June 13, 2019

William Santana Li
Chief Executive Officer
Knightscope, Inc.
1070 Terra Bella Avenue
Mountain View, CA 94043

        Re: Knightscope, Inc.
            Offering Circular on Form 1-A
            Filed on May 21, 2019
            File no. 024-11004

Dear Mr. Santana Li:

       We have reviewed your offering statement and have the following
comments. In some of
our comments, we may ask you to provide us with information so we may better
understand your

       Please respond to this letter by amending your offering statement and
providing the
requested information. If you do not believe our comments apply to your facts
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response. After reviewing any amendment to your offering statement and the
information you
provide in response to these comments, we may have additional comments.

Part II and III of the Offering Circular

Summary, page 3

1.     Please revise to include the conversion ratio for your Series S
Preferred shares.
2.     Please confirm, if accurate, that there are no shares of Class A common
stock presently
The holders of the Shares may be further diluted by, or your liquidation
preference may become
junior to, subsequent offerings., page 8

3.     Please revise your risk factor to specifically reference your concurrent
offering of Series S
       Preferred Shares under the exemption from registration provided by
Regulation D.
The company is controlled by its officers and other stockholders., page 15

4.     Please revise to quantify the percentage control held by Mr. Santana Li
and Ms. Stephens.
 William Santana Li
Knightscope, Inc.
June 13, 2019
Page 2

        We will consider qualifying your offering statement at your request. If
a participant in
your offering is required to clear its compensation arrangements with FINRA,
please have
FINRA advise us that it has no objections to the compensation arrangements
prior to

        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff. We also remind you that, following qualification of your
Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a
Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered
by the report.

        You may contact Robert Shapiro, Senior Staff Accountant, at
202-551-3273, or Robert S.
Littlepage, Accounting Branch Chief, at 202-551-3361, if you have questions
comments on the financial statements and related matters. Please contact Paul
Fischer, Staff
Attorney, at 202-551-3415, or Celeste M. Murphy, at 202-551-3257, with any
other questions.

FirstName LastNameWilliam Santana Li
                                                             Division of
Corporation Finance
Comapany NameKnightscope, Inc.
                                                             Office of
June 13, 2019 Page 2
cc:       Mariya Pivtoraiko
FirstName LastName