SERV Serve Robotics Inc

As filed with the Securities and Exchange Commission on March 6, 2025

Registration No. 333-281113

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 POST-EFFECTIVE AMENDMENT NO. 1 TO

FORM S-1 ON FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933 

 

SERVE ROBOTICS INC.

(Exact name of registrant as specified in its charter) 

 

Delaware		85-3844872
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

 

730 Broadway

Redwood City, CA 94063

(818) 860-1352

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) 

  

Ali Kashani

Chief Executive Officer

730 Broadway

Redwood City, California 94063

(818) 860-1352

(Name, address, including zip code, and telephone number, including, area code, of agent for service) 

 

With copies to:

 

Albert Vanderlaan, Esq. Orrick, Herrington & Sutcliffe LLP 222 Berkeley Street, Suite 2000 Boston, MA 02116 (617) 880-2219

Evan Dunn General Counsel and Corporate Secretary 730 Broadway Redwood City, California 94063 (818) 860-1352

 

Approximate date of commencement of proposed sale to the public:

 

From time to time after the effective date of this registration statement.

 

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☒

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

 

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐

 

Pursuant to Rule 429(a) under the Securities Act of 1933, as amended (the “Securities Act”), the prospectus contained in this Post-Effective Amendment No. 1 to Form S-1 on Form S-3 (this “Post-Effective Amendment No. 1”) to the registration statement on Form S-1 of the registrant originally declared effective on August 6, 2024 (Registration No. 333-281113) is a combined prospectus including securities remaining unsold under (i) the registration statement on Form S-1 of the registration originally declared effective on December 14, 2023 (Registration No. 333-274547), and (ii) the registration statement on Form S-1 of the registrant declared effective on July 5, 2024 (Registration No. 333-280071). Pursuant to Rule 429(b) under the Securities Act, upon effectiveness, this Post-Effective Amendment No. 1 will constitute Post-Effective Amendment No. 1 to Registration No. 333-281113 and Post-Effective Amendment No. 1 to Registration No. 333-280071.

 

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.

 

 

EXPLANATORY NOTE

 

On September 15, 2023, Serve Robotics Inc. (the “Company”) filed a Registration Statement with the Securities and Exchange Commission (the “SEC”) on Form S-1 (File No. 333-274547), as amended by Amendment No. 1, filed with the SEC on November 1, 2023, and Amendment No. 2, filed with the SEC on November 28, 2023, and originally declared effective by the SEC on December 14, 2023 (the “First Registration Statement”). The First Registration Statement originally registered up to 18,960,989 shares of our common stock, par value $0.0001 per share, which consisted of up to (i) 4,121,632 shares of our common stock issued in a private placement offering in multiple closings on July 31, 2023, August 30, 2023 and October 26, 2023 (the “Private Placement”) (including 937,961 shares of our common stock issued upon conversion of the senior subordinated secured convertible notes offered and sold by Serve Operating Co., a privately held Delaware corporation (formerly known as Serve Robotics Inc.) (“Serve”), to accredited investors (the “Bridge Notes”)); (ii) 468,971 shares of our common stock issuable upon exercise of the warrants issued to investors in connection with the issuance of the Bridge Notes (the “Bridge Warrants”); (iii) an aggregate of 478,571 shares of our common stock issuable upon exercise of the warrants issued to (a) certain registered broker-dealers in connection with the sale of the Bridge Notes (the “Bridge Broker Warrants”) and (b) each of the U.S. registered broker-dealers in connection with the Private Placement (the “Placement Agent Warrants”); (iv) 142,730 shares of our common stock issuable upon exercise of the warrants of Serve that were assumed by the Company in connection with the merger between us and Serve (the “Merger”); (v) 12,249,085 shares of our common stock privately issued to the selling stockholders on July 31, 2023 in exchange for the capital stock of Serve in connection with the closing of the Merger, which excludes the restricted stock held by the Company’s current or former employees who have waived their registration rights (the “Merger Shares”); and (vi) 1,500,000 shares of our common stock held by the stockholders of Patricia Acquisition Corp., our predecessor, prior to the Merger.

 

On June 7, 2024, the Company filed a Registration Statement on Form S-1 (Registration No. 333-280071), as amended by Amendment No. 1, filed with the SEC on June 28, 2024, which was subsequently declared effective by the SEC on July 5, 2024 (the “Second Registration Statement”). The Second Registration Statement originally registered up to 4,813,041 shares which consisted of up to (i) 2,104,562 shares of our common stock issued upon conversion of certain convertible promissory notes (the “Convertible Promissory Notes”); (ii) 500,000 shares of our common stock issuable upon exercise of the warrant (the “Underwriter Warrant”) issued to Aegis Capital Corp. (“Aegis”) in connection with the public offering and uplisting of our common stock (the “Public Offering”); (iii) 63,479 shares of our common stock issuable upon exercise of the warrants (the “Network 1 Warrants”) issued to Network 1 Financial Securities, Inc. (“Network 1”) at the closing of the Public Offering for their service as placement agent for the Convertible Promissory Notes; and (iv) 2,145,000 shares of our common stock issuable upon exercise of the warrant (the “Magna Warrant”) issued to Magna New Mobility USA, Inc. (“Magna”) in connection with our strategic partnership with Magna.

 

On July 31, 2024, the Company filed a Registration Statement on Form S-1 (Registration No. 333-281113), which was subsequently declared effective by the SEC on August 6, 2024 (the “Third Registration Statement”). The Third Registration Statement originally registered up to 5,000,000 shares of common stock, which consisted of up to (i) 2,500,000 shares of our common stock issuable upon exercise of the pre-funded warrants issued to Armistice Capital Master Fund Ltd. (“Armistice”) in connection with a private placement of warrants and pre-funded warrants (the “July 2024 PIPE”) and (ii) 2,500,000 shares of our common stock issuable upon exercise of the warrants issued to Armistice in connection with the July 2024 PIPE.

 

This Post-Effective Amendment No. 1 is being filed by the Company to (i) combine the prospectuses included in the First Registration Statement, Second Registration Statement and Third Registration Statement (collectively, the “Registration Statements”), pursuant to Rule 429 under the Securities Act; (ii) convert the Registration Statements into a registration statement on Form S-3; and (iii) to update certain information regarding the securities being offered pursuant to the prospectus contained herein.

 

No additional securities are being registered under this Post-Effective Amendment No. 1. All applicable registration fees were paid at the time of the original filings of the Registration Statements. 

 

 

The information in this preliminary prospectus is not complete and may be changed without notice. The selling stockholders may not sell these securities pursuant to this prospectus until the registration statement filed with the Securities and Exchange Commission becomes effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

 

SUBJECT TO COMPLETION, DATED MARCH 6, 2025

 

PRELIMINARY PROSPECTUS

 

 

Up to 20,046,997 Shares of Common Stock

 

