Merger and Corporate Structure - The merger with Serve Robotics was completed on July 31, 2023, with each share of Serve's capital stock converting into 0.8035 shares of the company's common stock, resulting in a maximum of 20,948,917 shares issued[83]. Revenue and Financial Performance - Revenue from delivery services and branding is the primary source of income, with Uber accounting for 50% of revenues for the year ended December 31, 2022[93]. - Revenues for the three months ended September 30, 2023, increased by 88% to $62,565 compared to $33,333 for the same period in 2022[107]. - Net loss for the three months ended September 30, 2023, was $7,645,972, a 43% increase from the net loss of $5,358,605 in the same period in 2022[108]. - Net loss for the nine months ended September 30, 2023, was $17,750,350, a 22% increase from $14,600,764 in the same period in 2022[111]. Operating Expenses - General and administrative expenses rose by 50% to $1,428,143 for the three months ended September 30, 2023, compared to $952,553 for the same period in 2022[108]. - Total operating expenses for the three months ended September 30, 2023, were $5,067,816, a slight increase of 1% from $5,016,309 in the same period in 2022[110]. - Interest expense for the three months ended September 30, 2023, was $1,480,000, significantly higher than $30,000 in the same period in 2022[110]. Research and Development - Research and development expenses decreased by 9% to $2,962,812 for the three months ended September 30, 2023, from $3,261,785 in the same period in 2022[108]. - Research and development expenses for the nine months ended September 30, 2023, decreased by 23% to $7,171,446 from $9,275,252 in the same period in 2022[111]. Cash Flow and Financing - Net cash used in operating activities decreased to $12.29 million for the nine months ended September 30, 2023, from $16.98 million in the same period of 2022, a reduction of $4.69 million[117]. - Net cash provided by financing activities was $13.08 million for the nine months ended September 30, 2023, compared to $14.09 million in 2022, reflecting a decrease of $1.01 million[117]. - The company plans to raise approximately $10 million through a Private Placement to fund operations and believes this, along with existing cash, will be sufficient for short-term operating plans[116]. - The company received net proceeds from the Private Placement of $10 million, $2.7 million from SAFEs, and $4 million from notes in 2023[116]. Assets and Liabilities - As of September 30, 2023, the company had current assets of $5.12 million and current liabilities of $4.86 million, including $3.50 million in cash and cash equivalents[116]. - The company has significant contractual obligations totaling $4.80 million as of September 30, 2023, including operating lease obligations and loan financing facilities[121]. - The company entered into a term loan with Silicon Valley Bank for gross proceeds of $2.50 million, maturing on March 1, 2025, with principal payments commencing on October 1, 2022[119]. Operational Metrics - Daily Active Robots increased to 30 from 9 year-over-year, reflecting improved operational capacity[113]. - Daily Supply Hours increased to 224 from 69 year-over-year, indicating enhanced utilization of the robot fleet[113]. Market Conditions and Future Outlook - The company anticipates continued operating losses in 2023 and 2024 while aiming to scale its operating fleet by a factor of 10 and expand geographic coverage beyond Los Angeles[99]. - Inflation and economic conditions may impact discretionary consumer spending, which could negatively affect financial results due to reduced demand for delivery services[95]. - Supply chain constraints, particularly in semiconductor components, have led to increased lead times and costs, potentially affecting future robot manufacturing plans[97]. - The company aims to achieve initial profitability by 2025, contingent on revenue development and various market conditions[99]. - The company is actively pursuing new delivery and branding customers to diversify its customer base and reduce reliance on Uber[93]. - Regulatory changes could impact the company's ability to operate in certain markets, affecting revenue generation and unit economics[98]. Investment Activities - Net cash used in investing activities was $0 for the nine months ended September 30, 2023, compared to $0.47 million in 2022, indicating a significant reduction in investment expenditures[116]. - The company has no off-balance sheet financing arrangements or relationships with unconsolidated entities as of the reporting period[122].

Delaware 3790 85-3844872 (Primary Standard Industrial Classification Code Number) As filed with the Securities and Exchange Commission on November 1, 2023 Registration Number 333-274547 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Serve Robotics Inc. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) If this Form is a post-effective ...

As filed with the Securities and Exchange Commission on September 15, 2023 Registration Number 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Serve Robotics Inc. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Delaware 3790 85-3844872 (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 730 Broadway Re ...

