with respect to the above-referenced Registration Statement on Form S-1 that was filed with the Commission on
June 7, 2024 (the “Original Registration Statement”), contained in the Staff’s letter dated June 25, 2024 (the “Comment
Letter”).

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

Registration Statement on Form S-1 filed June 7, 2024

Management’s Discussion and Analysis, page 38

 1. Please include in your registration statement financial statements for the quarterly period ended March
31, 2024. Also, update your disclosure to include a management’s discussion and analysis of financial condition and results of operations
for the fiscal year ended December 31, 2023. For guidance, refer to Instruction 1 to paragraph (b) of Item 303 of Regulation S-K, which
requires the discussion to cover the periods covered by the financial statements included in the filing.

Response: We have included in
the Amended Registration Statement financial statements for the quarterly period ended March 31, 2024. Furthermore, we have revised our
disclosure on pages 43-44 of the Amended Registration Statement in response to the Staff’s comment.

Exhibit Index, page II-7

 2. Your legality opinion filed as Exhibit 5.1 relates to 4,813,041 shares of common stock being offered
by selling stockholders. However, it appears from the disclosure on the cover page of this registration statement that 2,708,479 shares
of common stock are issuable upon exercise of warrants. Please file a revised opinion that indicates, if true, that the shares of common
stock when issued will be validly issued, fully paid and nonassessable.

Response: We have revised our
legality opinion filed as Exhibit 5.1 to the Amended Registration Statement in response to the Staff’s comment.

* * *

June 28, 2024

Page 2

Please do not hesitate to
contact Albert Vanderlaan at (617) 880-2219 of Orrick, Herrington & Sutcliffe LLP with any questions or comments regarding this letter.

Sincerely,

/s/ Orrick, Herrington & Sutcliffe LLP

Orrick, Herrington & Sutcliffe LLP

cc: Ali Kashani, Serve Robotics Inc.

United States securities and exchange commission logo
June 25, 2024
Ali Kashani
Chief Executive Officer
Serve Robotics Inc.
730 Broadway
Redwood City, California 94063
Re:Serve Robotics Inc.
Registration Statement on Form S-1
Filed June 7, 2024
File No. 333-280071
Dear Ali Kashani:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1 filed June 7, 2024
Management's Discussion and Analysis, page 38
1.Please include in your registration statement financial statements for the quarterly period
ended March 31, 2024.  Also, update your disclosure to include a management's
discussion and analysis of financial condition and results of operations for the fiscal year
ended December 31, 2023.  For guidance, refer to Instruction 1 to paragraph (b) of Item
303 of Regulation S-K, which requires the discussion to cover the periods covered by the
financial statements included in the filing.
Exhibit Index, page II-7
2.Your legality opinion filed as Exhibit 5.1 relates to 4,813,041 shares of common stock
being offered by selling stockholders.  However, it appears from the disclosure on the
cover page of this registration statement that 2,708,479 shares of common stock are
issuable upon exercise of warrants.  Please file a revised opinion that indicates, if true, that

 FirstName LastNameAli Kashani
 Comapany NameServe Robotics Inc.
 June 25, 2024 Page 2
 FirstName LastName
Ali Kashani
Serve Robotics Inc.
June 25, 2024
Page 2
the shares of common stock when issued will be validly issued, fully paid and non-
assessable.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Thomas Jones at 202-551-3602 or Jay Ingram at 202-551-3397 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Albert Vanderlaan, Esq.

CORRESP
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April 15, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Re: Serve Robotics Inc. Registration

Statement
on Form S-1, as amended

File No.
333-277809

Ladies and Gentlemen:

Pursuant to
Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Aegis Capital Corp., as the representative
of the underwriters (the “Representative”), hereby joins in the request of Serve Robotics Inc. (the “Registrant”),
for the acceleration of the effective date of the Registrant’s Registration Statement on Form S-1 (File No. 333-277809) (as amended,
the “Registration Statement”), so that the Registration Statement may be declared effective at 4:30 p.m., Eastern Time, on
April 17, 2024, or as soon thereafter as practicable. The undersigned, as the Representative, confirms that it is aware of its obligations
under the Securities Act.

Pursuant to
Rule 460 under the Securities Act, we, as representative of the underwriters, wish to advise you that there will be distributed to each
underwriter, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of
preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned
confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating dealers
that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection
with the above-referenced issue.

    Very truly yours,

    Aegis Capital Corp.

    By:
    /s/ Robert Eide

    Name:
    Robert Eide

    Title:
    Chief Executive Officer

CORRESP
1
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April 15, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re: Serve Robotics Inc.

Registration Statement on Form S-1

File No. 333-277809

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated
under the Securities Act of 1933, as amended, the undersigned registrant, Serve Robotics Inc., a Delaware corporation (the “Registrant”),
hereby requests that the above-referenced Registration Statement on Form S-1 (the “Registration Statement”) be declared
effective at 4:30 p.m., Eastern Time, on April 17, 2024 or as soon as practicable thereafter. Once the Registration Statement has been
declared effective, please orally confirm that event with our counsel, Orrick, Herrington & Sutcliffe LLP, by calling Albert Vanderlaan
at (617) 880-2219.

The Registrant hereby authorizes
Albert Vanderlaan of Orrick, Herrington & Sutcliffe LLP to orally modify or withdraw this request for acceleration.

Thank you for your assistance
in this matter.

    Kind regards,

    SERVE ROBOTICS INC.