This prospectus relates to the registration and resale by the selling stockholders named under the heading “Selling Stockholders” in this prospectus (which term as used in this prospectus includes its respective transferees, pledgees, distributees, donees and successors-in-interest, each a “selling stockholder” and, collectively, the “selling stockholders”) of up to 20,046,997 shares (the “Shares”) of our common stock, par value $0.0001 per share, of Serve Robotics Inc. (the “Company”), which includes: up to (i) 4,059,132 shares of our common stock issued in a private placement offering in multiple closings on July 31, 2023, August 30, 2023 and October 26, 2023 (the “Private Placement”) (including 937,961 shares of our common stock issued upon conversion of the senior subordinated secured convertible notes offered and sold by Serve Operating Co., a privately held Delaware corporation (formerly known as Serve Robotics Inc.) (“Serve”), to accredited investors (the “Bridge Notes”)); (ii) 468,971 shares of our common stock issuable upon exercise of the warrants issued to investors in connection with the issuance of the Bridge Notes (the “Bridge Warrants”); (iii) an aggregate of 478,571 shares of our common stock issuable upon exercise of the warrants issued to (a) certain registered broker-dealers in connection with the sale of the Bridge Notes (the “Bridge Broker Warrants”) and (b) each of the U.S. registered broker-dealers in connection with the Private Placement (the “Placement Agent Warrants”); (iv) 142,730 shares of our common stock issuable upon exercise of the warrants of Serve (the “Existing Serve Warrants”) that were assumed by the Company in connection with the merger between us and Serve (the “Merger”); (v) 9,634,681 shares of our common stock privately issued to the selling stockholders on July 31, 2023 in exchange for the capital stock of Serve in connection with the closing of the Merger, which excludes the restricted stock held by the Company’s current or former employees who have waived their registration rights (the “Merger Shares”); (vi) 1,500,000 shares of our common stock held by the stockholders of Patricia Acquisition Corp., our predecessor, prior to the Merger; (vii) 1,054,433 shares of our common stock issued upon conversion of certain convertible promissory notes (the “Convertible Promissory Notes,” and together with the Bridge Notes, collectively, the “Notes”); (viii) 500,000 shares of our common stock issuable upon exercise of the warrant (the “Underwriter Warrant”) issued to Aegis Capital Corp. (“Aegis”) in connection with the public offering and uplisting of our common stock (the “Public Offering”); (ix) 63,479 shares of our common stock issuable upon exercise of the warrants (the “Network 1 Warrants”) issued to Network 1 Financial Securities, Inc. (“Network 1”) at the closing of the Public Offering for their service as placement agent for the Convertible Promissory Notes; and (x) 2,145,000 shares of our common stock issuable upon exercise of the warrant (the “Magna Warrant” and collectively with the Bridge Warrants, Bridge Broker Warrants, Placement Agent Warrants, Existing Serve Warrants, Underwriter Warrant, Network 1 Warrants and Magna Warrant, the “Warrants”) issued to Magna New Mobility USA, Inc. (“Magna”) in connection with our strategic partnership with Magna. 

 

This prospectus provides you with a general description of such securities and the general manner in which the selling stockholders may offer or sell their securities. More specific terms of any securities that the selling stockholders may offer or sell may be provided in a prospectus supplement that describes, among other things, the specific amounts and prices of the securities being offered and the terms of the offering. The prospectus supplement may also add, update or change information contained in this prospectus.

 

 

We are registering the securities described above for resale pursuant to, among other things, the selling stockholders’ registration rights under certain agreements between us and the selling stockholders. Our registration of the securities covered by this prospectus does not mean that either we or the selling stockholders will issue, offer or sell, as applicable, any of the securities. We will not receive any of the proceeds from such sales of the shares of our common stock, except with respect to amounts received by us upon the exercise of the Warrants for cash. The selling stockholders may sell the shares of our common stock offered by this prospectus from time to time through the means described in this prospectus under the caption “Plan of Distribution.”

 

We will bear all costs, expenses and fees in connection with the registration of the shares of our common stock. The selling stockholders will bear all discounts, concessions, commissions and similar selling expenses, if any, attributable to their respective sales of the shares of our common stock.

 

Our common stock is currently traded on The Nasdaq Capital Market, LLC (“Nasdaq”) under the ticker symbol “SERV”. On March 4, 2025, the last reported sale price of our common stock on Nasdaq was $8.40 per share.

 

We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the entire prospectus and any amendments or supplements carefully before you make your investment decision.

 

We are an “emerging growth company” and a “smaller reporting company” as defined under the federal securities laws and, as such, are eligible for reduced public company reporting requirements. See “Prospectus Summary — Implications of Being an Emerging Growth Company and a Smaller Reporting Company.”

 

Investing in our common stock involves a high degree of risk. Please consider carefully the risks described in this prospectus under “Risk Factors” beginning on page 4 of this prospectus and in our filings with the Securities and Exchange Commission.

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

This prospectus is dated             , 2025

 

 

TABLE OF CONTENTS

  

	Page No.
ABOUT THIS PROSPECTUS	ii
PROSPECTUS SUMMARY	1
THE OFFERING	3
RISK FACTORS	4
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	5
USE OF PROCEEDS	6
SELLING STOCKHOLDERS	7
PLAN OF DISTRIBUTION	14
LEGAL MATTERS	15
WHERE YOU CAN FIND MORE INFORMATION	15
EXPERTS	15
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE	16

 

 

ABOUT THIS PROSPECTUS

 

This prospectus is part of a registration statement on Form S-3 that we have filed with the SEC pursuant to which the selling stockholders named herein may, from time to time, offer and sell or otherwise dispose of the Shares covered by this prospectus. You should not assume that the information contained in this prospectus is accurate on any date subsequent to the date set forth on the front cover of this prospectus or that any information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus is delivered or Shares are sold or otherwise disposed of on a later date.

 

This prospectus does not contain all of the information included in the registration statement. For a more complete understanding of the offering of the Shares, you should refer to the registration statement including the exhibits. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the heading “Where You Can Find More Information.” We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference in the accompanying prospectus were made solely for the benefit of the parties to such agreement, including in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs. It is important for you to read and consider all information contained in this prospectus, including the documents incorporated by reference therein, in making your investment decision. You should also read and consider the information in the documents to which we have referred you under “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference” in this prospectus.

 

We and the selling stockholders have not authorized anyone to give any information or to make any representation to you other than those contained or incorporated by reference in this prospectus. You must not rely upon any information or representation not contained or incorporated by reference in this prospectus. This prospectus does not constitute an offer to sell or the solicitation of an offer to buy any of the shares of our common stock other than the Shares covered hereby, nor does this prospectus constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the United States are required to inform themselves about, and to observe, any restrictions as to the offering and the distribution of this prospectus applicable to those jurisdictions.

 

This prospectus, including the documents incorporated by reference herein, includes statements that are based on various assumptions and estimates that are subject to numerous known and unknown risks and uncertainties. Some of these risks and uncertainties are described in the section entitled “Risk Factors” beginning on page 4 of this prospectus and as described in Part I, Item 1A (Risk Factors) of our most recent Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 6, 2025, as updated by our subsequent filings with the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These and other important factors could cause our future results to be materially different from the results expected as a result of, or implied by, these assumptions and estimates. You should read the information contained in, or incorporated by reference into, this prospectus completely and with the understanding that future results may be materially different from and worse than what we expect. See the information included under the heading “Special Note Regarding Forward-Looking Statements.”

 

In this prospectus, references to the “Company,” “we,” “us,” and “our” refer to Serve Robotics Inc. and its subsidiaries. The phrase “this prospectus” refers to this prospectus and any applicable prospectus supplement, unless the context requires otherwise. All references to “Serve” refer to Serve Operating Co. (formerly known as Serve Robotics Inc.), a privately held Delaware corporation and our direct, wholly-owned subsidiary. Serve holds all material assets and conducts all business activities and operations of Serve Robotics Inc.

 

 

RISK FACTORS

 

Investing in our common stock involves a high degree of risk. You should carefully consider the risks and uncertainties and all other information, documents or reports included or incorporated by reference in this prospectus and, if applicable, any prospectus supplement or other offering materials, including the risks and uncertainties discussed and described in Part I, Item 1A (Risk Factors) of our most recent Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 6, 2025, as updated by our subsequent filings with the SEC under the Exchange Act, which are incorporated by reference, in this prospectus, and any updates to those risk factors included from time to time in our periodic and current reports filed with the SEC and incorporated by reference in this prospectus, before making any decision to invest in shares of our common stock. If any of the events discussed in these risk factors occurs, our business, prospects, results of operations, financial condition and cash flows could be materially harmed. If that were to happen, the trading price of our common stock could decline, and you could lose all or part of your investment. Additional risks not currently known to us or other factors not perceived by us to present significant risks to our business at this time also may impair our business operations.

 

 

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This prospectus and the documents we have filed with the SEC that are incorporated by reference contain “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that involve substantial risks and uncertainties. In some cases, forward-looking statements are identified by the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “future,” “goals,” “intend,” “likely,” “may,” “might,” “ongoing,” “objective,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “strategy,” “will” and “would” or the negative of these terms, or other comparable terminology intended to identify statements about the future. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements.