PART I - FINANCIAL INFORMATION [Financial Statements](index=5&type=section&id=Item%201.%20Financial%20Statements) The company reported no revenue, increasing net losses, and a worsening stockholders' deficit, with cash primarily from stockholder notes, anticipating a merger-driven change of control [Condensed Balance Sheets](index=6&type=section&id=Condensed%20Balance%20Sheets) As of June 30, 2023, the company's total assets were $9,236, with a stockholders' deficit of $152,864, primarily due to increased stockholder note payable Condensed Balance Sheet Data (Unaudited) | Account | June 30, 2023 (USD) | December 31, 2022 (USD) | | :--- | :--- | :--- | | **Assets** | | | | Cash | $9,236 | $457 | | **Total Assets** | **$9,236** | **$457** | | **Liabilities & Stockholders' Deficit** | | | | Accounts payable and accrued expenses | $10,600 | $10,000 | | Note payable - stockholder | $151,500 | $114,000 | | **Total Liabilities** | **$162,100** | **$124,000** | | Accumulated deficit | ($153,364) | ($124,043) | | **Total Stockholders' Deficit** | **($152,864)** | **($123,543)** | [Condensed Statements of Operations](index=7&type=section&id=Condensed%20Statements%20of%20Operations) The company reported no revenue for both periods, with a net loss of $17,839 for Q2 2023 and an increased six-month net loss of $29,321 driven by administrative expenses Statement of Operations Highlights (Unaudited) | Period | Three Months Ended June 30, 2023 (USD) | Three Months Ended June 30, 2022 (USD) | Six Months Ended June 30, 2023 (USD) | Six Months Ended June 30, 2022 (USD) | | :--- | :--- | :--- | :--- | :--- | | Revenue | $0 | $0 | $0 | $0 | | General and administrative expenses | $17,839 | $19,190 | $29,321 | $27,078 | | **Net Loss** | **($17,839)** | **($19,190)** | **($29,321)** | **($27,078)** | | Net loss per share | ($0.00) | ($0.00) | ($0.01) | ($0.01) | [Condensed Statement of Cash Flows](index=9&type=section&id=Condensed%20Statement%20of%20Cash%20Flows) Net cash used in operations was $28,721, offset by $37,500 from financing activities, resulting in a net cash increase of $8,779 for the six months ended June 30, 2023 Cash Flow Summary for Six Months Ended June 30 (Unaudited) | Cash Flow Activity | 2023 (USD) | 2022 (USD) | | :--- | :--- | :--- | | Net cash used in operating activities | ($28,721) | ($24,578) | | Net cash provided by financing activities | $37,500 | $26,980 | | **Net change in cash** | **$8,779** | **$2,402** | | **Cash - end of period** | **$9,236** | **$2,673** | [Notes to Condensed Financial Statements](index=10&type=section&id=Notes%20to%20Condensed%20Financial%20Statements) Notes clarify the company's shell status, 'going concern' issues due to accumulated deficit, and plans for financing through borrowings, highlighting the proposed merger with Serve Robotics Inc - The company is a shell corporation organized to acquire a target company, with no specific business, industry, or geographical restrictions[21](index=21&type=chunk) - Management has expressed substantial doubt about the company's ability to continue as a going concern due to an accumulated deficit of **$153,364** as of June 30, 2023, with plans to finance operations through additional borrowings[38](index=38&type=chunk) - The company has a **proposed merger agreement** with Serve Robotics Inc., an autonomous sidewalk delivery company, which is expected to result in a **change of control** upon completion[40](index=40&type=chunk)[41](index=41&type=chunk)[42](index=42&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=13&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's 'blank check' status, reliance on stockholder loans, 'going concern' doubts, and the proposed merger with Serve Robotics Inc., noting consistent net losses - The company is a **'blank check'** and **'shell company'** with no revenue, primarily focused on achieving a business combination without industry or location restrictions[45](index=45&type=chunk)[46](index=46&type=chunk) - On May 31, 2023, the company announced a **proposed merger with Serve Robotics Inc.**, an autonomous sidewalk delivery company, which is expected to result in a **change of control**[62](index=62&type=chunk)[63](index=63&type=chunk)[64](index=64&type=chunk) - The company's ability to continue as a **going concern** is in doubt, relying on a promissory note from a stockholder, Mark Tompkins, with **$151,500** outstanding as of June 30, 2023[53](index=53&type=chunk)[54](index=54&type=chunk)[69](index=69&type=chunk) Net Loss Summary (USD) | Period | Net Loss | | :--- | :--- | | Three months ended June 30, 2023 | $17,839 | | Three months ended June 30, 2022 | $19,190 | | Six months ended June 30, 2023 | $29,321 | | Six months ended June 30, 2022 | $27,078 | [Quantitative and Qualitative Disclosures About Market Risk](index=17&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is exempt from market risk disclosures due to its qualification as a 'smaller reporting company' - As a **'smaller reporting company'**, the company is exempt from providing quantitative and qualitative disclosures about market risk[76](index=76&type=chunk) [Controls and Procedures](index=18&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of June 30, 2023, with no material changes to internal control over financial reporting - Management evaluated the company's disclosure controls and procedures and found them to be **effective** as of June 30, 2023[78](index=78&type=chunk) - There were **no material changes** in internal control over financial reporting during the quarter that materially affected, or are reasonably likely to materially affect, these controls[79](index=79&type=chunk) PART II - OTHER INFORMATION [Legal Proceedings](index=19&type=section&id=Item%201.