    By:
    /s/ Ali Kashani

    Name:
    Ali Kashani

    Title:
    Chief Executive Officer

cc:     Albert Vanderlaan, Orrick, Herrington & Sutcliffe LLP

CORRESP
1
filename1.htm

    March 8, 2024

    VIA EDGAR

    United States Securities and Exchange Commission

    Division of Corporation Finance

    Office of Manufacturing

    100 F Street NE

    Washington, D.C. 20549

    Orrick, Herrington & Sutcliffe LLP

    222 Berkeley St.

    Suite 2000

    Boston, MA 02116

    +1 (617) 880-1800

    orrick.com

    Albert W. Vanderlaan

    E  avanderlaan@orrick.com

    D  +1 617-880-2219

 Attn: Erin Donahue

Geoffrey Kruczek

 Re: Serve Robotics Inc.

Draft Registration Statement on Form S-1

Submitted February 14, 2024

CIK No. 0001832483

Ladies and Gentlemen:

This letter is submitted on
behalf of Serve Robotics Inc., a Delaware corporation (the “Company”), in response to the comments of the staff (the “Staff”)
of the United States Securities and Exchange Commission (the “Commission”) with respect to the above-referenced Draft Registration
Statement on Form S-1 that was submitted to the Commission on February 14, 2024 (the “Draft Registration Statement”), contained
in the Staff’s letter dated February 21, 2024 (the “Comment Letter”).

Simultaneously with the submission
of this letter, the Company is publicly filing via EDGAR a Registration Statement on Form S-1 (the “Registration Statement”)
responding to the Staff’s comments and updating its disclosures therein. For ease of reference, each comment contained in the Comment
Letter is printed below in bold and is followed by the Company’s response. All page references in the responses set forth below
refer to page numbers in the Registration Statement. Capitalized terms used but not defined herein have the meanings set forth in the
Registration Statement.

Draft Registration Statement on Form S-1 Submitted February 14,
2024

General

 1. Please update your financial statements for the year ended December 31, 2023.

Response: The Company respectfully
acknowledges the Staff’s comment and advises the Staff that the Company has included financial statements for the year ended December
31, 2023 in the Registration Statement in response to the Staff’s comment.

March 8, 2024

Page 2

 2. We note that disclosure in this document refers to the offering as an “initial public offering.”
However, we note that your Form S-1 (File No. 333-274547), which was declared effective on December 14, 2023, would be more appropriately
characterized as your initial public offering. Please update the language used in this S-1.

Response: The Company respectfully
advises the Staff that it has revised the disclosure in the Registration Statement in response to the Staff’s comment.

 3. Please provide us with your analysis as to your eligibility to use the draft registration process.
In this regard, we note that this DRS was not submitted within 12 months of the Company’s initial ‘34 Act registration statement.

Response: The Company acknowledges
the Staff’s comment and respectfully notes that the Commission’s announcement dated June 29, 2017 advised that for the initial
registration of a class of securities under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
the Staff “will review a draft registration statement and related revisions on a nonpublic basis provided that the issuer confirms
in a cover letter to the nonpublic draft submission that it will publicly file its registration statement and nonpublic draft submissions
at least 15 days prior to the anticipated effective date of the registration statement for its listing on a national securities exchange.”
The Company respectfully advises the Staff that the Company’s initial Exchange Act registration statement on Form 10, filed on April
9, 2021 by the Company’s predecessor, registered the Company’s common stock under Section 12(g) of the Exchange Act and not
under Section 12(b) of the Exchange Act. Nevertheless, the Company has publicly filed the Registration Statement in response to the Staff’s
comment.

* * *

Please do not hesitate to
contact Albert Vanderlaan at (617) 880-2219 of Orrick, Herrington & Sutcliffe LLP with any questions or comments regarding this letter.

Sincerely,

/s/ Orrick, Herrington & Sutcliffe LLP

Orrick, Herrington & Sutcliffe LLP

cc: Ali Kashani, Serve Robotics Inc.

United States securities and exchange commission logo
February 21, 2024
Ali Kashani
Chief Executive Officer
Serve Robotics Inc.
730 Broadway
Redwood City, CA 94063
Re:Serve Robotics Inc.
Draft Registration Statement on Form S-1
Submitted February 14, 2024
CIK No. 0001832483
Dear Ali Kashani:
            We have reviewed your draft registration statement and have the following comments.
            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 a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form S-1 submitted February 14, 2024
General
1.Please update your financial statements for the year ended December 31, 2023.
2.We note that disclosure in this document refers to the offering as an "initial public
offering." However, we note that your Form S-1 (File No. 333-274547), which was
declared effective on December 14, 2023, would be more appropriately characterized as
your initial public offering.  Please update the language used in this S-1.
3.Please provide us with your analysis as to your eligibility to use the draft registration
process.  In this regard, we note that this DRS was not submitted within 12 months of the
Company's initial '34 Act registration statement.
            Please contact Erin Donahue at 202-551-6063 or Geoffrey Kruczek at 202-551-3641 with
any other questions.

 FirstName LastNameAli Kashani
 Comapany NameServe Robotics Inc.
 February 21, 2024 Page 2
 FirstName LastName
Ali Kashani
Serve Robotics Inc.
February 21, 2024
Page 2
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Albert Vanderlaan

CORRESP
1
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December 12, 2023

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Re: Serve Robotics Inc.

