What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2022-11-14 compared with 2022-08-03 · 279 added, 277 removed, 339 unchanged (62% of the section changed)

1 unchanged sentence

Medicine Acquisition Corp.

September 30, 2022

March 31, 2022

Current assets

Prepaid expenses

and marketable securities held in Trust Account

current assets

Cash and marketable securities held in Trust Account

Total current assets

$ 129,123,094

$ 128,953,272

Liabilities and Stockholders’

Liabilities and Stockholders’ (Deficit)

Current liabilities

Accrued expenses - related

Accrued expenses - related party

Accrued expenses

payable - related party

current liabilities

Non-current liabilities

underwriting commissions

Loan payable - related party

Total current liabilities

Non-current liabilities

Common stock subject to

possible redemption, 12,650,000 shares at $ 10.10 per share

Deferred underwriting commissions

Total non-current liabilities

Total liabilities

Common stock subject to possible redemption, 12,650,000 shares at $ 10.14 and $ 10.10 per share as of September 30, 2022 and March 31, 2022, respectively

Stockholders’ (Deficit)

Preferred stock, $ 0.0001 par value, 1,000,000

shares authorized, - 0 - shares issued and outstanding as of June 30, 2022 and March 31, 2022

Class A Common stock, $ 0.0001 par value,

100,000,000 shares authorized, 620,700 shares issued and outstanding as of June 30, 2022 and March 31, 2022

Class B Common stock, $ 0.0001 par value,

10,000,000 shares authorized, 3,162,500 shares issued and outstanding as of June 30, 2022 and March 31, 2022

Preferred stock, $ 0.0001 par value, 1,000,000 shares authorized, - 0 - shares issued and outstanding as of September 30, 2022 and March 31, 2022

Class A Common stock, $ 0.0001

par value, 100,000,000

shares authorized, 620,700

shares issued and outstanding as of September 30, 2022 and March 31, 2022 (excluding 12,650,000 shares subject to possible redemption)

Class B Common stock, $ 0.0001 par value, 10,000,000 shares authorized, 3,162,500 shares issued and outstanding as of September 30, 2022 and March 31, 2022

Common stock value

Additional paid-in capital

Accumulated deficits

( 4,559,741 )

( 3,776,318 )

Stockholders’ (Deficit)

Total Stockholders’ (Deficit)

( 4,559,363 )

( 3,775,940 )

Liabilities and Stockholders’ (Deficit)

Total Liabilities and Stockholders’ (Deficit)

$ 129,123,094

3 unchanged sentences

of Operations

June 30, 2022

June 30, 2021

Officers compensation

and administrative expenses

For the Three Months Ended

September 30, 2022

For the Three Months Ended

September 30, 2021

For the Six Months Ended

September 30, 2022

For the Six Months Ended

September 30, 2021

Operating expense

gain from the trust account

Net (loss) before income

income (loss)

Officers compensation

General and administrative expenses

Total operating expense

Investment income earned on investments held in Trust Account

Total other income

Net (loss) before income tax

Net income (loss)

Net (loss) per share

and diluted - Class A

and diluted - Class B

and diluted - Class A & B

Basic and diluted - Class A

Basic and diluted - Class B

Basic and diluted - Class A & B

Weighted average number of shares

and diluted - Class A

and diluted - Class B

and diluted - Class A & B

Basic and diluted - Class A

Basic and diluted - Class B

Basic and diluted - Class A & B

accompanying notes are an integral part of unaudited financial statement

1 unchanged sentence

of Changes in Stockholders’ (Deficit)

Preferred Stock

Class A Common Stock

Class B Common Stock

Additional Paid-in

Balance, March 31, 2021 (audited)

Balance, June 30, 2021 (unaudited)

Balance, September 30, 2021

$ ( 154,668 )

$ ( 104,668 )

Balance, March 31, 2022 (audited)

4 unchanged sentences

$ ( 3,930,360 )

Accretion for Class A common stock to redemption amount

Balance, September 30, 2022

$ ( 4,559,741 )

$ ( 4,559,363 )

accompanying notes are an integral part of unaudited financial statement

1 unchanged sentence

of Cash Flows

June 30, 2022

June 30, 2021

Cash flows from operating

For the Six Months Ended

September 30, 2022

For the Six Months Ended

September 30, 2021

Cash flows from operating activities:

$ ( 319,979 )

