Serve Robotics Inc美股招股说明书(2026-05-14版)

Common Stock We have entered into a Sales Agreement (the “Sales Agreement”) with Evercore Group L.L.C., Guggenheim Securities, LLC,Oppenheimer & Co. Inc., Northland Securities, Inc. and Wedbush Securities Inc. (collectively, the “Agents”) relating to shares of ourcommon stock, par value $0.0001per share, offered by this prospectus supplement and the accompanying base prospectus (together,the “prospectus”). In accordance with the terms of the Sales Agreement, we may offer and sell shares of our common stock having anaggregate offering price of up to $150,000,000 from time to time through or to the Agents, acting as sales agents or principals. Sales of our common stock, if any, under this prospectus supplement will be made by any method permitted that is deemed an“at the market offering” as defined in Rule415 under the Securities Act of 1933, as amended (the “Securities Act”). The Agents are notrequired to sell any specific number or dollar amount of securities, but the Agents have agreed to act as sales agents using theircommercially reasonable efforts consistent with their normal sales and trading practices. There is no arrangement for funds to bereceived in any escrow, trust or similar arrangement. The Agents will be entitled to a commission up to 3.0% of the gross offering proceeds of the shares of our common stock soldpursuant to the Sales Agreement. In connection with the sale of the common stock on our behalf, each Agent will be deemed to be an“underwriter” within the meaning of the Securities Act and the compensation of the Agents will be deemed to be underwritingcommissions or discounts. We have also agreed to provide indemnification and contribution to the Agents with respect to certainliabilities, including liabilities under the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our common stock is listed on The Nasdaq Capital Market (“Nasdaq”) under the symbol “SERV.” On May13, 2026, the lastreported sale price on Nasdaq of our common stock was $8.63 per share. Investing in our common stock involves risks. See “Risk Factors” beginning on pageS-4 of this prospectus supplementand under similar headings in the other documents that are incorporated by reference into this prospectus supplement and theaccompanying base prospectus. Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined ifthis prospectus supplement or the accompanying base prospectus is truthful or complete. Any representation to the contrary isa criminal offense. The date of this prospectus supplement is May 14, 2026 TABLE OF CONTENTS PageABOUT THIS PROSPECTUS SUPPLEMENTS-iiWHERE YOU CAN FIND MORE INFORMATIONS-iiiINCORPORATION OF CERTAIN DOCUMENTS BY REFERENCES-ivPROSPECTUS SUMMARYS-1THE OFFERINGS-3RISK FACTORSS-4CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-8USE OF PROCEEDSS-9DILUTIONS-10DIVIDEND POLICYS-12PLAN OF DISTRIBUTIONS-13LEGAL MATTERSS-14EXPERTSS-15PageABOUT THIS BASE PROSPECTUSiiPROSPECTUS SUMMARY1RISK FACTORS4CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION5USE OF PROCEEDS6DESCRIPTION OF CAPITAL STOCK7ADDITIONAL INFORMATION CONCERNING OUR CAPITAL STOCK9DESCRIPTION OF DEBT SECURITIES13DESCRIPTION OF WARRANTS21DESCRIPTION OF RIGHTS23DESCRIPTION OF UNITS24PLAN OF DISTRIBUTION25LEGAL MATTERS27EXPERTS28WHERE YOU CAN FIND MORE INFORMATION29INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE30 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement is part of a registration statement on FormS-3 that we filed with the Securities and ExchangeCommission (the “SEC”), using a “shelf” registration process. Under this prospectus supplement, we may offer shares of our commonstock having an aggregate offering price of up to $150,000,000 from time to time at prices and on terms to be determined by marketconditions at the time of offering. The $150,000,000 of shares of our common stock that may be sold under this prospectus supplementare included in the $300,000,000 of shares of our common stock that may be sold under the registration statement. Neither we nor the Agents have authorized any other party to provide you with different information other than theinformation contained in, or incorporated by reference into, this prospectus supplement, the accompanying base prospectus, or in anyfree writing prospectus prepared by or on behalf of us or to which we have referred you. Neither we nor the Agents take responsibilityfor, and neither we nor the Agents can provide assurance as to the reliability of, any other information that others may give you. Ifinformation in this prospectus supplement is inconsistent with the information in the accompanying base prospectus or the documentsincorporated by reference in this prospectus supplement filed prior to the date of this prospectus supplement, you should rely on thisprospectus supplement. However, if any statement in one of these documents is inconsistent with a statement in another