Registration Statement on Form S-1

File No. 333-274547

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated
under the Securities Act of 1933, as amended, the undersigned registrant, Serve Robotics Inc., a Delaware corporation (the “Registrant”),
hereby requests that the above-referenced Registration Statement on Form S-1 (the “Registration Statement”) be declared
effective at 4:30 p.m., Eastern Time, on December 14, 2023 or as soon as practicable thereafter. Once the Registration Statement has been
declared effective, please orally confirm that event with our counsel, Orrick, Herrington & Sutcliffe LLP, by calling Albert Vanderlaan
at (617) 880-2219.

The Registrant hereby authorizes
Albert Vanderlaan of Orrick, Herrington & Sutcliffe LLP to orally modify or withdraw this request for acceleration.

Thank you for your assistance
in this matter.

    Kind regards,

    SERVE ROBOTICS INC.

    By:	/s/ Ali Kashani

    Name:	Ali Kashani

    Title:	Chief Executive Officer

cc:	Albert Vanderlaan, Orrick, Herrington & Sutcliffe LLP

CORRESP
1
filename1.htm

    Orrick, Herrington & Sutcliffe LLP

    222 Berkeley St.

    November 28, 2023
    Suite 2000

    Boston, MA 02116

    VIA EDGAR
    +1 (617) 880-1800

    United States Securities and Exchange Commission
    orrick.com

    Division of Corporation Finance

    Office of Manufacturing
    Albert W. Vanderlaan

    100 F Street NE
    E avanderlaan@orrick.com

    Washington, D.C. 20549
    D +1 617-880-2219

 Attn: Eranga Dias

Jennifer Angelini

Ernest Greene

Claire Erlanger

 Re: Serve Robotics Inc.

Amendment No. 1 to Registration Statement on Form S-1

Filed November 1, 2023

File No. 333-274547

Ladies and Gentlemen:

On behalf of our client, Serve
Robotics Inc., a Delaware corporation (the “Company”), we are writing to submit the Company’s responses to the comments
of the staff of the Division of Corporation Finance of the United States Securities and Exchange Commission (the “Commission”)
(the “Staff”) with respect to the above-referenced Amendment No. 1 to Registration Statement on Form S-1 that was filed with
the Commission on November 1, 2023 (“Amendment No. 1”), amending the Company’s previously filed Registration Statement
on Form S-1 that was filed with the Commission on September 15, 2023 (“Original Registration Statement”), contained in the
Staff’s letter dated November 9, 2023 (the “Comment Letter”).

The Company has publicly filed
via EDGAR its Amendment No. 2 to the Registration Statement on Form S-1 (“Amendment No. 2,” and together with Original Registration
Statement and Amendment No. 1, the “Amended Registration Statement”), which reflects the Company’s responses to the
comments received by the Staff and certain updated information. For ease of reference, each comment contained in the Comment Letter is
printed below in bold and is followed by the Company’s response. All page references in the responses set forth below refer to page
numbers in the Amended Registration Statement. Capitalized terms used but not defined herein have the meanings set forth in the Amended
Registration Statement.

Amendment No. 1 to Form S-1 filed November 1, 2023

Recent Developments

Private Placement, page 4

 1. You disclosed that you sold 4,121,632 shares of our common stock pursuant to a private placement offering,
at a purchase price of $4.00 per share in multiple closings through October 26, 2023. However, we note that 937,961 of these shares were
issued to convert the outstanding principal of your Bridge Notes and not issued for cash. Please revise your disclosure here and on pages
38 and 55, to clarify that only 3,183,671 shares were sold at a purchase price of $4.00 per share as disclosed on page II-2.

Response: We have revised our
disclosure on pages 4, 38 and 55 of the Amended Registration Statement in response to the Staff’s comment.

November 28, 2023

Page 2

Description of Our Business, page 40

 2. We note your response to prior comment 14 and reissue in part. Describe any warranties and/or indemnifications
you provide in relation to your robots and their operations. Fully describe the material terms of your agreements with Uber and Seven-11.

Response: We have revised our
disclosure on pages 41 and 86 of the Amended Registration Statement in response to the Staff’s comment. Additionally, we respectfully
advise the Staff that the Company does not consider its agreement with 7-Eleven to be material given current levels of activity pursuant
to the agreement, and the Company’s business is not reliant on such agreement with 7-Eleven. The Company acknowledges and confirms
that if the circumstances change in the future and activity levels rise pursuant to the terms of the Company’s agreement with 7-Eleven
such that they should be considered material to the Company’s business, the Company will provide additional disclosure.

 3. We note disclosure on page 41 and elsewhere that indicates you “currently do not expect to be
able to build and deploy robots in 2024 based on our existing capital,” yet disclosure on page 47 refers to your roadmap as including
“a new generation of robots launched in 2024.” Please revise to reconcile the apparent inconsistency.

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

Selling Stockholders, page 95

 4. You disclose that, “Unless otherwise indicated . . . no selling stockholder is a broker-dealer
or an affiliate of a broker-dealer,” and the prospectus cover appears to indicate that Bridge Broker Warrants and Placement Agent
Warrants were issued to broker-dealers, yet none of the selling shareholders are identified as such in the table. Please revise your disclosure
accordingly or advise.

Response: We have revised our
disclosure on pages 96-100 of the Amended Registration Statement in response to the Staff’s comment.

Shares Eligible for Future Sale, page 110

 5. Please revise this section and related disclosure elsewhere in the registration statement, including
the prospectus summary and risk factors, to clarify whether and how Rule 144 transfer restrictions apply in the context of the current
offering. To the extent that the one-year period following Form 10 disclosure is relevant, specifically identify the date such disclosure
was made, reconciling the apparent inconsistency on pages 30 and 110.