Adjustments to reconcile

net income to net cash provided by (used in) operating

Unrealized (gain) from

the trust account

Changes in operating assets

and liabilities:

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

Investment income earned on investments held in Trust Account

Changes in operating assets and liabilities:

Prepaid expenses

Accrued expenses

expenses - related parties

Net cash (used in) operating

increase/(decrease) in cash and cash equivalents

and cash equivalents at the beginning of the period

and cash equivalents at the end of the period

Accrued expenses - related parties

Net cash (used in) operating activities

Cash flows from financing activities:

Due to related party

Net cash (used in) financing activities

Net increase/(decrease) in cash and cash equivalents

Cash and cash equivalents at the beginning of the period

Cash and cash equivalents at the end of the period

SUPPLEMENTAL CASH FLOW INFORMATION:

paid for interest

paid for income taxes

accompanying notes are an integral part of unaudited financial statement

Cash paid for interest

Cash paid for income taxes

TRANSACTIONS:

Additional shares issued to sponsor due to upsize of IPO

Remeasurement for Class A common stock subject to possible redemption

The accompanying notes are an integral part

of unaudited financial statement

MEDICINE ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

TO FINANCIAL STATEMENTS

1 - Basis of Presentation

12 unchanged sentences

accompanying unaudited financial statements should be read in conjunction with the Annual Report on Form 10-K for the year ended March

The interim results for the three months ended June 30, 2022 are not necessarily indicative of the results to be expected for

the year ending March 31, 2023 or for any future interim periods.

The interim results for the three and six months ended September 30, 2022 are not necessarily indicative of the results to

be expected for the year ending March 31, 2023 or for any future interim periods.

2 - Organization and Description of Business Operations

4 unchanged sentences

Combination target with operations or prospects in the digital healthcare and AI in medicine sector in the global market.

of June 30, 2022, the Company had not commenced any operations.

All activity for the period from July 8, 2020 (inception) through June

30, 2022, relates to the Company’s formation and its initial public offering (“IPO”), which is described below, and

subsequent to IPO, identifying a target company for a Business Combination.

The Company will not generate any operating revenues until

after the completion of a Business Combination, at the earliest.

The Company will generate non-operating income in the form of interest

income from the cash and marketable securities held in the Trust Account (as defined below).

The Company has selected March 31 as its

fiscal year end.

of September 30, 2022, the Company had not commenced any operations.

All activity for the period from July 8, 2020 (inception) through

September 30, 2022, relates to the Company’s formation and its initial public offering (“IPO”), which is described

below, and subsequent to IPO, identifying a target company for a Business Combination.

The Company will not generate any operating revenues

until after the completion of a Business Combination, at the earliest.

The Company will generate non-operating income in the form of

interest income from the cash and marketable securities held in the Trust Account (as defined below).

The Company has selected March

31 as its fiscal year end.

October 29, 2021, the Company consummated its IPO of 12,650,000 units (the “Units” and, with respect to the shares of Class

14 unchanged sentences

invested only in U.S.

government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity

of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting

certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of:

(i) the completion

of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below.

the closing of the IPO, cash of $ 764,101 was held outside of the Trust Account (as defined below) and is available for working capital

As of June 30, 2022, the Company had available cash of $ 707,977 on its balance sheet and a working capital of $ 385,860 .

Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale

of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating

a Business Combination.

government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940,

as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that

holds itself out as a money market fund selected by the Company meeting certain conditions of Rule 2a-7 of the Investment Company Act,

as determined by the Company, until the earlier of:

(i) the completion of a Business Combination and (ii) the distribution of the funds

held in the Trust Account, as described below.

MEDICINE ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

July 12, 2022, the Company entered into a definitive Business Combination Agreement (the “Business Combination Agreement”)

with Chijet Inc., each of the holders of Chijet’s outstanding shares (collectively, the “ Sellers ”),

Chijet Motor Company, Inc., a wholly-owned subsidiary of Chijet (“ Pubco ”), and Chijet Motor (USA) Company,

Inc., a wholly-owned subsidiary of Pubco (“ Merger Sub ”).

Chijet indirectly holds an over 85 % interest in Shandong

Baoya New Energy Vehicle Co., Ltd., a Chinese company (“ Baoya ”), which is a producer and manufacturer of electric

In addition, Chijet indirectly holds an over 64 % interest in FAW Jilin Automobile Co., Ltd., a Chinese company (“ FAW

Jilin ”), which manufactures and sells traditional fuel vehicles.