%20Legal%20Proceedings) The company is not a party to any material pending legal proceedings - There are **no material pending legal proceedings** to which the company is a party[82](index=82&type=chunk) [Risk Factors](index=19&type=section&id=Item%201A.%20Risk%20Factors) The company is exempt from providing risk factor disclosures due to its 'smaller reporting company' status - As a **'smaller reporting company'**, the company is exempt from providing risk factor disclosures in this report[83](index=83&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=19&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities during the period - **None**[84](index=84&type=chunk) [Exhibits](index=19&type=section&id=Item%206.%20Exhibits) This section provides an index of exhibits filed with the Form 10-Q, including certifications and Inline XBRL data files - The report includes an **exhibit index** listing documents such as the Certificate of Incorporation, By-Laws, a Promissory Note, and Sarbanes-Oxley certifications[86](index=86&type=chunk)

Financial Position - As of March 31, 2023, the Company had total assets of $12,366, comprised exclusively of cash[61]. - The Company's current liabilities as of March 31, 2023, totaled $147,391, including accounts payable and amounts due under a note payable to a shareholder[61]. - The total amount due under the promissory note issued to a stockholder as of March 31, 2023, was $131,500[64]. - The Company has no off-balance sheet arrangements that materially affect its financial condition or results of operations[68]. Revenue and Expenses - The Company has generated no revenues since inception and is unlikely to do so until a business combination is completed[47]. - The Company anticipates incurring approximately $40,000 in expenses related to legal, accounting, and other professional services in the next 12 months[52]. - Management expects to incur approximately $40,000 in expenses over the next 12 months related to legal, accounting, audit, and other professional service fees associated with Exchange Act filing requirements[67]. - The Company reported a net loss of $11,482 for the three months ended March 31, 2023, compared to a net loss of $7,888 for the same period in 2022, reflecting an increase in losses of approximately 45%[66]. - The Company reported a net cash used in operating activities of $(5,591) for the three months ended March 31, 2023[62]. - The net cash provided by financing activities was $17,500 for the same period[62]. Business Operations - The Company has not entered into any definitive agreement with any party regarding business opportunities as of the date of this report[60]. - The Company plans to continue efforts to locate suitable acquisition candidates without restricting to any specific business or geographical location[47]. - The Company has not generated any revenue since inception and is unlikely to do so unless it successfully completes an acquisition or merger with an operating company[65]. Regulatory and Legal Matters - The Company is classified as an "emerging growth company" and may take advantage of certain exemptions from various reporting requirements[43]. - As an "emerging growth company," the Company has elected to delay the adoption of new accounting standards, which may affect comparability with other public companies[70]. - There are no material pending legal proceedings involving the Company, and no adverse interests from directors or significant shareholders[74][75]. Management Estimates - Management's estimates regarding the current portion of note payable and deferred tax benefits are contingent upon the successful acquisition of a target company[69].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Delaware 85-3844872 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) Title of Each Class Trading Symbol Name of Each Exchange on Which Registered None N/A N/A FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHA ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR For the transition period from _______ to _______ Commission file number: 000-56237 Patricia Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 85-3844872 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to _______ Commission file number: 000-56237 Patricia Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 85-3844872 (St ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-56237 Patricia Acquisition Corp. (Exact name of registrant as specified in charter) (State or other jurisdiction of (I.R.S. Employer ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Delaware 85-3844872 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 2255 Glades Road, Suite 324A Boca Raton, Florida 33431 (Address of principal executive offices) (Zip Code) FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15( ...