Response:
We have revised our disclosure on page 30 of the Amended Registration Statement in response to the Staff’s comment.

November 28, 2023

Page 3

General

 6. We note your response to prior comment 1. Please revise the following disclosure on page 20 to clarify
your deposit obligation: “We maintain a banking relationship with Silicon Valley Bank and are required to keep deposits with Silicon
Valley Bank.” Additionally clarify the applicability of the risk factor disclosure regarding “restricted substances”
and offshore robotic systems on pages 24-25. Revise references on page 55 to subsequent closings to sell remaining shares in the Private
Placement, and potential sale of 2,500,000 shares to cover over-subscriptions, or advise.

Response: We have revised our
disclosure on pages 20, 24-25 and 55 of the Amended Registration Statement in response to the Staff’s comment.

 7. We note your response to prior comment 4. Please further address the following:

 ● Revise the prospectus cover page to disclose
the transfer restrictions applicable to the shares being offered for resale.

 ● Revise the offering subsection of the prospectus
summary to clearly indicate whether all the shares being offered for resale are subject to lock-up restrictions and quantify the number
of shares, if any, not subject thereto.

 ● The description of lock-up provisions on page
3 refers to 12 months from the start of commencement of trading on certain markets, while the agreement filed as Exhibit 10.21 refers
to 12 months from the Closing Date; revise to reconcile the apparent inconsistency. Additionally describe any provisions regarding the
release or extension of lock-up restrictions, or revise the references thereto.

 ● If lock-up restrictions are related to the
commencement of trading, revise disclosure on pages 30-31 to additionally disclose how the lack of trading market for your stock and not
meeting initial listing standards affect the offering, and to discuss related material risks to the Company and potential investors.

Response: We have revised our
disclosure on the cover page, pages 3-4, 6 and 111 of the Amended Registration Statement in response to the Staff’s comment.

* * *

Please do not hesitate to
contact Albert Vanderlaan at (617) 880-2219 of Orrick, Herrington & Sutcliffe LLP with any questions or comments regarding this letter.

Sincerely,

/s/ Orrick, Herrington & Sutcliffe LLP

Orrick, Herrington & Sutcliffe LLP

cc: Ali Kashani, Serve Robotics Inc.

United States securities and exchange commission logo
November 9, 2023
Ali Kashani
Chief Executive Officer
Serve Robotics Inc.
730 Broadway
Redwood City, CA 94063
Re:Serve Robotics Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed November 1, 2023
File No. 333-274547
Dear Ali Kashani:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our October 11, 2023 letter.
Amendment No. 1 to Form S-1 filed November 1, 2023
Recent Developments
Private Placement , page 4
1.You disclosed that you sold 4,121,632 shares of our common stock pursuant to a private
placement offering, at a purchase price of $4.00 per share in multiple closings through
October 26, 2023. However, we note that 937,961 of these shares were issued to convert
the outstanding principal of your Bridge Notes and not issued for cash.  Please revise your
disclosure here and on pages 38 and 55, to clarify that only 3,183,671 shares were sold at
a purchase price of $4.00 per share as disclosed on page II-2.

 FirstName LastNameAli Kashani
 Comapany NameServe Robotics Inc.
 November 9, 2023 Page 2
 FirstName LastName
Ali Kashani
Serve Robotics Inc.
November 9, 2023
Page 2
Description of Our Business, page 40
2.We note your response to prior comment 14 and reissue in part. Describe any warranties
and/or indemnifications you provide in relation to your robots and their operations. Fully
describe the material terms of your agreements with Uber and Seven-11.
3.We note disclosure on page 41 and elsewhere that indicates you “currently do not expect
to be able to build and deploy robots in 2024 based on our existing capital,” yet disclosure
on page 47 refers to your roadmap as including “a new generation of robots launched in
2024.” Please revise to reconcile the apparent inconsistency.
Selling Stockholders, page 95
4.You disclose that, “Unless otherwise indicated . . . no selling stockholder is a broker-
dealer or an affiliate of a broker-dealer,” and the prospectus cover appears to indicate that
Bridge Broker Warrants and Placement Agent Warrants were issued to broker-dealers, yet
none of the selling shareholders are identified as such in the table. Please revise your
disclosure accordingly or advise.
Shares Eligible for Future Sale, page 110
5.Please revise this section and related disclosure elsewhere in the registration statement,
including the prospectus summary and risk factors, to clarify whether and how Rule 144
transfer restrictions apply in the context of the current offering. To the extent that the one-
year period following Form 10 disclosure is relevant, specifically identify the date such
disclosure was made, reconciling the apparent inconsistency on pages 30 and 110.
General
6.We note your response to prior comment 1. Please revise the following disclosure on page
20 to clarify your deposit obligation: “We maintain a banking relationship with Silicon
Valley Bank and are required to keep deposits with Silicon Valley Bank.” Additionally
clarify the applicability of the risk factor disclosure regarding “restricted substances” and
offshore robotic systems on pages 24-25. Revise references on page 55 to subsequent
closings to sell remaining shares in the Private Placement, and potential sale of 2,500,000
shares to cover over-subscriptions, or advise.
7.We note your response to prior comment 4. Please further address the following:

•Revise the prospectus cover page to disclose the transfer restrictions applicable to the
shares being offered for resale.
•Revise the offering subsection of the prospectus summary to clearly indicate whether
all the shares being offered for resale are subject to lock-up restrictions and quantify
the number of shares, if any, not subject thereto.
•The description of lock-up provisions on page 3 refers to 12 months from the start of
commencement of trading on certain markets, while the agreement filed as Exhibit