The transactions contemplated by the Business Combination

Agreement are referred to herein as the “ Proposed Business Combination ”.

(see Note 12).

TO FINANCIAL STATEMENTS

the closing of the IPO, cash of $ 764,101 was held outside of the Trust Account (as defined below) and is available for working capital

As of September 30, 2022, the Company had available cash of $ 514,673 on its balance sheet and a working capital deficit of

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO

and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward

consummating a Business Combination.

July 12, 2022, the Company entered into a definitive Business Combination Agreement (the “Business Combination

Agreement”) with Chijet Inc.

(together with its subsidiaries, “Chijet”), each of

the referenced holders of Chijet’s outstanding shares (collectively, the

“ Sellers”), Chijet Motor Company, Inc., a wholly-owned subsidiary of Chijet (“Pubco”), and Chijet

Motor (USA) Company, Inc., a wholly-owned subsidiary of Pubco (“Merger Sub”).

Chijet indirectly holds an over 85 %

interest in Shandong Baoya New Energy Vehicle Co., Ltd., a Chinese company (“Baoya”), which is a producer and

manufacturer of electric vehicles.

In addition, Chijet indirectly holds an over 64 %

interest in FAW Jilin Automobile Co., Ltd., a Chinese company (“FAW Jilin”), which manufactures and sells traditional

fuel vehicles.

On September 6, 2022, the Business Combination Agreement was amended to extend the

due diligence period until and ended on September 20, 2022, which was subsequently extended to September 30, 2022 pursuant to the

second amendment of the Business Combination Agreement, dated September 16, 2022.

On September 26, 2022, the Company terminated the Business

Combination Agreement and the Company is not obligated to pay any penalties pursuant to the terms of the Business Combination

Agreement as a result of the termination .

Company must complete a Business Combination with one or more operating businesses or assets that together have an aggregate fair market

4 unchanged sentences

company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires an interest in the target

business or assets sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940,

as amended (the “Investment Company Act”).

business or assets sufficient for it not to be required to register as an investment company under the Investment Company Act.

Company will provide its stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a

7 unchanged sentences

The shares of Class A common stock will be recorded at redemption value and classified as temporary equity upon the completion

of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from

of the IPO, in accordance with Financial Accounting

Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic

480 “Distinguishing Liabilities from Equity.”

Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 upon such completion

14 unchanged sentences

for or against a proposed Business Combination.

MEDICINE ACQUISITION CORP.

TO FINANCIAL STATEMENTS

Notwithstanding

4 unchanged sentences

from redeeming its shares with respect to more than an aggregate of 15 % of the Public Shares without the Company’s prior written

MEDICINE ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

Company will have until October 29, 2022 (or April 29, 2023 if the Company may extend the period of time to consummate a Business Combination)

(the “Combination Period”) to complete a Business Combination.

If the Company is unable to complete a Business Combination

within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably

possible but no more than 10 business days thereafter, redeem 100 % of the outstanding Public Shares, at a per-share price, payable in

cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (less up to $ 50,000 of interest to

pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public

stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly

as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board

of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims

of creditors and the requirements of other applicable law.

Company initially had until October 29, 2022 (or April 29, 2023 if the Company may extend the period of time to consummate a Business

Combination)(the “Combination Period”) to complete a Business Combination.

On October 19, 2022, an aggregate of $ 1,265,000

was deposited into the Company’s trust account to extend the Company’s time to consummate a business combination from October

29, 2022 to January 29, 2023, which amount will be included in the pro rata amount distributed to (i) all of the holders of the Class

A common stock sold in the Company’s IPO (“Public Shares”) upon the Company’s liquidation

or (ii) holders of Public Shares who elect to have their shares redeemed in connection with the consummation of the Company’s initial

business combination.

If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i)

cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than 10 business days

thereafter, redeem 100 % of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on

deposit in the Trust Account, including interest earned (less up to $ 50,000 of interest to pay dissolution expenses), divided by the

number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders

(including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such

redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, dissolve and liquidate,

subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of

other applicable law.

Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares (as defined below) and Private Placement Shares

11 unchanged sentences

sold to the Company, or by a prospective target business with which the Company has discussed entering into a transaction agreement,

reduce the amount of funds in the Trust Account to below (1) $ 10.10 per Public Share or (2) such lesser amount per Public Share held

in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of trust assets, in each case

net of the amount of interest which may be withdrawn to pay taxes.