 

Although we believe that we have a reasonable basis for each forward-looking statement contained in this prospectus and the documents that we have filed with the SEC that are incorporated by reference, such statements are based on a combination of facts and factors currently known by us and our expectations of the future, about which we cannot be certain. Forward-looking statements include statements about:

 

●

our ability to protect and enforce our intellectual property and the scope and duration of such protection;

 

●

our reliance on third parties, including suppliers, delivery platforms, brand sponsors, software providers and service providers;

 

●

our ability to operate in public spaces and any errors caused by human supervisors, network connectivity or automation;

 

●

our robots’ reliance on sophisticated software technology that incorporates third-party components and networks to operate and our ability to maintain licenses for this software technology;

 

●

our ability to commercialize our products at a large scale;

 

●

the competitive industry in which we operate which is subject to rapid technological change;

 

●

our ability to raise additional capital to develop our technology and scale our operations;

 

●

developments and projections relating to our competitors and our industry;

 

●

our ability to adequately control the costs associated with our operations;

 

●

the impact of current and future laws and regulations, especially those related to personal delivery devices;

 

●

potential cybersecurity risks to our operational systems, infrastructure and integrated software by us or third-party vendors; and

 

●

other risks and uncertainties, including those described in Part I, Item 1A (Risk Factors) of our most recent Annual Report on Form 10-K for the year ended December 31, 2024.

 

These statements relate to future events or our future operational or financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed in Part I, Item 1A (Risk Factors) of our most recent Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 6, 2025 and elsewhere in this prospectus, in any applicable prospectus supplement and in any related free writing prospectus.

 

Any forward-looking statement in this prospectus, in any applicable prospectus supplement and in any related free writing prospectus reflects our current view with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to our business, results of operations, industry and future growth. Given these uncertainties, you should not place undue reliance on these forward-looking statements. No forward-looking statement is a guarantee of future performance. You should read this prospectus, any applicable prospectus supplement and any related free writing prospectus and the documents that we reference therein and have filed with the SEC as exhibits thereto completely and with the understanding that our actual future results may be materially different from any future results expressed or implied by these forward-looking statements. Except as required by law, we assume no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future.

 

This prospectus contains, and any applicable prospectus supplement and any related free writing prospectus may contain, estimates, projections and other information concerning our industry, our business and the markets for certain robotics. Information based on estimates, forecasts, projections or similar methodologies is inherently subject to uncertainties and actual events or circumstances may differ materially from events and circumstances reflected in this information. Unless otherwise expressly stated, we obtained these industry, business, market and other data from reports, research surveys, studies and similar data prepared by third parties, industry, medical and general publications, government data and similar sources that we believe to be reliable. In some cases, we do not expressly refer to the sources from which such data are derived.

 

 

USE OF PROCEEDS

 

We are filing the registration statement of which this prospectus forms a part to permit the holders of the Shares described in the section entitled “Selling Stockholders” to resell such Shares. We are not selling any securities under this prospectus, and we will not receive any proceeds from the sale or other disposition of shares of our common stock held by the selling stockholders. However, we will receive the proceeds of any exercise of the Warrants for cash.

 

The selling stockholders will pay any underwriting discounts and commissions and expenses incurred by the selling stockholders for brokerage, accounting, tax or legal services or any other expenses incurred by the selling stockholders in disposing of these Shares unless otherwise set forth in a separate agreement. We will bear all other costs, fees and expenses incurred in effecting the registration of the Shares covered by this prospectus, including, without limitation, all registration and filing fees, Nasdaq listing fees and fees and expenses of our counsel and our accountants.

 

 

SELLING STOCKHOLDERS

 

This prospectus relates to the resale by the selling stockholders from time to time of up to 20,046,997 shares of our common stock. 

 

The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of our common stock by the selling stockholders. The second column lists the number of shares of common stock beneficially owned by the selling stockholders, based on their ownership of Warrants, assuming exercise of the Warrants held by the selling stockholders, without regard to any limitations on exercises.

 

The third column lists the shares of our common stock being offered by this prospectus by the selling stockholders.

 

The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus.

 

The selling stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.”

 

Name of Selling Stockholders		Shares Owned Before the Offering				Shares Being Offered(1)(2)				Shares Owned After the Offering (%)(1)(2)
1161544 B.C. LTD			4,195				4,195			*
7-Ventures, LLC			357,836				357,836			*
Abundium, S.L.U.			50,000				50,000			*
ACNYC, LLC			104,843				104,843			*
Adolfo Carmona & Donna Carmona			25,000				25,000			*
Aegis Capital Corp.+			714,349				714,349	(6)		*
Aegis Delivers Opportunity Fund LLC+			1,116,886				1,116,886			*
Akita Partners LLC			14,062				17,968	(7)		*
Akshay Thakor			9,200				9,200			*
Ali Kashani(3)			59,965				61,527	(8)		*
Alireza Tahmasebzadeh			1,562				2,343	(9)		*
Amanda Rose Saccomanno			7,812				11,718	(10)		*
Amirali Aliabadi			16,327				16,327			*
Andrew Przybylski			1,840				1,840			*
Andrew Smukler			7,812				11,718	(11)		*
Anik Guha			920				920			*
Anthony Armenta			25,000				25,000			*
Arash Fasihi			28,839				28,839			*
Arjoch Holding LLC			12,750				12,750			*
Armenta 2012 Revocable Trust Dated July 13, 2012			3,680				3,680			*
Atul Sood			5,152				5,152			*
Barry Shemaria			10,937				16,405	(12)		*
Bastian Lehmann			55,207				55,207			*
Ben Bear			5,501				5,501			*
Benny Wing Fei Wong			4,600				4,600			*
Bikram Dang			7,728				7,728			*
Brian Fischhoff and Andrea Fischhoff			6,250				6,250			*

 

 

Name of Selling Stockholders		Shares Owned Before the Offering				Shares Being Offered(1)(2)				Shares Owned After the Offering(%)(1)(2)
Brian M. Kandel - Individual 401K			10,000				10,000			*
Bruce D. Singleton			15,625				23,437	(13)		*
Bruce H. Seyburn			23,428				23,428			*
Bruce Haverberg and Donna Haverberg			22,984				22,984			*
Carlos de Serpa Pimentel			15,625				23,437	(14)		*
Carroll, Michael & Carroll, Sheila			21,875				32,812	(15)		*
Casimir S. Skrzypczak			6,250				6,250			*
Christian Felipe			66,937				66,937			*
Christiane Collin			38,645				38,645			*
Christopher McGowan			6,250				6,250			*
Christopher Washburn			6,250				6,250			*
Clay Lebhar			16,734				16,734			*
Conconi FT Holdings Ltd			31,172				31,172			*
Coughdrop Capital Fund II, a series of Coughdrop Capital, LP			6,440				6,440			*
Craig H. Unger			3,125				4,687	(16)		*
Daniel Michael			20,968				20,968			*
David Landskowsky+			--				87,934	(17)		*
Deccan Pacific Ventures, LLC			6,250				6,250			*
Delivery Hero Ventures GmbH			354,325				354,325			*
DeLoach LS Investments LLC			25,000				25,000			*
Derrick Ko			4,600				4,600			*
DiBenedetto Family Foundation, Inc.			20,934				20,934			*
DiBenedetto Holdings LLC			12,500				12,500			*
Dipanshu Sharma			6,250				6,250			*
Division Street Investment Club			3,750				3,750			*
Doug Wertheimer			45,968				45,968			*
Dr. Joshua J Gooden & Janeen Gooden JTWROS			6,250				9,375	(18)		*
Dr. Mariusz J. Klin			4,687				7,030	(19)		*
Dyke Rogers			41,937				41,937
Edward P. Swyer			12,500				12,500			*
Elicia W. David			6,250				6,250			*
Emre Schveighoffer			6,250				6,250			*
Eric Nicolassy+			1,200				1,200	(20)		*
Eric Rubenstein+			--				87,935	(21)		*
Eric S. Mischel			6,250				6,250			*
Ernest W. Moody Revocable Trust			31,250				46,875	(22)		*
Finvasco Capital Management LLC			51,527				51,527			*
Foundry Square Investors - XXI, LLC			7,360				7,360			*
Fund I, a series of Great Circle Venture, LP			14,169				14,169			*
Future VC, LLC			9,200				9,200			*
Garnex, S.L.U.			50,000				50,000			*
George A. Parmer			15,625				23,437	(23)		*
Gloria Lynn Roth			9,375				14,062	(24)		*
Good AI Capital Fund I, LP			46,925				46,925			*
Goodwin Family Partnership			6,250				6,250			*
Graph Ventures 6, L.P.			36,805				36,805			*