 FirstName LastNameAli Kashani
 Comapany NameServe Robotics Inc.
 November 9, 2023 Page 3
 FirstName LastName
Ali Kashani
Serve Robotics Inc.
November 9, 2023
Page 3
10.21 refers to 12 months from the Closing Date; revise to reconcile the apparent
inconsistency. Additionally describe any provisions regarding the release or
extension of lock-up restrictions, or revise the references thereto.
•If lock-up restrictions are related to the commencement of trading, revise disclosure
on pages 30-31 to additionally disclose how the lack of trading market for your stock
and not meeting initial listing standards affect the offering, and to discuss related
material risks to the Company and potential investors.
            Please contact Ernest Greene at 202-551-3733 or Claire Erlanger at 202-551-3301 if you
have questions regarding comments on the financial statements and related matters. Please
contact Eranga Dias at 202-551-8107 or Jennifer Angelini at 202-551-3047 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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    November 1, 2023

    Orrick, Herrington & Sutcliffe LLP

    222 Berkeley St.

    VIA EDGAR

    Suite 2000

    Boston, MA 02116

    +1 (617) 880-1800

    United States Securities and Exchange Commission

    orrick.com

    Division of Corporation Finance

    Office of Manufacturing

    Albert W. Vanderlaan

    100 F Street NE

    E  avanderlaan@orrick.com

    Washington, D.C. 20549

    D +1 617-880-2219

Attn: Eranga Dias

Jennifer Angelini

Ernest Greene

Claire Erlanger

Re: Serve Robotics Inc.

                                            Registration Statement on Form S-1

                                            Filed September 15, 2023

                                            File No. 333-274547

Ladies and Gentlemen:

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

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

Form S-1 Filed on September 15, 2023

General

 1. We note that you refer to your prior private placement as the “Offering,” for example on
the prospectus cover and page 40. Please revise this definition to avoid confusion with the current resale offering and revise disclosure
on page 57 that refers to subsequent closings of the private placement, or advise. In addition, revise references throughout your registration
statement to “this merger” and to other information that appears unrelated to the current offering, such as projected financial
information and forecasts. Update information throughout as of the most recent practicable date, such as your disclosure regarding required
deposits at Silicon Valley Bank, recent developments on page 57, and market and beneficial ownership information.

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

November 1, 2023

Page 2

 2. Revise your registration statement to furnish the information required by Item 506 of Regulation S-K
related to dilution under a separate heading or tell us why you believe you are not required to do so.

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

 3. We note that there has been a change in your independent registered public accounting firm. As applicable,
revise your registration statement to furnish the information required by Item 304 of Regulation S-K or tell us why you believe you are
not required to do so.

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

Prospectus Summary, page 1

 4. Please conform or otherwise revise your disclosure to clarify whether all, or which portion, of the
shares issued in the share conversion are being offered for resale. In this regard, we note the prospectus cover refers to 12,391,823
shares (which excludes restricted stock held by the employees), page 3 describes the issuance of up to 20,948,917 shares and defines “Share
Conversion” to include options and warrants, and page 40 refers to shares “issued as a result of the Share Conversion.”
Please also revise the final two bullet points on page 10 to clarify whether the referenced shares are being registered and offered pursuant
to this registration statement. We further note a reference to “contractual restrictions on transfer” on page 3 and the description
of lock-up agreements on page 112. Please revise to clarify how these relate to the shares being offered for resale. File the registration
rights agreement and lock-up agreements as exhibits to your registration statement.

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

 November 1, 2023

Page 3

 5. We note disclosure on pages 1 and 2 that refers to your sidewalk robots as “zero-emissions”
and indicates you anticipate opportunities for reducing greenhouse gas emissions. Please balance by more fully describing the emissions
related to your sidewalk robots, for instance in connection with their charging and transportation to or from delivery locations. Additionally
revise the environmental impacts section on page 54 to describe the assumptions upon which your emissions reductions claims are based.
Please also balance disclosure on page 2 that your robots “can improve road safety and make cities friendlier for pedestrians”
by describing relevant safety concerns, including information as to your security and safety track record.

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

Risk Factors, page 9

 6. Please revise your risk factor disclosure throughout so that risks you have actually encountered are
not presented as purely hypothetical. For example, your risk factor “Our future revenue plans rely on partnering with third party
delivery platforms, brand sponsors and/or direct sales to merchants” indicates that you “may” be unable to maximize robot
utilization or realize branding placement revenues, but does not discuss and provide specific details regarding your actual experience.
Similar shortcomings are noted in other risk factors including, without limitation, “Failure of our service providers or disruptions
to our outsourcing relationships might negatively impact our ability to conduct our business” and “Our robots operate in public
spaces and any errors caused by human supervisors, network connectivity issues, third-party software, or automation may adversely affect
our commercial relationships.”

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

 7. Please discuss whether supply chain disruptions materially affect your outlook or business goals. Address,
without limitation, the “industry-wide shortages” referenced on page 49 and “global supply shortage of electrical components,
including semiconductor chips and other hardware components essential to the manufacturing and maintenance of our robots” referenced
on page 59. Clearly describe whether supply shortages or disruptions have materially impacted your results of operations or capital resources
and quantify, to the extent possible, how your sales, profits, and/or liquidity have been impacted.