This liability will not apply with respect to any claims by a third

party who executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s

indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended

(the “Securities Act”).

Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party,

the Sponsor will not be responsible to the extent of any liability for such third-party claims.

The Company will seek to reduce the possibility

that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers

(other than the Company’s independent auditors), prospective target businesses or other entities with which the Company does business,

execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

reduce the amount of funds in the Trust Account to below (1) $ 10.10 per

Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account

due to reductions in the value of trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes.

liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the

Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities,

including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

Moreover, in the event that an

executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability

for such third-party claims.

The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account

due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent auditors),

prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any

right, title, interest or claim of any kind in or to monies held in the Trust Account.

Agreement and Business Combination Marketing Agreement

7 unchanged sentences

fees which might become payable).

MEDICINE ACQUISITION CORP.

TO FINANCIAL STATEMENTS

the closing of the IPO, the Company issued to I-Bankers a five-year warrant to purchase 632,500 Shares of Class A common stock, equal

2 unchanged sentences

In addition, I-Bankers was issued 101,200 shares of Class A common stock upon the consummation of IPO (“Representative

MEDICINE ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

addition, under a business combination marketing agreement, the Company has engaged I-Bankers as an advisor in connection with the Business

5 unchanged sentences

and Capital Resources

Company has principally financed its operations from inception using proceeds from the sale of its equity securities to its shareholders

Company has principally financed its operations from inception using proceeds from the sale of its equity securities to its stockholders

prior to the IPO, proceeds from related party loan and such amount of proceeds from the IPO that were placed in an account outside of

4 unchanged sentences

the Business Combination.

of June 30, 2022 and March 31, 2022, the Company had a loan payable to the Sponsor in amount of $ 500,000 with zero interest (the “Loan”).

Pursuant to the promissory note between the Company and the Sponsor, the Loan is unsecured, and the Sponsor agrees to fund the Company

in amount of up to $ 500,000 .

Under no circumstances shall any individual, including but not limited to any officer, director, employee

or stockholder of the Company, be obligated personally for any obligations or liabilities of the Loan.

These amounts will be repaid upon

completion of an initial Business Combination.

Company may need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors,

of September 30, 2022 and March 31, 2022, the Company had a loan payable to the Sponsor in amount of $ 500,000 with zero interest (the

Pursuant to the promissory note between the Company and the Sponsor, the Loan is unsecured, and the Sponsor agrees

to fund the Company in amount of up to $ 500,000 .

Under no circumstances shall any individual, including but not limited to any officer,

director, employee or stockholder of the Company, be obligated personally for any obligations or liabilities of the Loan.

These amounts

will be repaid upon completion of an initial Business Combination.

Company may need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors,

or third parties.

19 unchanged sentences

In connection with the Company’s assessment of going concern considerations in

accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s

accordance with FASB Accounting Standards Update (“ASU”) Topic 2014-15, “Disclosures of Uncertainties about an Entity’s

Ability to Continue as a Going Concern” the Company does not currently have adequate liquidity to sustain operations, which consist

solely of pursuing a Business Combination.

Company may raise additional capital through loans or additional investments from the Sponsor or its shareholders, officers, directors,

MEDICINE ACQUISITION CORP.

TO FINANCIAL STATEMENTS

Company may raise additional capital through loans or additional investments from the Sponsor or its stockholders, officers, directors,

or third parties.

4 unchanged sentences

of consummation of a Business Combination or the deadline to complete a Business Combination pursuant to the Company’s Amended

and Restated Certificate of Incorporation (unless otherwise amended by shareholders).

MEDICINE ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

and Restated Certificate of Incorporation (unless otherwise amended by stockholders).

the Company expects to have sufficient access to additional sources of capital if necessary, there is no current commitment on the part

12 unchanged sentences

3 - Recent Accounting Pronouncements

August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06,

Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s

Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments.

ASU 2020-06 eliminates

the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies

the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity.

The new standard

also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s

ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for

all convertible instruments.

ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis,

with early adoption permitted beginning on January 1, 2021.

The adoption of ASU 2020-06 did not have an impact on the Company’s

financial statements.

August 2020, the FASB issued FASB ASU Topic 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives

and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain

financial instruments.

ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion

features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts

in an entity’s own equity.

The new standard also introduces additional disclosures for convertible debt and freestanding instruments

that are indexed to and settled in an entity’s own equity.

ASU 2020-06 amends the diluted earnings per share guidance, including

the requirement to use the if-converted method for all convertible instruments.

ASU 2020-06 is effective January 1, 2022 and should be

applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021.

The adoption of ASU 2020-06

did not have an impact on the Company’s financial statements.

does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material

4 unchanged sentences

are carried at cost, which approximates fair value.

The Company had $ 707,977 and $ 877,099 in cash as of June 30, 2022 and March 31, 2022,

respectively, and no cash equivalent as of June 30, 2022 and March 31, 2022.

The Company had $ 514,673 and $ 877,099 in cash as of September 30, 2022 and March

31, 2022, respectively, and no cash equivalent as of September 30, 2022 and March 31, 2022.

5 - Marketable Securities Held in Trust Account

June 30, 2022, substantially all of the assets held in the Trust Account were held in money market funds, which are invested primarily

September 30, 2022, substantially all of the assets held in the Trust Account were held in money market funds, which are invested primarily

Treasury securities.

6 unchanged sentences

market information.

As of June 30, 2022 and March 31, 2022, the marketable securities held in the Trust Account were $ 127,876,280 and

$ 127,760,867 , respectively.

DEEP MEDICINE ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

As of September 30, 2022 and March 31, 2022, the marketable securities held in the Trust Account were $ 128,428,444

and $ 127,760,867 , respectively.

MEDICINE ACQUISITION CORP.

TO FINANCIAL STATEMENTS

6 - Common Stock Subject to Possible Redemption

Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification

(“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption are

classified as a liability instrument and are measured at fair value.

Conditionally redeemable common stock (including common stock that

feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain

events not solely within the Company’s control) are classified as temporary equity.

At all other times, common stock are classified

as shareholders’ equity.

The Company’s common stock feature certain redemption rights that are considered to be outside of

the Company’s control and subject to occurrence of uncertain future events.

Accordingly, common stock subject to possible redemption

are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance

Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing

Liabilities from Equity.” Common stock subject to mandatory redemption are classified as a liability instrument and are measured

at fair value.

Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the

control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control)

are classified as temporary equity.

At all other times, common stock are classified as stockholders’ equity.

The Company’s

common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence

of uncertain future events.

Accordingly, common stock subject to possible redemption are presented at redemption value as temporary equity,

outside of the stockholders’ equity section of the Company’s balance sheet.

Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to

4 unchanged sentences

additional paid-in capital and accumulated deficit.

June 30, 2022, the common stock subject to redemption reflected in the balance sheet are reconciled in the following table:

September 30, 2022, the common stock subject to redemption reflected in the balance sheet are reconciled in the following table:

of Common Stock Subject to Redemption

3 unchanged sentences

( 2,855,000 )

Remeasurement of carrying

value to redemption value

stock subject to possible redemption

Remeasurement of carrying value to redemption value

Common stock subject to possible redemption, March 31, 2022

$ 127,765,000

Remeasurement of carrying value to redemption value

Common stock subject to possible redemption, September 30, 2022

$ 128,228,444

7 - Net Loss per Share of Common Stock

Company complies with accounting and disclosure requirements ASC Topic 260, “Earnings per Share”.

Net loss per share of common

stock is computed by dividing net loss by the weighted average number of shares of common stock issued and outstanding for the period,

excluding shares of common stock subject to forfeiture.

During the three months ended June 30, 2022 and 2021, the Company did no t have

any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of common stock and then share

in the earnings (loss) of the Company.

As a result, diluted loss per share of common stock is the same as basic loss per share of common

stock for the period.

Company complies with accounting and disclosure requirements FASB ASC Topic 260, “Earnings per Share”.

Net loss per share

of common stock is computed by dividing net loss by the weighted average number of shares of common stock issued and outstanding for

the period, excluding shares of common stock subject to forfeiture.

During the three and six months ended September 30, 2022 and 2021,

the Company did no t have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of

common stock and then share in the earnings (loss) of the Company.

