SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment No. )*
Serve
Robotics Inc.
(Name of Issuer)
Common
stock, par value $0.0001 per share
(Title of Class of Securities)
81758H
106
(CUSIP Number)
Prashanth
Mahendra-Rajah
c/o
Uber Technologies, Inc.
1725
3rd Street
San
Francisco, CA 94158
(415)
612-8582
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications:)
May
8, 2024
(Date
of Event which Requires Filing on Schedule 13D)
If the filing person has previously
filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because
of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), checking the following box. x
* The remainder of this cover
page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the
remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act
of 1934 (“Act”) or otherwise subject to the liabilities
of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| (1) |
|
Name of Reporting Persons:
Uber Technologies, Inc. |
| (2) |
|
Check the Appropriate Box if a Member of a Group (See Instructions):
(a) o (b)
o
|
| (3) |
|
SEC Use Only:
|
| (4) |
|
Source of Funds (See Instructions):
OO |
| (5) |
|
Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
o |
| (6) |
|
Citizenship or Place of Organization:
Delaware |
|
Number of
shares
beneficially
owned by
each
reporting
person
with:
|
|
(7) |
|
Sole Voting Power
5,298,833(1) |
| |
(8) |
|
Shared Voting Power
0 |
| |
(9) |
|
Sole Dispositive Power
5,298,833(1) |
| |
(10) |
|
Shared Dispositive Power
0 |
| (11) |
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
5,298,833(1) |
| (12) |
|
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions):
o |
| (13) |
|
Percent of Class Represented by Amount in Row (11):
15.2%(2) |
| (14) |
|
Type of Reporting Person (See Instructions):
CO |
|
|
|
|
|
|
|
|
| (1) |
Consists
of 5,298,833 shares of common stock, par value $0.0001 per share, of Serve Robotics Inc. that are beneficially owned by Uber Technologies,
Inc. through Postmates, LLC, a wholly-owned subsidiary of Uber Technologies, Inc. |
| (2) |
The
percent of class beneficially owned by the Reporting Person was calculated assuming 34,832,814 shares of common stock issued and outstanding
based on (i) 24,832,814 shares of common stock issued and outstanding as of February 23, 2024, as described in the Issuer’s report
on Form 10-K for the fiscal year ended December 31, 2023, as filed with the Securities and Exchange Commission, plus (ii) the 10 million
additional shares issued in the Issuer’s offering that closed on April 22, 2024, as disclosed in the Issuer’s Current Report
on Form 8-K filed on April 23, 2024. |
Item
1. Security and Issuer
(a) This Schedule 13D (this “Statement”)
relates to the common stock, par value $0.0001 per share (the “common
stock”), of Serve Robotics Inc. (the “Issuer”).
(b) The address of the principal executive
offices of the Issuer is 730 Broadway, Redwood City, CA 94063.
Item
2. Identity and Background
(a)-(c) This Statement is being filed by
Uber Technologies, Inc. (the “Reporting Person” or
“Uber”), a publicly traded Delaware corporation, because
the Reporting Person beneficially owns 5,298,833 shares of common stock of the Issuer through Postmates, LLC, a wholly-owned subsidiary
of the Reporting Person. The principal business of the Reporting Person is the operation and continued development of a technology platform
that uses a massive network, leading technology, operational excellence and product expertise to power movement from point A to point
B. The business address of the Reporting Person is 1725 3rd Street, San Francisco, CA 94158. Set forth on Schedule I, which is incorporated
herein by reference, is the name, business address and principal occupation or employment and citizenship of each of the Reporting Person’s
directors and executive officers.
(d) During the last five years, neither
the Reporting Person nor, to the best knowledge of the Reporting Person, any person named in Schedule I, has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) During the past five years, neither
the Reporting Person nor, to the best knowledge of the Reporting Person, any person named in Schedule I, has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding such person was or is subject
to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
(f) The citizenship of each of the individuals
referred to in Schedule I is set forth on Schedule I.
Item
3. Source and Amount of Funds or Other Consideration
The information set forth or incorporated
by reference in Item 6 of this Statement is incorporated by reference into this Item 3. The Issuer is a spin-off of the Reporting Person.
Serve Robotics Inc. was initially formed in 2017 as the X division of Postmates, which was acquired by the Reporting Person in 2020.
In February of 2021, the Reporting Person agreed to contribute the intellectual property developed by the Reporting Person and assets
to Serve Robotics Inc. In return for this contribution and an investment of cash into Serve Robotics Inc., the Reporting Person acquired
a minority equity interest in the business. The Reporting Person held greater than 5% of Serve Robotics Inc.’s capital stock prior
to its merger in July 2023 with a special acquisition company, resulting in the business of Serve Robotics Inc. becoming a publicly traded
company. In April of 2024, the Reporting Person purchased additional shares of common stock as part of the Issuer’s public offering
of $10 million shares at a public offering price of $4.00 per share. The Reporting Person has also participated in multiple prior financing
rounds.