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

November 1, 2023

Page 4

 8. We note your disclosure on page 13 stating that “[u]nfavorable changes in interest rates, pricing
of certain precious metals, utility rates, and foreign currency exchange rates may adversely affect [y]our financial condition, liquidity,
and results of operations.” Please expand your discussion of interest rates and changes in pricing of certain precious metals to
specifically identify their impact on your operations and how your business has been affected. For example, describe whether changes in
pricing of certain metals used in manufacturing and maintenance of your delivery robots has recently increased or is expected to increase
and whether this affects your expansion goals.

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

 9. We note your disclosure on page 16 stating that you “are substantially reliant on [y]our relationships
with suppliers and service providers for the parts and components in [y]our robots, as well as for the manufacture of [y]our robots.”
Please describe the material terms of your arrangements with suppliers and service providers, and file any material contract as an exhibit
to your registration statement pursuant to Item 601(b)(10) of Regulation S-K. In this regard, we note your disclosure on page 49 regarding
single or limited source components, and your key suppliers NVIDIA and Ouster, Inc.

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

 10. We note your disclosure on page 22 stating that economic downturns, including inflation, could materially
adversely affect your results of operation. Please update this risk factor if recent inflationary pressures have materially impacted your
operations. In this regard, identify the types of inflationary pressures you are facing and how your business has been affected. In addition,
please update your disclosure to identify actions planned or taken, if any, to mitigate inflationary pressures.

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

We face risks related to natural disasters, health epidemics and
other outbreaks, which could significantly disrupt our operations, page 24

 11. Please tailor your disclosure to describe the specific risks applicable to your operations and products.
Clarify, for example, whether your robots are dependent upon internet and/or broadband connectivity to function, and how disruption thereof
would affect their operations. Discuss the need to charge robot batteries and the effect that power outages would have. Describe and assess
other risks that might adversely affect your operations and results, such as theft or disablement of robots.

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

We, any manufacturing partners, and suppliers may rely on complex
machinery, page 24

 12. Please revise your disclosure which appears to refer to your manufacturing facilities, for consistency
with disclosure elsewhere that indicates you use third-party manufacturers, for example on pages 16 and 25. Additionally ensure consistency
with the discussion of assembly and manufacturing in your business section, for example on page 49.

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

November 1, 2023

Page 5

Description of Our Business, page 42

 13. Please revise your disclosure to include a specific, clear description of your current operations,
status of product and service development, and markets and deployment methods. Distinguish clearly your aspirations from your accomplishments.
Address, without limitation, each of the following items:

 ● Identify the current stage of development
of your delivery robots and describe your expected timeline for further development.

 ● Clearly describe the current automation level
of your robots and plans to increase automation.

 ● Revise your disclosure that “we plan
to expand our fleet by building and deploying hundreds of new robots in coming years after raising additional rounds of financing,”
by identifying the number of new robots and target year(s) for production and deployment.

 ● Clearly disclose your current and anticipated
production capacity, including your expected timeline for ramping up, and distinguish between in-house and third-party production.

 ● Clearly describe the steps involved in the
research, design, development, manufacturing, commercialization, and deployment of your delivery robots, identifying material obstacles
to overcome, such as safety testing and regulatory approvals.

 ● Indicate
which steps are expected to be completed with existing funds, and which will require additional funding, consistent with your liquidity
disclosure elsewhere, including on page 20.

 ● Describe the current status of the Uber pilot
program and the commercial-scale agreement to deploy 2,000 robots across the United States referenced on page 51.

 ● Clarify your business plans with respect to
overseas operations or international markets. In this regard, we note the risk factor references on pages 26 and 29.

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

 14. Please revise your disclosure to describe your customers and the nature of your contractual arrangements,
clearly distinguishing between existing and prospective customers and arrangements. In this regard, we note references on pages 23 and
25 to purchases/sales or subscriptions, disclosure on page 22 that, “Although we have engaged in ongoing dialogue with potential
customers, we have no binding commitments to purchase products and services,” and the description of “Partnerships” on
page 51. Clarify which party owns the delivery robots, is responsible for maintenance and repairs, bears the risk of loss or damage, and
has branding or other applicable rights pursuant to your various contractual arrangements. Describe any warranties and/or indemnifications
you provide in relation to your robots and their operations. Clarify which of the unit costs described on page 52 ar

United States securities and exchange commission logo
October 11, 2023
Ali Kashani
Chief Executive Officer
Serve Robotics Inc.
730 Broadway
Redwood City, CA 94063
Re:Serve Robotics Inc.
Registration Statement on Form S-1
Filed September 15, 2023
File No. 333-274547
Dear Ali Kashani:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Form S-1 Filed on September 15, 2023
General
1.We note that you refer to your prior private placement as the “Offering,” for example on
the prospectus cover and page 40. Please revise this definition to avoid confusion with the
current resale offering and revise disclosure on page 57 that refers to subsequent closings
of the private placement, or advise. In addition, revise references throughout your
registration statement to "this merger" and to other information that appears unrelated to
the current offering, such as projected financial information and forecasts. Update
information throughout as of the most recent practicable date, such as your disclosure
regarding required deposits at Silicon Valley Bank, recent developments on page 57, and
market and beneficial ownership information.
2.Revise your registration statement to furnish the information required by Item 506 of
Regulation S-K related to dilution under a separate heading or tell us why you believe you
are not required to do so.