As a result, diluted loss per share of common stock is the same as

basic loss per share of common stock for the period.

of Diluted Loss Per Share of Common Stock

For the Three

September 30, 2022

For the Three

September 30, 2021

$ ( 165,559 )

Basic and diluted loss

per share – Class A

Basic and diluted loss

per share – Class B

Basic and diluted loss

for basic and diluted earnings per share – Weighted-average shares of Class A common stock issued and outstanding during the

for basic and diluted earnings per share -– Weighted-average shares of Class B common stock issued and outstanding during the

for basic and diluted earnings per share -– Weighted-average shares issued and outstanding during the

Basic and diluted loss per share – Class A

Basic and diluted loss per share – Class B

Denominator for basic and diluted earnings per share – Weighted-average shares of Class A common stock issued and outstanding during the period

Denominator for basic and diluted earnings per share -– Weighted-average shares of Class B common stock issued and outstanding during the period

MEDICINE ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

TO FINANCIAL STATEMENTS

September 30, 2022

September 30, 2021

$ ( 319,979 )

Basic and diluted loss per share – Class A

Basic and diluted loss per share – Class B

Basic and diluted loss per share

Denominator for basic and diluted earnings per share – Weighted-average shares of Class A common stock issued and outstanding during the period

Denominator for basic and diluted earnings per share -– Weighted-average shares of Class B common stock issued and outstanding during the period

Denominator for basic and diluted earnings per share -– Weighted-average shares of issued and outstanding during the period

8 - Related Party Transactions

Expenses - Related Parties

of June 30, 2022 and March 31, 2022, the Company had accrued expenses – related parties in amount of $ 6,000 and $ 21,000 , respectively,

of which $ 6,000 was in connection with the accrued non-cash compensation to the Company’s management and directors.

the executed Offer Letters, the Company agreed to pay the Company’s Chief Financial Officer $ 5,000 in cash per month starting from

August 1, 2020, and the Company’s officers and directors an aggregate of 300,000 post Business Combination shares within 10 days

following a Business Combination, with the same lock-up restrictions and registration rights as the Founder Shares.

The fair value of

this stock issuance was determined by the fair value of the Company’s Common Stock on the grant date, at a price of $ 0.02 per share.

As of June 30, 2022 and March 31, 2022, the accrued expenses related to the cash compensation to the Company’s Chief Financial

Officer was $ 0 and $ 15,000 , respectively.

of September 30, 2022 and March 31, 2022, the Company had accrued expenses – related parties in amount of $ 11,000 and $ 21,000 ,

respectively, of which $ 6,000 was in connection with the accrued non-cash compensation to the Company’s management and directors.

Pursuant to the executed Offer Letters, the Company agreed to pay the Company’s Chief Financial Officer $ 5,000 in cash per month

starting from August 1, 2020, and the Company’s officers and directors an aggregate of 300,000 post Business Combination shares

within 10 days following a Business Combination, with the same lock-up restrictions and registration rights as the Founder Shares.

fair value of this stock issuance was determined by the fair value of the Company’s Common Stock on the grant date, at a price

of $ 0.02 per share.

As of September 30, 2022 and March 31, 2022, the accrued expenses related to the cash compensation to the Company’s

Chief Financial Officer was $ 5,000 and $ 15,000 , respectively.

Payable – Related Party

of June 30, 2022 and March 31, 2022, the Company had a loan payable to the Sponsor in amount of $ 500,000 with zero interest (the “Loan”).

Pursuant to the promissory note between the Company and the Sponsor, the Loan is unsecured, and the Sponsor agrees to fund the Company

in amount of up to $ 500,000 .

Under no circumstances shall any individual, including but not limited to any officer, director, employee

or stockholder of the Company, be obligated personally for any obligations or liabilities of the Loan.

The proceeds of the Loan were

used to pay a portion of the offering expenses of the IPO.

These amounts will be repaid upon completion of an initial Business Combination.

of September 30, 2022 and March 31, 2022, the Company had a loan payable to the Sponsor in amount of $ 500,000 with zero interest (the

Pursuant to the promissory note between the Company and the Sponsor, the Loan is unsecured, and the Sponsor agrees

to fund the Company in amount of up to $ 500,000 .

Under no circumstances shall any individual, including but not limited to any officer,

director, employee or stockholder of the Company, be obligated personally for any obligations or liabilities of the Loan.

of the Loan were used to pay a portion of the offering expenses of the IPO.

These amounts will be repaid upon completion of an initial

Business Combination.

Capital Loans

15 unchanged sentences

to such loans.

As of June 30, 2022 and March 31, 2022, no Working Capital Loans were outstanding.