 

 

Name of Selling Stockholders		Shares Owned Before the Offering				Shares Being Offered(1)(2)				Shares Owned After the Offering(%)(1)(2)
Gubbay Investments, LLC			20,081				20,081			*
HABD Investments Inc.			6,440				6,440			*
HAND Capital, LLC			104,894				104,894			*
Hold It Right There Holdings Ltd.			10,304				10,304			*
Ian Jacobs			125,000				125,000			*
Industrious Ventures I, L.P.			128,819				128,819			*
Jaffrael, LLC			12,500				12,500			*
James Buckly Jordan			--				64,410	(25)		*
James H. Wiesenberg			7,500				7,500			*
James Kuhn			18,810				18,810			*
James Robinson and Jennifer Robinson			33,434				33,434			*
James W. Lees			7,812				11,718	(26)		*
Jeffrey Shealy			46,875				70,312	(27)		*
JJW GST Irrevocable Trust			26,186				26,186			*
Joan L Bonanno TTE U/A DTD 12/05/2002 By Joan L Bonanno			53,125				60,937	(28)		*
Joel A. Stone Irrevocable Credit Shelter Trust			27,218				27,218			*
John Bicher			10,467				10,467			*
John V. Wagner Jr.			23,281				29,921	(29)		*
Jose Fune			6,250				6,250			*
Joseph A. Messah			7,812				11,718	(30)		*
Joseph O. Manzi			21,875				29,687	(31)		*
Joshua and Dana Pollick Living Trust, dated March 30, 2020			920				920			*
Joshua Schachter			9,200				9,200			*
JP Armenio			41,869				41,869			*
Kent Tucker Andersen			25,000				25,000			*
Khaled Naim			6,546				6,546			*
Kirby Frank			18,387				18,387			*
Laidlaw & Company (UK) Ltd.+			--				37,350	(32)		*
Lawrence Altman			6,250				6,250			*
Lawrence M. Koresko			6,250				6,250			*
Leonard M. Schiller Revocable Trust dtd 10/3/1997			41,937				41,937			*
Ligi Investments, LLLP			25,000				25,000			*
Lily Sarafan			18,402				18,402			*
LJ Ventures Fund II, L.P.			220,832				220,832			*
Lora G. Shealy			46,875				70,312	(33)		*
Louis Buckworth			75,000				75,000			*
Magna New Mobility USA, Inc.			2,145,000				2,145,000	(34)		*
Mana Ventures, LP – C1			4,833				4,833			*
Marc Greenberg			2,576				2,576			*
Marc Zarraga			6,250				6,250			*
Mark Tompkins			1,687,500				1,843,750	(35)		*
Match Robotics VC, LLC			77,291				77,291			*
Matthew B. Zarraga			12,500				12,500			*
Matthew G. Baebler			7,500				11,250	(36)		*
Matthew Simoncini			62,500				93,750	(37)		*
Michael M. Mainero			6,250				6,250			*
Michael O’Connell			12,500				12,500			*
Michael Sigmund			20,934				20,934			*
Miguel Zarraga+			8,373				10,723	(38)		*

 

 

Name of Selling Stockholders		Shares Owned Before the Offering				Shares Being Offered(1)(2)				Shares Owned After the Offering (%)(1)(2)
Minacore Industrial Group Ltd			6,248				6,248			*
Mojtaba Asgarian			2,998				2,998			*
MP Stewart LLC			31,250				46,875	(39)		*
NEO 2.0, L.P.			1,420,228				1,420,228			*
NEO 2.0a, L.P.			18,000				18,000			*
Network 1 Financial Advisors, Inc.+			5,233				5,233			*
Network 1 Financial Securities, Inc.+			--				28,873	(40)		*
Nicholas P. McGovern			15,625				23,437	(41)		*
Nicolas Barrett			12,500				12,500			*
Northlea Partners LLLP			6,250				6,250			*
Nunley Investment, LLC			41,869				41,869			*
Olivier Vincent(4)			9,928				9,928			*
One Planet VC, LLC			91,651				91,651			*
Pacific Premier Trust Custodian FBO Arash Afrakhtah Roth IRA			18,402				18,402			*
PACIFIC PREMIER TRUST CUSTODIAN FBO ARASH AFRAKHTEH IRA			13,093				13,093			*
Paul J. Van Der Merwe			15,625				23,437	(42)		*
Philip M. Cannella			6,250				6,250			*
Plamen Alendarov			25,000				25,000			*
Postmates, LLC(5)			5,298,833				4,173,833			2.0	%
Pourdad Capital Corp., a Bahamas corporation			31,283				31,283			*
Raana Kashani Gregg			3,680				3,680			*
Raymond J Bonanno TTE U/A DTD 12/05/2002 By Raymond J Bonanno			53,125				60,937	(43)		*
Reza Karimi			22,500				22,500			*
Richard & Mary Leslie Kingston			7,812				11,718	(44)		*
Richard David			20,968				20,968			*
Richard David IRA Axos Clearing Custodian			12,500				12,500			*
Richard Molinsky			7,812				11,718	(45)		*
Robert Caione			15,625				23,437	(46)		*
Robert John Busch			10,000				10,000			*
Robert Swikart			12,500				12,500			*
Robert Viggiano and Angela Viggiano			12,750				12,750			*
Roberto Mendez & Eliana Cardenas JTWROS			7,812				11,718	(47)		*
Ronald Nash			25,000				25,000			*
Russell and Lindsay Cook Revocable Trust u/d/t 11/19/2018			38,645				38,645			*
Saiyed Atiq Raza and Nandini Saraiya 2012 Revocable Trust dtd 11/26/12			31,453				31,453			*
Sandra Zarraga			13,750				13,750			*
Sanjay Sathe			34,793				34,793			*
Sarbjit Johl			7,812				11,718	(48)		*
Satish Rao			7,500				7,500			*
Scher Family LP			25,000				25,000			*
Scott Byer			7,812				11,718	(49)		*

 

 

Name of Selling Stockholders		Shares Owned Before the Offering				Shares Being Offered(1)(2)				Shares Owned After the Offering(%)(1)(2)
Scott Cardone+			--				12,516	(50)		*
SE Fund I, a series of Great Circle Venture, LP			24,475				24,475			*
Selene Casabal			1,250				1,250			*
SER Fund I, a series of MV Funds, LP			116,975				116,975			*
Serve Robotics I, a Series of Republic Deal Room Master Fund, LP			93,140				93,140			*
Serve Robotics II, A Series of Republic Deal Room Master Fund, LP			61,776				61,776			*
Shawn P. Guttersen			31,250				46,875	(51)		*
Silicon Valley Bank			17,517				17,517			*
SourceCode Communications LLC			--				13,911	(52)		*
Spring Ventures SF LLC			25,763				25,763			*
Stephen Mut			5,000				5,000			*
Sterling Road 2, L.P.			44,839				44,839			*
Steve Cohen			12,500				12,500			*
STRLNG RD SRV 1, LLC			104,606				104,606			*
Suhail Al Ansari			6,265				6,265			*
Suresh Patel			6,500				6,500			*
Tara Best+			--				1,500	(53)		*
The Michael E. Portnoy Revocable Trust			12,500				12,500			*
The Plaice Family Living Trust			36,805				36,805			*
Think + Ventures Fund II, LP			202,429				202,429			*
Thomas Ciano & Theresa Ciano			8,774				8,774			*
Thomas Collins			20,312				30,468	(54)		*
Thomas S. Murray			46,875				70,312	(55)		*
Tiferes Ventures I, L.P.			130,931				130,931			*
Timothy Herrmann+			--				19,162	(56)		*
Todd Harrigan+			--				12,158	(57)		*
Tofu Properties LLC			6,250				6,250			*
Tribeca Corporate Services, LLC			--				64,409	(58)		*
Tribridge Limited			91,651				91,651			*
Troy Hornbeck			12,560				12,560			*
Venture Lending & Leasing IX, LLC			189,547				189,547			*
Viken Manoukian			7,812				11,718	(59)		*
Vincent Labarbara+			--				32,223	(60)		*
Wavemaker Global Select II, LLC			659,035				659,035			*
Wavemaker Pacific 4, L.P.			1,220,206				1,220,206			*
William Hunt+			4,193				8,693	(61)		*
William Hunt and Richard Eckhoff+			6,280				6,280			*
William R. Hunt, Jr.			3,750				3,750			*
William R. Hunt, Jr. - R/O IRA			2,500				2,500			*
Wolsonovich SEF, LLC			20,968				20,968			*
Zaizhuang Cheng			4,600				4,600			*
Zero1derful Living Trust			435,740				435,740			*