 FirstName LastNameAli Kashani
 Comapany NameServe Robotics Inc.
 October 11, 2023 Page 2
 FirstName LastNameAli Kashani
Serve Robotics Inc.
October 11, 2023
Page 2
3.We note that there has been a change in your independent registered public accounting
firm. As applicable, revise your registration statement to furnish the information required
by Item 304 of Regulation S-K or tell us why you believe you are not required to do so.
Prospectus Summary, page 1
4.Please conform or otherwise revise your disclosure to clarify whether all, or which
portion, of the shares issued in the share conversion are being offered for resale. In this
regard, we note the prospectus cover refers to 12,391,823 shares (which excludes
restricted stock held by the employees), page 3 describes the issuance of up to 20,948,917
shares and defines "Share Conversion" to include options and warrants, and page 40 refers
to shares "issued as a result of the Share Conversion." Please also revise the final two
bullet points on page 10 to clarify whether the referenced shares are being registered and
offered pursuant to this registration statement. We further note a reference to “contractual
restrictions on transfer” on page 3 and the description of lock-up agreements on page
112. Please revise to clarify how these relate to the shares being offered for resale. File the
registration rights agreement and lock-up agreements as exhibits to your registration
statement.
5.We note disclosure on pages 1 and 2 that refers to your sidewalk robots as “zero-
emissions” and indicates you anticipate opportunities for reducing greenhouse gas
emissions. Please balance by more fully describing the emissions related to your sidewalk
robots, for instance in connection with their charging and transportation to or from
delivery locations. Additionally revise the environmental impacts section on page 54 to
describe the assumptions upon which your emissions reductions claims are based. Please
also balance disclosure on page 2 that your robots “can improve road safety and make
cities friendlier for pedestrians” by describing relevant safety concerns, including
information as to your security and safety track record.
Risk Factors, page 9
6.Please revise your risk factor disclosure throughout so that risks you have actually
encountered are not presented as purely hypothetical. For example, your risk factor "Our
future revenue plans rely on partnering with third party delivery platforms, brand sponsors
and/or direct sales to merchants" indicates that you "may" be unable to maximize robot
utilization or realize branding placement revenues, but does not discuss and provide
specific details regarding your actual experience. Similar shortcomings are noted in other
risk factors including, without limitation, "Failure of our service providers or disruptions
to our outsourcing relationships might negatively impact our ability to conduct our
business" and "Our robots operate in public spaces and any errors caused by human
supervisors, network connectivity issues, third-party software, or automation may
adversely affect our commercial relationships."
7.Please discuss whether supply chain disruptions materially affect your outlook or business
goals. Address, without limitation, the "industry-wide shortages" referenced on page 49

 FirstName LastNameAli Kashani
 Comapany NameServe Robotics Inc.
 October 11, 2023 Page 3
 FirstName LastNameAli Kashani
Serve Robotics Inc.
October 11, 2023
Page 3
and "global supply shortage of electrical components, including semiconductor chips and
other hardware components essential to the manufacturing and maintenance of our robots"
referenced on page 59. Clearly describe whether supply shortages or disruptions have
materially impacted your results of operations or capital resources and quantify, to the
extent possible, how your sales, profits, and/or liquidity have been impacted.
8.We note your disclosure on page 13 stating that "[u]nfavorable changes in interest rates,
pricing of certain precious metals, utility rates, and foreign currency exchange rates may
adversely affect [y]our financial condition, liquidity, and results of operations." Please
expand your discussion of interest rates and changes in pricing of certain precious metals
to specifically identify their impact on your operations and how your business has been
affected. For example, describe whether changes in pricing of certain metals used in
manufacturing and maintenance of your delivery robots has recently increased or is
expected to increase and whether this affects your expansion goals.
9.We note your disclosure on page 16 stating that you "are substantially reliant on [y]our
relationships with suppliers and service providers for the parts and components in [y]our
robots, as well as for the manufacture of [y]our robots." Please describe the material terms
of your arrangements with suppliers and service providers, and file any material contract
as an exhibit to your registration statement pursuant to Item 601(b)(10) of Regulation S-K.
In this regard, we note your disclosure on page 49 regarding single or limited source
components, and your key suppliers NVIDIA and Ouster, Inc.
10.We note your disclosure on page 22 stating that economic downturns, including inflation,
could materially adversely affect your results of operation. Please update this risk factor if
recent inflationary pressures have materially impacted your operations. In this regard,
identify the types of inflationary pressures you are facing and how your business has been
affected. In addition, please update your disclosure to identify actions planned or taken, if
any, to mitigate inflationary pressures.
We face risks related to natural disasters, health epidemics and other outbreaks, which could
significantly disrupt our operations, page 24
11.Please tailor your disclosure to describe the specific risks applicable to your operations
and products. Clarify, for example, whether your robots are dependent upon internet
and/or broadband connectivity to function, and how disruption thereof would affect their
operations. Discuss the need to charge robot batteries and the effect that power outages
would have. Describe and assess other risks that might adversely affect your operations
and results, such as theft or disablement of robots.
We, any manufacturing partners, and suppliers may rely on complex machinery, page 24
12.Please revise your disclosure which appears to refer to your manufacturing facilities, for
consistency with disclosure elsewhere that indicates you use third-party manufacturers, for
example on pages 16 and 25. Additionally ensure consistency with the discussion of
assembly and manufacturing in your business section, for example on page 49.