As of September 30, 2022 and March 31, 2022, no Working Capital Loans were outstanding.

MEDICINE ACQUISITION CORP.

TO FINANCIAL STATEMENTS

9 - Commitments and Contingency

13 unchanged sentences

The Company will bear the expenses incurred in connection with the filing of any such registration statements.

DEEP MEDICINE ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

Company had granted the Underwriters a 30-day option from the date of IPO to purchase up to 1,650,000 additional Units to cover over-allotments,

10 unchanged sentences

shares of preferred stock (the “Preferred Stock”).

of June 30, 2022 and March 31, 2022, there were 620,700 shares of Class A common stock issued and outstanding, excluding 12,650,000 shares

of Class A common stock subject to possible redemption which are presented as temporary equity.

of June 30, 2022 and March 31, 2022, there were 3,162,500 shares of Class B common stock issued and outstanding.

of June 30, 2022 and March 31, 2022, no shares of Preferred Stock were issued or outstanding.

The designations, voting and other rights

and preferences of the Preferred Stock may be determined from time to time by the Company’s board of directors.

of September 30, 2022 and March 31, 2022, there were 620,700 shares of Class A common stock issued and outstanding, excluding 12,650,000

shares of Class A common stock subject to possible redemption which are presented as temporary equity.

of September 30, 2022 and March 31, 2022, there were 3,162,500 shares of Class B common stock issued and outstanding.

of September 30, 2022 and March 31, 2022, no shares of Preferred Stock were issued or outstanding.

The designations, voting and other

rights and preferences of the Preferred Stock may be determined from time to time by the Company’s board of directors.

MEDICINE ACQUISITION CORP.

TO FINANCIAL STATEMENTS

holder of a right will receive one-tenth (1/10) of one share of Class A common stock upon consummation of a Business Combination.

21 unchanged sentences

in no event will the Company be required to net cash settle the rights, and the rights may expire worthless.

DEEP MEDICINE ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

Representative

31 unchanged sentences

immediately following October 29, 2021 pursuant to FINRA Rule 5110(e)(1).

MEDICINE ACQUISITION CORP.

TO FINANCIAL STATEMENTS

11 - Fair Value Measurements

following table presents information about the Company’s assets that are measured at fair value on a recurring basis at June 30,

2022 and March 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September

30, 2022 and March 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair

of Fair Value Hierarchy Valuation

Marketable securities held in Trust

September 30,

Marketable securities held in Trust Account

$ 128,428,444

1 unchanged sentence

12 – Subsequent Events

July 12, 2022, the Company entered into a definitive Business Combination Agreement (the “ Business Combination Agreement ”)

with Chijet Inc., a Cayman Islands exempted company (together with its subsidiaries, “ Chijet ”), each of the

referenced holders of Chijet’s outstanding shares (collectively, the “ Sellers ”), Chijet Motor Company,

Inc., a Cayman Islands exempted company and wholly-owned subsidiary of Chijet (“ Pubco ”), and Chijet Motor (USA)

Company, Inc., a Delaware corporation and a wholly-owned subsidiary of Pubco (“ Merger Sub ”).

Chijet indirectly

holds an over 85 % interest in Shandong Baoya New Energy Vehicle Co., Ltd., a Chinese company (“ Baoya ”), which

is a producer and manufacturer of electric vehicles.

In addition, Chijet indirectly holds an over 64 % interest in FAW Jilin Automobile

Co., Ltd., a Chinese company (“ FAW Jilin ”), which manufactures and sells traditional fuel vehicles.

The transactions

contemplated by the Business Combination Agreement are referred to herein as the “ Proposed Business Combination ”.

MEDICINE ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

to its terms and conditions, the Business Combination Agreement provides that Company and Chijet will become wholly-owned subsidiaries

of Pubco, a newly formed holding company.