 

*

Less than 1%

 

+

The selling stockholder is a broker-dealer or an affiliate of a broker-dealer. The selling stockholder has represented to us that (i) it purchased the securities in the ordinary course of business, and (ii) at the time of the purchase of the securities, the selling stockholder had no agreements or understandings, directly or indirectly, with any person to distribute the securities.

 

(1)	Applicable percentage ownership is based on 56,918,226 shares of our common stock outstanding as of March 4, 2025.

 

(2)

Assumes the sale of all shares offered in this prospectus.

 

(3)

Ali Kashani is our Chief Executive Officer and Chairman of our board of directors.

 

(4)

Olivier Vincent is a member of our board of directors.

 

 

(5)

Postmates beneficially owns greater than 5% of our common stock.

 

(6)

Includes 714,349 shares of common stock issuable upon exercise of warrants held by selling stockholder.

 

(7)

Includes 3,906 shares of common stock issuable upon exercise of warrants held by selling stockholder.

 

(8)

Includes 1,562 shares of common stock issuable upon exercise of warrants held by selling stockholder.

 

(9)

Includes 781 shares of common stock issuable upon exercise of warrants held by selling stockholder.

 

(10)

Includes 3,906 shares of common stock issuable upon exercise of warrants held by selling stockholder.

 

(11)

Includes 3,906 shares of common stock issuable upon exercise of warrants held by selling stockholder.

 

(12)

Includes 5,468 shares of common stock issuable upon exercise of warrants held by selling stockholder.

 

(13)

Includes 7,812 shares of common stock issuable upon exercise of warrants held by selling stockholder.

 

(14)

Includes 7,812 shares of common stock issuable upon exercise of warrants held by selling stockholder.

 

(15)

Includes 10,937 shares of common stock issuable upon exercise of warrants held by selling stockholder.

 

(16)

Includes 1,562 shares of common stock issuable upon exercise of warrants held by selling stockholder.

 

(17)

Includes 87,934 shares of common stock issuable upon exercise of warrants held by selling stockholder.

 

(18)

Includes 3,125 shares of common stock issuable upon exercise of warrants held by selling stockholder.

 

(19)

Includes 2,343 shares of common stock issuable upon exercise of warrants held by selling stockholder.

 

(20)

Includes 1,200 shares of common stock issuable upon exercise of warrants held by selling stockholder.

 

(21)

Includes 87,935 shares of common stock issuable upon exercise of warrants held by selling stockholder.

 

(22)

Includes 15,625 shares of common stock issuable upon exercise of warrants held by selling stockholder.

 

(23)

Includes 7,812 shares of common stock issuable upon exercise of warrants held by selling stockholder.

 

(24)

Includes 4,687 shares of common stock issuable upon exercise of warrants held by selling stockholder.

 

(25)

Includes 64,410 shares of common stock issuable upon exercise of warrants held by selling stockholder.

 

(26)

Includes 3,906 shares of common stock issuable upon exercise of warrants held by selling stockholder.

 

(27)

Includes 23,437 shares of common stock issuable upon exercise of warrants held by selling stockholder.

 

(28)

Includes 7,812 shares of common stock issuable upon exercise of warrants held by selling stockholder.

 

(29)

Includes 6,640 shares of common stock issuable upon exercise of warrants held by selling stockholder.

 

(30)

Includes 3,906 shares of common stock issuable upon exercise of warrants held by selling stockholder.

 

(31)

Includes 7,812 shares of common stock issuable upon exercise of warrants held by selling stockholder.

 

(32)

Includes 37,350 shares of common stock issuable upon exercise of warrants held by selling stockholder.

 

(33)

Includes 23,437 shares of common stock issuable upon exercise of warrants held by selling stockholder.

 

 

(34)

Includes 2,145,000 shares of common stock issuable upon exercise of warrants held by selling stockholder.

 

(35)

Includes 156,250 shares of common stock issuable upon exercise of warrants held by selling stockholder.

 

(36)

Includes 3,750 shares of common stock issuable upon exercise of warrants held by selling stockholder.

 

(37)

Includes 31,250 shares of common stock issuable upon exercise of warrants held by selling stockholder.

 

(38)

Includes 2,350 shares of common stock issuable upon exercise of warrants held by selling stockholder.

 

(39)

Includes 15,625 shares of common stock issuable upon exercise of warrants held by selling stockholder.

 

(40)

Includes 28,873 shares of common stock issuable upon exercise of warrants held by selling stockholder.

 

(41)

Includes 7,812 shares of common stock issuable upon exercise of warrants held by selling stockholder.

 

(42)

Includes 7,812 shares of common stock issuable upon exercise of warrants held by selling stockholder.

 

(43)

Includes 7,812 shares of common stock issuable upon exercise of warrants held by selling stockholder.

 

(44)

Includes 3,906 shares of common stock issuable upon exercise of warrants held by selling stockholder.

 

(45)

Includes 3,906 shares of common stock issuable upon exercise of warrants held by selling stockholder.

 

(46)

Includes 7,812 shares of common stock issuable upon exercise of warrants held by selling stockholder.

 

(47)

Includes 3,906 shares of common stock issuable upon exercise of warrants held by selling stockholder.

 

(48)

Includes 3,906 shares of common stock issuable upon exercise of warrants held by selling stockholder.

 

(49)

Includes 3,906 shares of common stock issuable upon exercise of warrants held by selling stockholder.

 

(50)

Includes 12,516 shares of common stock issuable upon exercise of warrants held by selling stockholder.

 

(51)

Includes 15,625 shares of common stock issuable upon exercise of warrants held by selling stockholder.

 

(52)

Includes 13,911 shares of common stock issuable upon exercise of warrants held by selling stockholder.

 

(53)

Includes 1,500 shares of common stock issuable upon exercise of warrants held by selling stockholder.

 

(54)

Includes 10,156 shares of common stock issuable upon exercise of warrants held by selling stockholder.

 

(55)

Includes 23,437 shares of common stock issuable upon exercise of warrants held by selling stockholder.

 

(56)

Includes 19,162 shares of common stock issuable upon exercise of warrants held by selling stockholder.

 

(57)

Includes 12,158 shares of common stock issuable upon exercise of warrants held by selling stockholder.

 

(58)

Includes 64,409 shares of common stock issuable upon exercise of warrants held by selling stockholder.

 

(59)

Includes 3,906 shares of common stock issuable upon exercise of warrants held by selling stockholder.

 

(60)

Includes 32,223 shares of common stock issuable upon exercise of warrants held by selling stockholder.

 

(61)

Includes 4,500 shares of common stock issuable upon exercise of warrants held by selling stockholder.

 

 

PLAN OF DISTRIBUTION

 

The selling stockholders and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their securities covered hereby on the principal trading market or any other stock exchange, market or trading facility on which the securities are traded or in private transactions. These sales may be at fixed or negotiated prices. A selling stockholder may use any one or more of the following methods when selling securities:

 

●

ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

 

●

block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;

 

●

purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

 

●

an exchange distribution in accordance with the rules of the applicable exchange;

 

●

privately negotiated transactions;

 

●

settlement of short sales;

 

●

in transactions through broker-dealers that agree with the selling stockholders to sell a specified number of such securities at a stipulated price per security;

 

●

through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

 

●

a combination of any such methods of sale; or

 

●

any other method permitted pursuant to applicable law.