 FirstName LastNameAli Kashani
 Comapany NameServe Robotics Inc.
 October 11, 2023 Page 4
 FirstName LastNameAli Kashani
Serve Robotics Inc.
October 11, 2023
Page 4
Description of Our Business, page 42
13.Please revise your disclosure to include a specific, clear description of your current
operations, status of product and service development, and markets and deployment
methods. Distinguish clearly your aspirations from your accomplishments.  Address,
without limitation, each of the following items:

•Identify the current stage of development of your delivery robots and describe your
expected timeline for further development.
•Clearly describe the current automation level of your robots and plans to increase
automation.
•Revise your disclosure that "we plan to expand our fleet by building and deploying
hundreds of new robots in coming years after raising additional rounds of financing,"
by identifying the number of new robots and target year(s) for production and
deployment.
•Clearly disclose your current and anticipated production capacity, including your
expected timeline for ramping up, and distinguish between in-house and third-party
production.
•Clearly describe the steps involved in the research, design, development,
manufacturing, commercialization, and deployment of your delivery robots,
identifying material obstacles to overcome, such as safety testing and regulatory
approvals.
•Indicate which steps are expected to be completed with existing funds, and which
will require additional funding, consistent with your liquidity disclosure elsewhere,
including on page 20.
•Describe the current status of the Uber pilot program and the commercial-scale
agreement to deploy 2,000 robots across the United States referenced on page 51.
•Clarify your business plans with respect to overseas operations or international
markets. In this regard, we note the risk factor references on pages 26 and 29.
14.Please revise your disclosure to describe your customers and the nature of your
contractual arrangements, clearly distinguishing between existing and prospective
customers and arrangements. In this regard, we note references on pages 23 and 25 to
purchases/sales or subscriptions, disclosure on page 22 that, "Although we have engaged
in ongoing dialogue with potential customers, we have no binding commitments to
purchase products and services," and the description of "Partnerships" on page 51. Clarify
which party owns the delivery robots, is responsible for maintenance and repairs, bears the
risk of loss or damage, and has branding or other applicable rights pursuant to your
various contractual arrangements. Describe any warranties and/or indemnifications you
provide in relation to your robots and their operations. Clarify which of the unit costs
described on page 52 are incurred by you or by your customers. Describe the outcome of
your pilot programs and whether these are expected to lead to commercial contracts. Fully
describe the material terms of your agreements with Uber and Seven-11, including what
platform-level integration entails and how revenue is generated.

 FirstName LastNameAli Kashani
 Comapany NameServe Robotics Inc.
 October 11, 2023 Page 5
 FirstName LastNameAli Kashani
Serve Robotics Inc.
October 11, 2023
Page 5
Impact of Robot Delivery, page 44
15.Please balance your disclosure in this section by describing applicable limitations on robot
operations, such as utilization rates, round-trip delivery times, potential safety risks, and
useful lifespan. More fully describe the extent of human involvement with respect to your
existing fleet, including by clarifying the role of human operators and/or supervisors with
respect to the operation of robots or specific use-scenarios. Describe robot storage,
charging requirements, transportation to/from or between deployment locations, and other
relevant logistics considerations.
Competition, page 52
16.We note your disclosure that, "Similar to Serve, Coco focuses on urban delivery but does
not have a marketplace integration with a major third-party delivery platform,
significantly constraining its ability to scale." Please revise to more fully discuss this
difference between Serve and Coco, including whether and how marketplace
integration affects the availability of and fees charged for your respective delivery
services. If delivery fees are standardized (i.e., as between merchants and delivery
platforms, or as between the fees charged for human or robot delivery by a given delivery
platform), then revise disclosure on page 54 that indicates robots reduce delivery costs
accordingly, or advise.
Government Regulations, page 54
17.Please revise your disclosure to discuss the government regulations to which your
business operations are subject. Refer to Items 101(h)(4)(viii), (ix), and (xi) of Regulation
S-K for guidance. In this regard, we note references on pages 16 and 17 to "requisite
permits" from municipalities, Federal Communications Commission regulations,
and Department of Transportation requirements. Please also clarify whether you are
subject to food safety and handling requirements.
Intellectual Property, page 54
18.We note your disclosure stating that you "have applied for 18 patents in China, the United
States, Canada, and through the Patent Cooperation Treaty." Please expand this disclosure
to state how many patents you have applied for in each country including how many have
been granted in each country.
Certain Relationships and Related Party Transactions
Secured Subordinated Promissory Note with Ali Kashani, page 87
19.With regard to the amount involved in this transaction, during the period for which
disclosure is provided, please revise this section to provide disclosure of the largest
aggregate amount of principal outstanding, the amount of principal paid, and the amount
of interest and fees paid. See Item 404(a)(5) of Regulation S-K.

 FirstName LastNameAli Kashani
 Comapany NameServe Robotics Inc.
 October 11, 2023 Page 6
 FirstName LastNameAli Kashani
Serve Robotics Inc.
October 11, 2023
Page 6
Determination of Offering Price, page 93
20.Please revise this section to include disclosure that describe the various factors considered
in determining the initial offering price. See Item 505(a) of Regulation S-K.
Plan of Distribution, page 104
21.Please revise this section to identify the fixed price at which shares may be offered for
resale and to clearly state that the shares may not be offered at-the-market until they are
quoted on the OTCQB, consistent with disclosure elsewhere.
Unaudited Pro Forma Combined Financial Information, page F-43
22.We note that you still include references to the legacy pro forma guidance regarding
adjusting for events that are directly attributable to the transaction, factually supportable,
and expected to have a continuing impact. Please revise your pro forma financial
statements to fully comply with Article 11 of Regulation S-X as amended and to remove
any references to the legacy pro forma guidance. In doing so, confirm that your pro forma
financial statements include all necessary transaction accounting adjustments, including
those that are not expected to have a continuing impact.
Unaudited Pro Forma Combined Balance Sheets , page F-44
23.Please revise your pro forma combined balance sheet to show the number of preferred
stock and common stock authorized, issued and o