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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.
Ali Kashani
FirstName LastNameAli Kashani
Serve Robotics Inc.
Comapany 9,
November NameServe
2023 Robotics Inc.
November
Page 2 9, 2023 Page 2
FirstName LastName
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
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.
FirstName LastNameAli Kashani Sincerely,
Comapany NameServe Robotics Inc.
Division of
Corporation Finance
November 9, 2023 Page 3 Office of
Manufacturing
FirstName LastName