 

The selling stockholders may also sell securities under Rule 144 or any other exemption from registration under the Securities Act, if available, rather than under this prospectus.

 

Broker-dealers engaged by the selling stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling stockholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with FINRA IM-2440.

 

In connection with the sale of the securities or interests therein, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The selling stockholders may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities to broker-dealers that in turn may sell these securities. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

 

The selling stockholders and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. The selling stockholders have informed the Company that they do not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the securities.

 

The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the securities. The Company has agreed to indemnify the selling stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

 

We agreed to keep this prospectus effective until the earlier of (i) the date on which the securities may be resold by the selling stockholders without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for the Company to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule of similar effect or (ii) all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

 

Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in market making activities with respect to our common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the selling stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of our common stock by the selling stockholders or any other person. We will make copies of this prospectus available to the selling stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).

 

 

LEGAL MATTERS

 

The validity of the Shares being offered by this prospectus is being passed upon for us by Orrick, Herrington & Sutcliffe LLP, Boston, Massachusetts.

 

EXPERTS

 

The consolidated financial statements of Serve Robotics Inc. appearing in its Annual Report on Form 10-K for the year ended December 31, 2024, incorporated by reference in this prospectus, have been audited by dbbmckennon, independent registered public accounting firm, as set forth in their report, which is incorporated herein by reference. Such consolidated financial statements have been so incorporated by reference in reliance upon the report of such firm given their authority as experts in accounting and auditing.

 

WHERE YOU CAN FIND MORE INFORMATION

 

We have filed with the SEC this registration statement on Form S-3 under the Securities Act with respect to the shares of our common stock being offered by this prospectus. This prospectus, which constitutes a part of this registration statement, does not contain all of the information in this registration statement and its exhibits. For further information with respect to us and the common stock offered by this prospectus, you should refer to this registration statement and the exhibits filed as part of this document. Statements contained in this prospectus as to the contents of any contract or any other document referred to are not necessarily complete, and in each instance, we refer you to the copy of the contract or other document filed as an exhibit to this registration statement. Each of these statements is qualified in all respects by this reference.

 

We are subject to the informational requirements of the Exchange Act and file annual, quarterly and current reports, proxy statements and other information with the SEC. You can read our SEC filings, including this registration statement, over the internet on the SEC’s website at http://www.sec.gov. You may also request a copy of filings, at no cost, by writing or telephoning us at: Serve Robotics Inc. 730 Broadway, Redwood City, California 94063, (818) 860-1352.

 

 

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

 

The SEC allows us to “incorporate by reference” information into this prospectus, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus, and subsequent information that we file later with the SEC will automatically update and supersede this information. We filed a registration statement on Form S-3 under the Securities Act with the SEC with respect to the securities we may offer pursuant to this prospectus. This prospectus omits certain information contained in the registration statement, as permitted by the SEC. You should refer to the registration statement, including the exhibits, for further information about us and the securities we may offer pursuant to this prospectus. Statements in this prospectus regarding the provisions of certain documents filed with, or incorporated by reference in, the registration statement are not necessarily complete and each statement is qualified in all respects by that reference. Copies of all or any part of the registration statement, including the documents incorporated by reference or the exhibits, may be obtained from the SEC’s website at http://www.sec.gov. The documents we are incorporating by reference are:

 

●

our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 6, 2025;

 

●

our Current Reports on Form 8-K filed with the SEC on January 6, 2025 and January 7, 2025, to the extent information therein is filed and not furnished; and

 

●

the description of our common stock contained in our Registration Statement on Form 10-12G/A filed with the SEC on April 9, 2021, pursuant to Section 12(g) of the Exchange Act, as updated by the description of our common stock contained in Exhibit 4.8 to the Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 29, 2024, and including any other amendments or reports filed for the purpose of updating such description.

 

We also incorporate by reference any future filings (other than current reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed on such form that are related to such items unless such Form 8-K expressly provides to the contrary) made with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, including those made after the date of the initial filing of the registration statement of which this prospectus is a part and prior to effectiveness of such registration statement, until we file a post-effective amendment that indicates the termination of the offering of the securities made by this prospectus and will become a part of this prospectus from the date that such documents are filed with the SEC. Information in such future filings updates and supplements the information provided in this prospectus. Any statements in any such future filings will automatically be deemed to modify and supersede any information in any document we previously filed with the SEC that is incorporated or deemed to be incorporated herein by reference to the extent that statements in the later filed document modify or replace such earlier statements.

 

You may request, orally or in writing, a copy of any or all of the documents incorporated herein by reference. These documents will be provided to you at no cost, by contacting:

 

Serve Robotics Inc.
730 Broadway

Redwood City, California 94063

Attn: Brian Read, Chief Financial Officer
(818) 860-1352

 

You may also access these documents on our website at investors.serverobotics.com. Information contained on our website is not incorporated by reference into this prospectus, and you should not consider any information on, or that can be accessed from, our website as part of this base prospectus or any accompanying prospectus supplement.

 

You should rely only on information contained in, or incorporated by reference into, this prospectus. We and the selling stockholders have not authorized anyone to provide you with information different from that contained in this prospectus or incorporated by reference in this prospectus. We and the selling stockholders are not making offers to sell the securities in any jurisdiction in which such an offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such offer or solicitation.

 

 

 

 

 

 

20,046,997 Shares

 

 

Common Stock

 

 

 

PROSPECTUS

 

 

 

                       , 2025

 

 

 

 

 

PART II

 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 14. Other Expenses of Issuance and Distribution.

 

Set forth below is an estimate (except for registration fees, which are actual) of the approximate amount of the types of fees and expenses listed below that were paid or are payable by us in connection with the issuance and distribution of the shares of our common stock to be registered by this registration statement. None of the expenses listed below are to be borne by the selling stockholders named in the prospectus that forms a part of this registration statement.

 

Expense		Amount
SEC Registration Fee		$	22,845.10	**
Accounting Fees and Expenses		$		*
Legal Fees and Expenses		$		*
Printing and Miscellaneous Fees and Expenses		$		*
Total		$		*

 

*

These fees and expenses depend on the number of issuances and accordingly cannot be estimated at this time.

**

The SEC Registration Fee has been previously paid in connection with the filing of the First Registration Statement, Second Registration Statement and Third Registration Statement.

 

Item 15. Indemnification of Directors and Officers.

 

Section 145 of the Delaware General Corporation Law (the “DGCL”), authorizes a court to award, or a corporation’s board of directors to grant, indemnity to directors and officers under certain circumstances and subject to certain limitations. The terms of Section 145 of the DGCL are sufficiently broad to permit indemnification under certain circumstances for liabilities, including reimbursement of expenses incurred, arising under the Securities Act.

 

As permitted by the DGCL, the Registrant’s amended and amended and restated certificate of incorporation contains provisions that eliminate the personal liability of its directors for monetary damages for any breach of fiduciary duties as a director, except liability for the following:

 

●

any breach of the director’s duty of loyalty to the Registrant or its stockholders;

 

●

acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;

 

●

under Section 174 of the DGCL (regarding unlawful dividends and stock purchases); or

 

●

any transaction from which the director derived an improper personal benefit.

 

We have entered into indemnification agreements with each of our current directors and executive officers to provide these directors and executive officers additional contractual assurances regarding the scope of the indemnification set forth in our amended and amended and restated certificate of incorporation and amended and restated bylaws, and to provide additional procedural protections. There is no pending litigation or proceeding involving any of our directors or executive officers for which indemnification is sought. The indemnification provisions in our amended and restated certificate of incorporation, amended and restated bylaws, and the indemnification agreements entered into between us and each of our directors and executive officers may be sufficiently broad to permit indemnification of our directors and executive officers for liabilities arising under the Securities Act.

 

We also maintain standard insurance policies under which coverage is provided (a) to our directors and officers against loss arising from claims made by reason of breach of duty or other wrongful act, and (b) to us, with respect to payments which may be made by us to such officers and directors pursuant to the above indemnification provision or otherwise as a matter of law. Certain of our directors are also indemnified by their employers with regard to their service on our board of directors.

