Serve Robotics Inc美股招股说明书(2025-10-10版)

Pursuant to this prospectus supplement and the accompanying prospectus, we are offering in a registered direct offering to certainpurchasers 6,250,000 shares of our common stock, par value $0.0001 per share, at a purchase price of $16.00 per share directly toinstitutional investors. Our common stock is listed on The Nasdaq Capital Market (“Nasdaq”) under the symbol “SERV.” On October 9, 2025, the lastreported sale price of our common stock on Nasdaq was $17.68 per share. We have engaged Northland Securities, Inc. (the “placement agent”) as our sole placement agent in connection with this offering.The placement agent has agreed to use its reasonable best efforts to arrange for the sale of the securities offered by this prospectussupplement and the accompanying prospectus. The placement agent is not purchasing or selling any of the securities we are offering,and the placement agent is not required to arrange the purchase or sale of any specific number or dollar amount of the securities. Wehave agreed to pay the placement agent the fees set forth in the table below which assumes that we sell all of the securities offered bythe prospectus supplement and the accompanying base prospectus. We will bear all costs associated with this offering. See “Plan ofDistribution” in this prospectus supplement for more information regarding these arrangements. Investing in our securities involves a high degree of risk. See “Risk Factors” on page S-4 of this prospectus supplementand in the documents incorporated by reference into this prospectus supplement and the accompanying prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Anyrepresentation to the contrary is a criminal offense. (1)We have agreed to pay the placement agent a cash placement commission equal to 5.0% of the aggregate proceeds from the saleof the shares of common stock sold in this offering from sales arranged for by the placement agent. See the section titled “Plan ofDistribution” beginning on page S-9 of this prospectus supplement for more information regarding the compensation to bereceived by the placement agent. Delivery of the securities in this offering is expected to be made on or about October 10, 2025, subject to satisfaction of certainclosing conditions. Sole Placement Agent Northland Capital Markets The date of this prospectus supplement is October 10, 2025. TABLE OF CONTENTS PROSPECTUS SUPPLEMENT PAGEPROSPECTUS SUPPLEMENTS-iiSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSS-iiiPROSPECTUS SUPPLEMENT SUMMARYS-1THE OFFERINGS-3RISK FACTORSS-4USE OF PROCEEDSS-8DILUTIONS-8PLAN OF DISTRIBUTIONS-9LEGAL MATTERSS-11EXPERTSS-11WHERE YOU CAN FIND ADDITIONAL INFORMATIONS-11INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-11 PROSPECTUS PAGEABOUT THIS BASE PROSPECTUSiiPROSPECTUS SUMMARY1RISK FACTORS4CAUTIONARY NOTE REGARDING FORWARD LOOKING INFORMATION5USE OF PROCEEDS6DESCRIPTION OF CAPITAL STOCK7ADDITIONAL INFORMATION CONCERNING OUR CAPITAL STOCK8DESCRIPTION OF DEBT SECURITIES12DESCRIPTION OF WARRANTS21DESCRIPTION OF RIGHTS23DESCRIPTION OF UNITS24PLAN OF DISTRIBUTION25LEGAL MATTERS27EXPERTS27WHERE YOU CAN FIND MORE INFORMATION27INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE28 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus dated March 14, 2025 form a part of a registration statement onForm S-3 (File No. 333-285614) that we filed with the U.S. Securities and Exchange Commission (the “SEC”) under the SecuritiesAct of 1933, as amended (the “Securities Act”), utilizing a “shelf” registration process or continuous offering. Under this shelfregistration process, we may, from time to time, offer and sell in one or more offerings any securities described in the accompanyingprospectus. This document is in two parts. The first part is this prospectus supplement, which describes the terms of this offering of securitiesand also adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference intothis prospectus supplement and the accompanying prospectus. The second part, the accompanying prospectus, including thedocuments incorporated by reference therein, provides more general information. Generally, when we refer to this prospectus, we arereferring to both parts of this document combined. To the extent there is a conflict between the information contained in thisprospectus supplement, on the one hand, and the information contained in the accompanying prospectus or in any documentincorporated by reference that was filed with the SEC before the date of this prospectus supplement, on the other hand, you shouldrely on the information in this prospectus supplement. If any statement in one of these documents is inconsistent with a statement inanother document having a later