|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
|
Serve Robotics Inc. /DE/ (Name of Issuer) |
Common stock, par value $0.0001 per share (Title of Class of Securities) |
81758H106 (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) |
09/19/2025 (Date of Event Which Requires Filing of This Statement) |
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), check the following box.
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).
SCHEDULE 13D
|
| CUSIP No. | 81758H106 |
| 1 |
Name of reporting person
Uber Technologies, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,070,629.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.36 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Note for Lines (7), (9), and (11) - Consists of 2,070,629 shares of common stock, par value $0.0001 per share (the "common stock"), of Serve Robotics Inc. (the "Issuer") that are beneficially owned by Uber Technologies, Inc. through Postmates, LLC, a wholly-owned subsidiary of Uber Technologies, Inc.
Note for Line (13) - The percent of class beneficially owned by the Reporting Person was calculated assuming 61,577,800 shares of common stock issued and outstanding based on (i) 59,881,731 shares of common stock issued and outstanding as of August 5, 2025, as described in the Issuer's report on Form 10-Q for the fiscal quarter ended June 30, 2025, as filed with the Securities and Exchange Commission (the "SEC"), plus (ii) 1,696,069 additional shares issued in the Issuer's acquisition of Vayu Robotics, Inc. that closed on August 15, 2025, as disclosed in the Issuer's Current Report on Form 8-K filed with the SEC on August 18, 2025.
This Amendment No. 1 amends and supplements the Schedule 13D relating to the shares of common stock of the Issuer (the "Schedule 13D") filed with the SEC on May 8, 2024. Information reported in the Schedule 13D remains in effect except to the extent amended or superseded by information contained in this Amendment No. 1.
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common stock, par value $0.0001 per share |
| (b) | Name of Issuer:
Serve Robotics Inc. /DE/ |
| (c) | Address of Issuer's Principal Executive Offices:
730 Broadway, Redwood City,
CALIFORNIA
, 94063. |
| Item 2. | Identity and Background |
| (a) | 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 2,070,629 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, filed as Exhibit 99.1 hereto ("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. |
| (b) | See Item 2(a) above. |
| (c) | See Item 2(a) above. |
| (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 5. | Interest in Securities of the Issuer |
| (a) | The Reporting Person is the beneficial owner of 2,070,629 shares of common stock, which represent approximately 3.36% of the outstanding shares of common stock as of August 18, 2025. The percent of common stock beneficially owned by the Reporting Person was calculated assuming 61,577,800 shares of common stock issued and outstanding based on (i) 59,881,731 shares of common stock issued and outstanding as of August 5, 2025, as described in the Issuer's report on Form 10-Q for the fiscal quarter ended June 30, 2025, as filed with the SEC, plus (ii) 1,696,069 additional shares issued in the Issuer's acquisition of Vayu Robotics, Inc. that closed on August 15, 2025, as disclosed in the Issuer's Current Report on Form 8-K filed with the SEC on August 18, 2025. 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 2,070,629 shares of common stock. The Reporting Person's shares of common stock represent approximately 3.36% of the voting power of Issuer's outstanding capital stock as of August 18, 2025. |
| (c) | On September 19, 2025, the Reporting Person (through Postmates) sold 1,215,048 shares of its holdings in the Issuer's common stock at an average price per share of $14.1405 in open market transactions. On September 22, 2025, the Reporting Person (through Postmates) sold 456,284 shares of its holdings in the Issuer's common stock at an average price per share of $14.0076 in open market transactions. On September 23, 2025, the Reporting Person (through Postmates) sold 1,006,872 shares of its holdings in the Issuer's common stock at an average price per share of $14.0471 in open market transactions. 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) | No change. |
| (e) | No change. |
| Item 7. | Material to be Filed as Exhibits. |
EX-99.1 - Schedule I |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|
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. | ||||
| Andrew Macdonald(1) | President and Chief Operating Officer 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 | Chief Marketing Officer and Senior Vice President, Public Affairs of Uber Technologies, Inc. | ||||
| Ronald Sugar | Former Chairman and CEO, Northrop Grumman | ||||
| Revathi Advaithi | CEO of Flex Ltd. | ||||
| Turqi Alnowaiser(2) | Deputy Governor and Head of International Investments Division of The Public Investment Fund | ||||
| Nikesh Arora | CEO of Palo Alto Networks | ||||
| Ursula Burns | Co-founder of Integrum Holdings, LP | ||||
| Robert Eckert | Operating Partner of FFL Partners, LLC | ||||
| Amanda Ginsberg | Operating Partner of Advent International | ||||
| John Thain | Founding Partner of Pine Island Capital Partners LLC | ||||
| David Trujillo | Partner, TPG | ||||
| Alexander Wynaendts(3) | Former CEO and Chairman, Aegon NV | ||||
(1) Mr. Macdonald is a citizen of Canada.
(2) Mr. Alnowaiser is a citizen of the Kingdom of Saudi Arabia.
(3) Mr. Wynaendts is a citizen of the Netherlands.