 

Item 16. Exhibits and Financial Statements Schedules.

 

The exhibits to this registration statement are listed in the Exhibit Index immediately prior the signature page hereto, which Exhibit Index is hereby incorporated by reference into this Item 16.

 

 

Item 17. Undertakings.

 

(a)

The undersigned registrant hereby undertakes:

 

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

 

(i)

To include any prospectus required by section 10(a)(3) of the Securities Act;

 

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

 

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

 

provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

 

(2)

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

(4)

That, for the purpose of determining liability under the Securities Act to any purchaser:

 

(i)

Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

 

(ii)

Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

 

(b)

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(c)

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

 

 

EXHIBIT INDEX

 

Exhibit No.		Description
2.1§		Agreement and Plan of Merger and Reorganization among the Company, Serve Acquisition Corp. and Serve Robotics Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 4, 2023)
3.1		Certificate of Merger relating to the merger of Serve Acquisition Corp. with and into Serve Robotics Inc., filed with the Secretary of State of the State of Delaware on July 31, 2023 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 4, 2023).
3.2		Amended and Restated Certificate of Incorporation, filed with the Secretary of State of the State of Delaware on July 31, 2023 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on August 4, 2023).
3.3		Amended and Restated Bylaws (incorporated by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K filed with the SEC on August 4, 2023).
4.1		Form of Bridge Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 4, 2023).
4.2		Form of Placement Agent A Warrant (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed with the SEC on August 4, 2023).
4.3#		Common Stock Warrant, dated February 7, 2024, issued by Serve Robotics Inc. to Magna New Mobility USA, Inc. (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on February 7, 2024).
5.1		Opinion of Orrick, Herrington & Sutcliffe LLP (incorporated by reference to Exhibit 5.1 to the Company’s Amendment No. 1 to Registration Statement on Form S-1 filed by the registrant on November 1, 2023).
5.2		Opinion of Orrick, Herrington & Sutcliffe LLP (incorporated by reference to Exhibit 5.1 to the Company’s Registration Statement on Form S-1 filed by the registrant on June 7, 2024).
5.3		Opinion of Orrick, Herrington & Sutcliffe LLP (incorporated by reference to Exhibit 5.1 to the Company’s Registration Statement on Form S-1 filed by the registrant on July 31, 2024).
10.1+§		Offer Letter, dated as of March 1, 2021, by and between Touraj Parang and the Company (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 4, 2023).
10.2+§		Offer Letter, dated March 24, 2024, by and between Brian Read and Serve Operating Co. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 9, 2024).
10.3+		Parang Termination Payment Letter, dated as of June 23, 2021, by and between Touraj Parang and the Company (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on August 4, 2023).
10.4+		Kashani Termination Payment Letter, dated as of September 27, 2021, by and between Ali Kashani and the Company (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the SEC on August 4, 2023).

 

 

10.5#		Master Framework Agreement, dated as of September 3, 2021 by and between Uber Technologies, Inc. and the Company (incorporated by reference to Exhibit 10.9 to Amendment No. 2 to the Company’s Registration Statement on Form S-1 filed with the SEC on November 28, 2023).
10.6#		Amendment No. 1 to the Master Framework Agreement, dated as of May 26, 2022 by and between Uber Technologies, Inc. and the Company (incorporated by reference to Exhibit 10.10 to Amendment No. 2 to the Company’s Registration Statement on Form S-1 filed with the SEC on November 28, 2023).
10.7#		Amendment No. 2 to the Master Framework Agreement, dated as of January 12, 2023 by and between Uber Technologies, Inc. and the Company (incorporated by reference to Exhibit 10.11 to Amendment No. 2 to the Company’s Registration Statement on Form S-1 filed with the SEC on November 28, 2023).
10.8#		Amendment No. 3 to the Master Framework Agreement, dated as of September 6, 2023 by and between Uber Technologies, Inc. and the Company (incorporated by reference to Exhibit 10.12 to Amendment No. 2 to the Company’s Registration Statement on Form S-1 filed with the SEC on November 28, 2023).
10.9#		Amendment No. 4 to the Master Framework Agreement; Amendment No. 2 to Project Plan 2, dated as of June 5, 2024 by and between Uber Technologies, Inc. and Serve (incorporated by reference to Exhibit 10.13 to the Company’s Registration Statement on Form S-1 filed with the SEC on June 7, 2024).
10.10#		Project Plan #1, dated as of February 3, 2022, by and between Uber Technologies, Inc. and the Company (incorporated by reference to Exhibit 10.13 to Amendment No. 2 to the Company’s Registration Statement on Form S-1 filed with the SEC on November 28, 2023).
10.11#		Project Plan #2, dated as of May 26, 2022, by and between Uber Technologies, Inc. and the Company (incorporated by reference to Exhibit 10.14 to Amendment No. 2 to the Company’s Registration Statement on Form S-1 filed with the SEC on November 28, 2023).
10.12#		Amendment No. 1 to Project Plan 2, dated April 25, 2024, by and between Uber Technologies, Inc. and the Company (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 15, 2024).
10.13#§		Strategic Customer Agreement, dated as of December 31, 2021, by and between Ouster, Inc. and the Company (incorporated by reference to Exhibit 10.15 to the Company’s Current Report on Form 8-K filed with the SEC on August 4, 2023).
10.14§		First Amendment to the Strategic Customer Agreement, dated as of January 9, 2024, by and between Ouster, Inc. and the Company (incorporated by reference to Exhibit 10.37 to the Company’s Amendment No. 1 to Registration Statement on Form S-1 filed with the SEC on June 28, 2024).
10.15#§		Second Amendment to the Strategic Customer Agreement, dated as of June 11, 2024, by and between Ouster, Inc. and the Company (incorporated by reference to Exhibit 10.38 to the Company’s Amendment No. 1 to Registration Statement on Form S-1 filed with the SEC on June 28, 2024).
10.16		Form of Pre-Merger Indemnification Agreement (incorporated by reference to Exhibit 10.21 to the Company’s Current Report on Form 8-K filed with the SEC on August 4, 2023).
10.17		Subscription Agreement, dated July 31, 2023, by and between the Company and the parties thereto (incorporated by reference to Exhibit 10.22 to the Company’s Current Report on Form 8-K filed with the SEC on August 4, 2023).
10.18		Form of Registration Rights Agreement, by and between the Company and the parties thereto (incorporated by reference to Exhibit 10.23 to the Company’s Current Report on Form 8-K filed with the SEC on August 4, 2023).

 

 

10.19+		2021 Stock Plan and form of award agreements (incorporated by reference to Exhibit 10.24 to the Company’s Current Report on Form 8-K filed with the SEC on August 4, 2023).
10.20+		2023 Equity Incentive Plan and form of award agreements (incorporated by reference to Exhibit 10.29 to the Company’s Annual Report on Form 10-K filed with the SEC on February 29, 2024).
10.21+		Amendment to Serve Robotics Inc.’s 2023 Equity Incentive Plan (incorporated by reference to the Company’s Form DEF14A filed with the SEC on June 7, 2024).
10.22#§		Master Services Agreement, dated as of February 1, 2024 and effective as of January 15, 2024, by and between Magna New Mobility USA, Inc. and Serve Operating Co. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 7, 2024).
10.23#		Statement of Work, dated as of February 1, 2024 and effective as of January 15, 2024, by and between Magna New Mobility USA, Inc. and Serve Operating Co. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on February 7, 2024).
10.24		License and Services Agreement, dated as of February 20, 2024 and effective as of February 20, 2024, by and between Magna New Mobility USA, Inc. and Serve Operating Co. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 23, 2024).
10.25+		Serve Robotics Inc. Amended and Restated Outside Director Compensation Policy (incorporated by reference to Exhibit 10.25 to the Company’s Annual Report on Form 10-K filed with the SEC on March 6, 2025).
10.26		Form of Registration Rights Agreement, by the Company and each of the several purchasers signatory thereto (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on July 23, 2024).
10.27		Form of Securities Purchase Agreement, by and between the Company and each purchaser identified on the signature pages thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 23, 2024).
10.28		Form of Registration Rights Agreement, by the Company and each of the several purchasers signatory thereto (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on August 28, 2024).
10.29		Form of Securities Purchase Agreement, by and between the Company and each purchaser identified on the signature pages thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 28, 2024).
21.1		Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 to the Company’s Current Report on Form 10-K filed with the SEC on March 6, 2025).
23.1*		Consent of dbbmckennon, independent registered public accounting firm.
23.2		Consent of Orrick, Herrington & Sutcliffe LLP (included in Exhibit 5.1).
23.3		Consent of Orrick, Herrington & Sutcliffe LLP (included in Exhibit 5.2).
23.4		Consent of Orrick, Herrington & Sutcliffe LLP (included in Exhibit 5.3).
24.1*		Power of Attorney (included on the signature page).
107*		Calculation of Filing Fee.

 

*	Filed herewith.

 

+	Indicates a management contract or any compensatory plan, contract or arrangement.

 

#	Portions of this exhibit (indicated by asterisks) have been omitted in accordance with Item 601(b)(10) of Regulation S-K. The registrant has furnished supplementally copies of the omitted portions of this exhibit to the SEC upon its request.

 

§	Certain exhibits or schedules to this exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K. The registrant hereby agrees to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon its request.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Redwood City, State of California, on this 6th day of March, 2025.

 

	Serve Robotics Inc.
	By:	/s/ Ali Kashani
		Ali Kashani
		Chief Executive Officer

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Ali Kashani and Touraj Parang, and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, including post-effective amendments, and registration statements filed pursuant to Rule 462 under the Securities Act, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith and about the premises, as fully for all intents and purposes as they, he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or any of them, or their, his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on the date indicated:

 

Signature		Title		Date
/s/ Ali Kashani		Chief Executive Officer, and Chairman of the Board of Directors		March 6, 2025
Ali Kashani		(principal executive officer)
/s/ Touraj Parang		President and Chief Operating Officer and Director		March 6, 2025
Touraj Parang
/s/ Brian Read		Chief Financial Officer		March 6, 2025
Brian Read		(principal financial and accounting officer)
/s/ David Goldberg		Director		March 6, 2025
David Goldberg
/s/ Lily Sarafan		Director		March 6, 2025
Lily Sarafan
/s/ Sarfraz Maredia		Director		March 6, 2025
Sarfraz Maredia
/s/ Olivier Vincent		Director		March 6, 2025
Olivier Vincent

 

 

Exhibit 23.1

 

Consent of Independent Registered Public Accounting Firm

 

We consent to the incorporation by reference into the Prospectus constituting a part of this Post-Effective Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-281113) on Form S-3, of our report dated March 6, 2025, related to the consolidated financial statements of Serve Robotics Inc. (the “Company”) as of and for the years ended December 31, 2024 and 2023, included in its Annual Report on Form 10-K for the year ended December 31, 2024. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

 

/s/ dbbmckennon

 

Newport Beach, California

March 6, 2025

 

Exhibit 107

 

Calculation of Filing Fee Table

 

Form S-3

(Form Type)

 

Serve Robotics Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Table 3. Combined Prospectuses*

  

Security Type		Security Class Title		Amount of Securities Previously Registered(1)(2)				Maximum Aggregate Offering Price of Securities Previously Registered				Form Type		File Number		Initial Effective Date
Equity		Common Stock, $0.0001 par value per share			18,960,989	(3)		$	75,843,956.00	(4)		S-1		333-274547		December 14, 2023
Equity		Common Stock, $0.0001 par value per share			4,813,041	(5)		$	13,741,232.06	(6)		S-1		333-280071		July 5, 2024
Equity		Common Stock, $0.0001 par value per share			5,000,000	(7)		$	84,050,000.00	(8)		S-1		333-281113		August 6, 2024

 

*	Capitalized terms used and not otherwise defined herein have the meanings assigned to them in the registrant’s Post-Effective Amendment No. 1 to Form S-1 on Form S-3 to which this exhibit relates.

 

(1)

Pursuant to Rule 416(a) under the Securities Act of 1933 (the “Securities Act”), the amount of securities previously registered includes such indeterminate number of additional securities that may become issuable as a result of any stock dividend, stock split, recapitalization or other similar transaction.

 

(2)

The amount of securities listed in this table reflect the amount of securities previously registered by Serve Robotics Inc. (the “Company”) on the First Registration Statement, the Second Registration Statement and the Third Registration Statement, as applicable, and do not reflect any subsequent sales or the deregistration of any shares. Accordingly, all registration fees have been previously paid.

 

(3)

Represents 18,960,989 shares of Common Stock, which consists of up to (i) 4,121,632 shares of Common Stock issued in a private placement offering in multiple closings on July 31, 2023, August 30, 2023 and October 26, 2023 (the “Private Placement”) (including 937,961 shares of Common Stock issued upon conversion of the senior subordinated secured convertible notes offered and sold by Serve Operating Co., a privately held Delaware corporation (formerly known as Serve Robotics Inc.) (“Serve”), to accredited investors (the “Bridge Notes”)); (ii) 468,971 shares of Common Stock issuable upon exercise of the warrants issued to investors in connection with the issuance of the Bridge Notes; (iii) an aggregate of 478,571 shares of Common Stock issuable upon exercise of the warrants issued to (a) certain registered broker-dealers in connection with the sale of the Bridge Notes and (b) each of the U.S. registered broker-dealers in connection with the Private Placement; (iv) 142,730 shares of Common Stock issuable upon exercise of the warrants of Serve that were assumed by the Company in connection with the merger between us and Serve (the “Merger”); (v) 12,249,085 shares of Common Stock privately issued to the selling stockholders on July 31, 2023 in exchange for the capital stock of Serve in connection with the closing of the Merger, which excludes the restricted stock held by the Company’s current or former employees who have waived their registration rights; and (vi) 1,500,000 shares of our common stock held by the stockholders of Patricia Acquisition Corp., our predecessor, prior to the Merger.

 

(4)

Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(a) under the Securities Act based upon the original sale price of the shares of common stock registered hereunder. On July 31, 2023, and in subsequent closings thereafter through October 26, 2023, Serve Robotics Inc. sold shares of common stock at a price of $4.00 per share in the offering. The price per share and aggregate offering price in the table above are based on the price per share in the offering.

 

(5)

Represents 4,813,041 shares of Common Stock, which consists of (i) 2,104,562 shares of Common Stock issued upon conversion of the Convertible Promissory Notes; (ii) 500,000 shares of Common Stock issuable upon exercise of the warrant issued to Aegis Capital Corp. in connection with the public offering and uplisting of our common stock (the “Public Offering”); (iii) 63,479 shares of Common Stock issuable upon exercise of the warrants issued to Network 1 Financial Securities, Inc. for their service as placement agent for the Convertible Promissory Notes in connection with the Public Offering; and (iv) 2,145,000 shares of Common Stock issuable upon exercise of the warrant issued to Magna New Mobility USA (“Magna”) in connection with our strategic partnership with Magna.

 

(6)

Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the shares of common stock of the registrant on The Nasdaq Capital Market on June 3, 2024 (such date being within five business days of the date that this registration statement was first filed with the U.S. Securities and Exchange Commission, in accordance with Rule 457(c) under the Securities Act).

 

(7)

Represents 5,000,000 shares of Common Stock, which consists of (i) 2,500,000 shares of our common stock issuable upon exercise of the warrants issued to Armistice Capital Master Fund Ltd. (“Armistice”) pursuant to the Securities Purchase Agreement, dated July 23, 2024, by and between Serve Robotics Inc. and each purchaser identified on the signature pages thereto (the “Securities Purchase Agreement”), and (ii) 2,500,000 shares of our common stock issuable upon exercise of the pre-funded warrants issued to Armistice pursuant to the Securities Purchase Agreement.

 

(8)

Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the shares of common stock of the registrant on The Nasdaq Capital Market on July 29, 2024 (such date being within five business days of the date that this registration statement was first filed with the U.S. Securities and Exchange Commission, in accordance with Rule 457(c) under the Securities Act).

 

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