Item
4. Purpose of Transaction
The information set forth in Item 6 of
this Schedule 13D is incorporated herein by reference. The Reporting Person periodically reviews its investments in issuers, including
the Issuer, and intends to further assess its investment in the Issuer from time to time, on the basis of various factors, including,
without limitation, the Issuer’s business performance, financial condition, results of operations and prospects, general economic,
market and industry conditions, as well as other developments and other investment opportunities available to the Reporting Person and
the Issuer. The Reporting Person seeks to maximize the value of its investment in the Issuer. If the Reporting Person believes that further
investment in the Issuer is attractive, the Reporting Person may acquire (or seek to acquire) common stock or other securities of the
Issuer or interests in the assets or businesses of the Issuer. Similarly, the Reporting Person may determine to dispose of some or all
of the common stock currently owned by the Reporting Person.
Depending upon the foregoing factors or
any other factors that the Reporting Person may deem relevant, the Reporting Person may (i) acquire additional securities of the Issuer
in open market transactions or privately negotiated transactions, (ii) make a proposal or proposals to acquire more (or potentially all)
of the equity interests in the Issuer, including, without limitation, directly from certain (or potentially all) of the security holders
of the Issuer, and make a shareholder proposal or proposals to request that the Issuer consider one or more extraordinary transactions,
such as a merger (which transactions may cause the Issuer’s common stock to be deregistered under the Securities Act of 1933, as
amended), (iii) dispose of part or all of its investment in the Issuer in open market transactions, privately negotiated transactions,
via extraordinary transactions such as a merger or otherwise, and/or (iv) acquire assets or businesses of the Issuer or its subsidiaries,
or an interest in assets or businesses of the Issuer or its subsidiaries, in each case including, without limitation, through the formation
of a joint venture, strategic partnership or otherwise. Any acquisition or disposition may be effected by the Reporting Person at any
time without prior notice, subject to applicable law.
Sarfraz Maredia, the Reporting Person’s
Vice President for Delivery and Head of Americas, serves as a director on the Issuer’s board of directors (the “Board”).
The Reporting Person may engage in discussions, including, without limitation, through Mr. Maredia (including in the course of his service
as a director), with management of the Issuer, the Board, other shareholders of the Issuer and other relevant parties concerning the
business, operations, board composition, management, strategy or control and future plans of the Issuer that could result in or relate
to, among other things, any of the matters set forth in subparagraphs (a) through (j) of the instructions to Item 4 of Schedule 13D.
Subject to the foregoing and except as described
in this Schedule 13D, neither the Reporting Person nor, to its best knowledge, its directors or executive officers, has any present plan
or proposal which relates to, or would result in, any of the events referred to in paragraphs (a) though (j), inclusive, of the instructions
to Item 4 of Schedule 13D. The Reporting Person intends to review its investment in the Issuer on a continuing basis and reserves the
right, at any time and from time to time, to review or reconsider its position, change its purpose, take other actions or formulate and
implement plans or proposals with respect to any and all matters referred to in clauses (a) through (j) of the instructions to Item 4
of Schedule 13D.
Item
5. Interest in Securities of the Issuer
(a) The Reporting Person is the beneficial
owner of 5,298,833 shares of common stock, which represent approximately 15.2% of the outstanding shares of common stock as of April
23, 2024. The percent of common stock beneficially owned by the Reporting Person was calculated assuming 34,832,814 shares of common
stock issued and outstanding based on (i) 24,832,814 shares of common stock issued and outstanding as of February 23, 2024, as described
in the Issuer’s report on Form 10-K for the fiscal year ended December 31, 2023, as filed with the Securities and Exchange Commission,
plus (ii) the 10 million additional shares issued in the Issuer’s offering that closed on April 22, 2024, as disclosed in the Issuer’s
Current Report on Form 8-K filed on April 23, 2024. None of the persons named in Schedule I beneficially own any shares of common stock.
(b)
The Reporting Person has sole voting and sole dispositive power over an aggregate of 5,298,833 shares of common stock. The Reporting
Person’s shares of common stock represent approximately 15.2% of the voting power of Issuer’s outstanding capital stock as
of April 23, 2024.
(c) On April 22, 2024 the Issuer consummated
its public offering of 10,000,000 shares of common stock at a public offering price of $4.00 per share (the “Offering”) for
which the Reporting Person (through Postmates) purchased 1,125,000 shares of common stock and received an additional 210,025 shares of
common stock as a result of the automatic conversion of its Convertible Promissory Note (described in Item 6 below). Other than the foregoing,
the Reporting Person and, to the best knowledge of the Reporting Person, the directors and executive officers of the Reporting Person
have not effected any other transactions in the shares of the Issuer during the past 60 days.
(d) Except as described herein, no other
person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, securities covered
by this Statement.
(e) Not applicable.
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Registration
Rights Agreement
On July 31, 2023, the Issuer entered into
a registration rights agreement (the “Registration Rights Agreement”)
with the Reporting Person and certain other investors pursuant to which the Issuer agreed that promptly, but no later than 60 calendar
days from the date of the agreement, the Issuer would file, subject to customary exceptions, a registration statement with the SEC covering
the registrable securities (the “Registration Statement”).
All of the Issuer’s directors, executive officers and holders of more than 5% of our capital stock are parties to the Registration
Rights Agreement. The Issuer must use commercially reasonable efforts to keep the Registration Statement effective for five years from
the date it was declared effective by the SEC or until the date on which all registrable securities have been transferred other than
to certain enumerated permitted assignees under the Registration Rights Agreement.
Convertible
Promissory Note
At an initial closing on January 2, 2024
and subsequent closings on January 12, 2024, January 22, 2024 and January 26, 2024, the Issuer issued convertible promissory notes (the
“Convertible Promissory Notes”) to certain accredited
investors, including the Reporting Person (through Postmates) (the “Purchasers”).
The Convertible Promissory Notes bear interest at a rate of 6.00% per year, compounded annually, and are due and payable upon request
by each Purchaser on or after the 12-month anniversary of the original issuance date of each Convertible Promissory Note. The Issuer
may not prepay or repay the Convertible Promissory Notes in cash without the consent of the Purchasers. The aggregate gross proceeds
from the issuance of the Convertible Promissory Notes was $5.0 million.
Pursuant to the terms of the Convertible
Promissory Notes, in connection with the Issuer’s offering in April 2024, the outstanding principal amount of the Convertible Promissory
Notes and any unpaid accrued interest automatically converted in whole without any further action by the Purchasers into shares of common
stock at a conversion price per share equal to the lesser of (i) the cash price paid per share for common stock by the investors in a
qualified financing multiplied by 0.75, and (ii) the quotient resulting from dividing $80,000,000 by the number of outstanding shares
of common stock immediately prior to the qualified financing (assuming the conversion of all outstanding securities convertible into
or exercisable for shares of common stock, including all shares reserved and available for future grant under the Issuer’s compensation
plans) (the “Conversion Price”), which Conversion
Price resulted in the Reporting Person receiving 210,025 shares of common stock.
The Convertible Promissory Notes provide
for certain registration rights, pursuant to which the Issuer agreed that as soon as practicable, but no later than 45 days after the
date of issuance of any shares upon the conversion of the Convertible Promissory Notes (the “Conversion
Shares”), the Issuer would use its best efforts to file, subject to customary exceptions, a registration statement with
the SEC covering the Conversion Shares.
The foregoing descriptions of the Registration
Rights Agreement and Convertible Promissory Note do not purport to be complete and are qualified in their entirety by reference to the
text of the forms of such agreements, copies of which are included as Exhibits 1 and 2 to this Statement, respectively, and are incorporated
herein by reference.
Item
7. Material to be Filed as Exhibits
Signature
After reasonable inquiry
and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete
and correct.
| Date:
May 8, 2024 |
|
|
| |
|
|
| |
UBER
TECHNOLOGIES, INC. |
| |
|
|
| |
By: |
/s/ Prashanth Mahendra-Rajah |
| |
|
Name:
Prashanth Mahendra-Rajah |
| |
|
Title:
Chief Financial Officer |
Schedule
I
Directors
and Executive Officers
The business address
of each director and executive officer is c/o Uber Technologies, Inc., 1725 3rd Street San Francisco, CA 94158. Unless otherwise indicated,
each director and executive officer is a citizen of the United States.
| |
|
|
|
|
|
| NAME
AND POSITION |
PRESENT
PRINCIPAL OCCUPATION OR EMPLOYMENT |
| Dara
Khosrowshahi |
Chief
Executive Officer and Director of Uber Technologies, Inc. |
| Prashanth
Mahendra-Rajah |
Chief
Financial Officer of Uber Technologies, Inc. |
| Tony
West |
Senior
Vice President, Chief Legal Officer and Corporate Secretary of Uber Technologies, Inc. |
| Nikki
Krishnamurthy |
Senior
Vice President and Chief People Officer of Uber Technologies, Inc. |
| Jill
Hazelbaker |
Senior
Vice President, Marketing and Public Affairs of Uber Technologies, Inc. |
| Ronald
Sugar |
Former
Chairman and CEO, Northrop Grumman |
| Revathi
Advaithi |
CEO
of Flex Ltd. |
| Turqi
Alnowaiser(1) |
Deputy
Governor and Head of International Investments Division of The Public Investment Fund |
| Ursula
Burns |
Co-founder
of Integrum Holdings, LP |
| Robert
Eckert |
Operating
Partner of FFL Partners, LLC |
| Amanda
Ginsberg |
Operating
Partner of Advent International |
| Wan
Ling Martello |
Co-founder
and Partner of BayPine |
| John
Thain |
Chairman,
Pine Island Capital Partners LLC |
| David
Trujillo |
Partner,
TPG |
| Alexander
Wynaendts(2) |
Former
CEO and Chairman, Aegon NV |
(1) Mr. Alnowaiser is a citizen of the Kingdom
of Saudi Arabia.
(2) Mr. Wynaendts is a citizen of the Netherlands.
Uber Technologies (NYSE:UBER)
Historical Stock Chart
From Apr 2024 to May 2024
Uber Technologies (NYSE:UBER)
Historical Stock Chart
From May 2023 to May 2024