Pursuant to the Business Combination Agreement, subject to the terms and conditions set forth

therein, at the closing of the Proposed Business Combination (the “ Closing ”), (a) Merger Sub will merge with

and into the Company, with the Company continuing as the surviving entity and a wholly-owned subsidiary of Pubco (the “ Merger ”),

and with holders of Company securities receiving substantially equivalent securities of Pubco, and (b) immediately prior to the Merger,

Pubco will acquire all of the issued and outstanding ordinary shares of Chijet (the “ Purchased Shares ”) from

the Sellers in exchange for ordinary shares of Pubco and Chijet shall surrender for no consideration its shares in Pubco, as described

below, with Chijet likewise becoming a wholly-owned subsidiary of Pubco (the “ Share Exchange ”).

of Merger on Company Securities

the effective time of the of the Proposed Business Combination (the “ Effective Time ”):

(i) every issued and

outstanding share of Class A Common Stock, par value $ 0.0001 per share of the Company (“ Common Stock ”) immediately

prior to that Effective Time (other than treasury stock), will be exchanged for one ordinary share, par value $ 0.0001 per share, of Pubco

(“ Ordinary Share ”), following which all shares of the Company’s Common Stock will be canceled and will

cease to exist;

and (ii) each issued and outstanding right of the Company, entitling the registered holder thereof to receive one-tenth

(1/10th) of a share of the Company’s Class A Common Stock upon the consummation by the Company of its initial business combination

shall be issued equivalent shares of Common Stock of the Company, which shall be aggregated per registered holder to the amount of full

shares of Common Stock for which such holder is eligible, and which shall be automatically converted into the number of Pubco Ordinary

Shares that would have been received by the holder thereof if such right had been automatically exercised immediately prior to the Effective

Time in accordance with clause (i) of this paragraph.

In addition, (iii) each share of Class B Common Stock, par value $ 0.0001 per share

(“ Class B Common Stock ”) of the Company will be exchanged for one Pubco Ordinary Share, and (iv) each privately

placed warrant of the Company to acquire Common Stock shall be exchanged for a substantially equivalent warrant to acquire Pubco Ordinary

Shares, in each case pursuant to the Company’s certificate of incorporation and the terms of these securities.

Consideration

total consideration to be paid by Pubco to the Sellers for the Purchased Shares shall be an aggregate number of Pubco’s Ordinary

Shares (the “ Exchange Shares ”) with an aggregate value (the “ Exchange Consideration ”)

equal to the product of (i) 0.851717 and (ii) $ 2,550,000,000 (the latter amount, subject to adjustment as described below, being the

“ Valuation ”), with each Pubco Ordinary Share to be issued to the Sellers valued at a price equal to the price

at which each share of Company’s Common Stock is redeemed pursuant to the redemption by the Company of its public stockholders

in connection with the Company’s initial business combination, as required by its certificate of incorporation, as amended (the

“ Redemption ”).

the sixty (60) day period following the date of the Business Combination Agreement (the “ Due Diligence Period ”),

the Company will undertake a due diligence review of Chijet, Pubco and their subsidiaries and their respective operations and complete

the Company’s determination of the Valuation (the “ Revised Valuation ”).

If the Company determines, in

its reasonable discretion following consultation with its financial advisors, that the Revised Valuation is equal to or greater than

$ 2,295,000,000 (the “ Minimum Valuation ”), then the Exchange Consideration shall be based upon the initial Valuation

of $ 2,550,000,000 .

If the Company determines, in its reasonable discretion following consultation with its financial advisors, that the

Revised Valuation is less than the Minimum Valuation, then for a period of five (5) days following the Company’s delivery of notice

thereof (the “ Negotiation Period ”), the parties will reasonably cooperate to agree on a revised amount of Exchange

Consideration.

If the parties do not agree during the Negotiation Period on a revised amount of Exchange Consideration, the Company will

have the option either to terminate the Business Combination Agreement (as further described below) or to proceed to the Closing with

the Exchange Consideration being based on the Minimum Valuation.

Transactions were not closed as of the date of filing this Quarterly Report on Form 10-Q.

October 15, 2022, the Company issued two promissory notes in an aggregate principal amount of $ 1,265,000 (collectively, the “Notes”),

to two affiliates of the Company’s Sponsor (collectively, the “Sponsor Affiliates”), in connection with the extension

of the Combination Period from October 29, 2022 to January 29, 2023.

The Notes bear no interest and are repayable in full upon the earlier

of (a) the date of the consummation of the Company’s initial Business Combination, or (b) the date of the liquidation of the Company.

October 19, 2022, an aggregate of $ 1,265,000 was deposited into the Company’s trust account, which amount will be included in the

pro rata amount distributed to (i) holders of Public Shares upon the Company’s liquidation or (ii) holders of Public Shares who

elect to have their shares redeemed in connection with the consummation of the Company’s initial Business Combination.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements