What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2023-02-10 compared with 2022-11-14 · 279 added, 187 removed, 431 unchanged (52% of the section changed)

1 unchanged sentence

Medicine Acquisition Corp.

September 30, 2022

December 31, 2022

March 31, 2022

4 unchanged sentences

$ 128,953,272

Liabilities and Stockholders’ (Deficit)

2 unchanged sentences

Accrued expenses

Taxes payable

Loan payable - related party

4 unchanged sentences

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

Common stock subject to possible redemption, 830,210 shares at $ 10.80 per share and 12,650,000 shares at $ 10.10 per share as of December 31, 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 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

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

Class A Common stock, $ 0.0001 par value, 100,000,000 shares authorized, 3,783,200 and 620,700 shares issued and outstanding as of December 31, 2022 and March 31, 2022, respectively (excluding 830,210 shares and 12,650,000 shares, respectively, subject to possible redemption)

Class B Common stock, $ 0.0001 par value, 10,000,000 shares authorized, - 0 - shares and 3,162,500 shares issued and outstanding as of December 31, 2022 and March 31, 2022, respectively

Common stock value

8 unchanged sentences

$ 128,953,272

accompanying notes are an integral part of unaudited financial statement

1 unchanged sentence

of Operations

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

December 31, 2022

December 31, 2021

Nine Months Ended

December 31, 2022

Nine Months Ended

December 31, 2021

Operating expense

9 unchanged sentences

Basic and diluted - Class B

Basic and diluted - Class A & B

Basic and diluted

Weighted average number of shares

1 unchanged sentence

Basic and diluted - Class B

Basic and diluted - Class A & B

Basic and diluted

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

March 31, 2021 (audited)

June 30, 2021 (unaudited)

September 30, 2021

$ ( 154,668 )

$ ( 104,668 )

Balance, March 31, 2022 (audited)

A common stock issued in IPO

( 2,855,000 )

Balance, June 30, 2022 (unaudited)

underwriting commission

( 4,427,500 )

Accretion for Class A common stock to redemption amount

Balance, September 30, 2022

A common stock issued for services

of 519,500 private units

A common stock subject to possible redemption

( 12,650,000 )

( 127,763,735 )

( 127,765,000 )

Reclassification

from negative additional paid-in capital to accumulated deficit

( 3,302,878 )

December 31, 2021

$ ( 3,592,969 )

$ ( 3,592,591 )

March 31, 2022 (audited)

$ ( 3,776,318 )

$ ( 3,775,940 )

June 30, 2022 (unaudited)

$ ( 3,930,738 )

$ ( 3,930,360 )

for Class A common stock to redemption amount

September 30, 2022

$ ( 4,559,741 )

$ ( 4,559,363 )

$ ( 4,559,741 )

$ ( 4,559,363 )

from Class B to Class A

( 3,162,500 )

for Class A common stock to redemption amount

( 1,771,251 )

income (loss)

December 31, 2022

$ ( 5,753,641 )

$ ( 5,753,263 )

Ending balance

$ ( 5,753,641 )

$ ( 5,753,263 )

accompanying notes are an integral part of unaudited financial statement

1 unchanged sentence

of Cash Flows

For the Six Months Ended

September 30, 2022

For the Six Months Ended

September 30, 2021

December 31, 2022

December 31, 2021

Cash flows from operating activities:

$ ( 230,696 )

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

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

Investment income earned on investments held in Trust Account

( 1,728,701 )

Changes in operating assets and liabilities:

1 unchanged sentence

Accrued expenses

Taxes payable

Accrued expenses - related parties

Net cash (used in) operating activities

Cash flows from investing activities:

Distribution for taxes payments

Investment of cash in Trust Account

( 1,265,000 )

( 127,765,000 )

Net cash (used in) investing activities

( 127,765,000 )

Cash flows from financing activities:

Proceeds from extension loan - related parties

Cash released from trush account

Cash used for common stock redemption

( 121,034,650 )

Proceeds from sale of Units, net of underwriting discounts paid

Proceeds from sale of Private Placement Units

Payment of offering costs

Due to related party

Net cash (used in) financing activities

Net cash provided by financing activities

Net increase/(decrease) in cash and cash equivalents

4 unchanged sentences

Cash paid for income taxes

TRANSACTIONS:

NON-CASH INVESTING AND FINANCING ACTIVITIES:

Initial classification of ordinary shares subject to possible redemption

$ 127,765,000

Deferred underwriting fee payable

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

accompanying notes are an integral part of unaudited financial statement

MEDICINE ACQUISITION CORP.

14 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 and six months ended September 30, 2022 are not necessarily indicative of the results to

The interim results for the three and nine months ended December 31, 2022 are not necessarily indicative of the results to

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

5 unchanged sentences

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

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

of December 31, 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.

December 31, 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

29 unchanged sentences

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”).

As of December 31, 2022, the Company had available cash of $ 962,177 on its balance sheet, including $ 754,873 distributed from

the Trust Account for the tax payments, and a working capital deficit of $ 1,325,763 .

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

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 .

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

13 unchanged sentences

including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax

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 Financial Accounting

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

480 “Distinguishing Liabilities from Equity.”

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

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

2 unchanged sentences

the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to (i) waive its redemption

rights with respect to their Private Placement Shares in connection with the completion of the Business Combination, (ii) waive its redemption

rights with respect to their Private Placement Shares in connection with a stockholder vote to approve an amendment to the Company’s

second amended and restated certificate of incorporation (a) to modify the substance or timing of the Company’s obligation to redeem

100% of the Public Shares if the Company does not complete the Business Combination within the Combination Period (as defined below)

or (b) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity and (iii)

waive its rights to liquidating distributions from the Trust Account with respect to their Private Placement Shares if the Company fails

to complete the Business Combination within the Combination Period.

In addition, the Sponsor has agreed to vote any share it held in

favor of the Business Combination.

rights with respect to any shares of Class A common stock held by them in connection with the completion of the Business Combination,

(ii) waive its redemption rights with respect to any shares of Class A common stock held by them in connection with a stockholder vote

to approve an amendment to the Company’s second amended and restated certificate of incorporation (a) to modify the substance or

timing of the Company’s obligation to redeem 100 % of the Public Shares if the Company does not complete the Business Combination

within the Combination Period (as defined below) or (b) with respect to any other provision relating to stockholders’ rights or

pre-initial Business Combination activity and (iii) waive its rights to liquidating distributions from the Trust Account with respect

to the shares of Class B common stock they purchased in March 2021 (the “Founder Shares”) or Private Placement Shares if

the Company fails to complete the Business Combination within the Combination Period (as defined below).

In addition, the Sponsor has

agreed to vote any share it held in favor of the Business Combination.

Additionally,

10 unchanged sentences

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.

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

On October 19, 2022, an aggregate of

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

$ 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

If the Company is unable to complete a Business Combination within the Combination Period (as defined below), 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

3 unchanged sentences

other applicable law.

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

if the Company fails to complete a Business Combination within the Combination Period.

However, if the Sponsor acquires Public Shares

in or after the IPO, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to

complete a Business Combination within the Combination Period.

The underwriters have agreed to waive their rights to their business combination

marketing fees (see Note 9) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination

Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the

redemption of the Public Shares.

In the event of such distribution, it is possible that the per share value of the assets remaining available

for distribution will be less than the IPO price per Unit ($ 10.10 ).

Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares and Private Placement Shares if the Company fails

to complete a Business Combination within the Combination Period (as defined below).

However, if the Sponsor acquires Public Shares in

or after the IPO, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete

a Business Combination within the Combination Period (as defined below).

The underwriters have agreed to waive their rights to their

business combination marketing fees (see Note 9) held in the Trust Account in the event the Company does not complete a Business Combination

within the Initial Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that

will be available to fund the redemption of the Public Shares.

In the event of such distribution, it is possible that the per share value

of the assets remaining available for distribution will be less than the IPO price per Unit ($ 10.10 ).

Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a third party for services rendered or products

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.

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.

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.

December 23, 2022, the Company held a special meeting of stockholders in lieu of an annual meeting of stockholders (the “Meeting”).

At the Meeting, the Company’s stockholders approved an amendment to the Company’s Second Amended and Restated Certificate

of Incorporation (the “Charter Amendment”)to (i) extend the date by which the Company must consummate its initial Business

Combination from January 29, 2023 to July 29, 2023 (the “Combination Period”), or such earlier date as determined by the

Company’s board of directors and (ii) provide for the right of a holder of Class B common stock of the Company to convert into

Class A common stock of the Company on a one-for-one basis prior to the closing of an initial Business Combination.

Subsequently, the

Charter Amendment was filed with the Secretary of State of the State of Delaware and stockholders holding all of the issued and outstanding

Class B common stock of the Company elected to convert their Class B common stock into Class A common stock of the Company on a one-for-one

The Combination Period is extended to July 29, 2023, provided that an additional amount of $ 50,000 will be deposited into the

Trust Account for each month after January 29, 2023.

In addition, 3,162,500 shares of Class B common stock of the Company were cancelled,

and 3,162,500 shares of Class A Common Stock were issued to such converting Class B stockholders.

The 3,162,500 shares of Class A common

stock issued pursuant to the conversion are subject to the same restrictions applicable to the Class B common stock before the conversion,

including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial

Business Combination as described in the prospectus for our IPO.

Additionally, stockholders holding 11,819,790 shares of the Public Shares

exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s Trust Account.

As a result, $ 121,034,650

(approximately $ 10.24 per share) was removed from the Company’s Trust Account to pay such holders.

Following redemptions, the Company

had 830,210 Public Shares outstanding.

Agreement and Business Combination Marketing Agreement

Company engaged I-Bankers as the representative of the underwriters (the “Underwriters”) in the IPO of the Company’s

Class A common stock, par value of $ 0.0001 per share (“Shares”), for $ 110 million and the simultaneous listing on Nasdaq.

Pursuant to that certain underwriting agreement, I-Bankers acted as the representative of the Underwriters of the IPO for 11,000,000

Units at $ 10.00 per Unit, plus an over-allotment option equal to 15 % of the number of Units offered, or 1,650,000 Units, which was exercised

in full simultaneously upon the closing of the IPO.

The Company paid I-Bankers underwriters’ commission of $ 2,530,000 , equal to

2.0% of the gross proceeds raised in the IPO for such services upon the consummation of the IPO (exclusive of any applicable finders’

fees which might become payable).

Class A common stock for $ 110 million and the simultaneous listing on Nasdaq.

Pursuant to that certain underwriting agreement, I-Bankers

acted as the representative of the Underwriters of the IPO for 11,000,000 Units at $ 10.00 per Unit, plus an over-allotment option equal

to 15 % of the number of Units offered, or 1,650,000 Units, which was exercised in full simultaneously upon the closing of the IPO.

Company paid I-Bankers underwriters’ commission of $ 2,530,000 , equal to 2.0% of the gross proceeds raised in the IPO for such services

upon the consummation of the IPO (exclusive of any applicable finders’ fees which might become payable).

MEDICINE ACQUISITION CORP.

18 unchanged sentences

the 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.

These amounts

will be repaid upon completion of an initial Business Combination.

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

to the promissory note between the Company and the Sponsor (the “Sponsor Note”).

The Sponsor Note 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 Sponsor

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

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

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

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

The Sponsor Affiliate 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.

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

67 unchanged sentences

are carried at cost, which approximates fair value.

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.

The Company had cash of $ 962,177 on its balance sheet, including $ 754,873 distributed

from the Trust Account for the tax payments as of December 31, 2022, and cash of $ 877,099 as of March 31, 2022, respectively.

had no cash equivalent as of December 31, 2022 and March 31, 2022.

5 - Marketable Securities Held in Trust Account

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

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

and $ 127,760,867 , respectively.

As of December 31, 2022 and March 31, 2022, the marketable securities held in the Trust Account were $ 8,965,045 and

$ 127,760,867 , respectively.

MEDICINE ACQUISITION CORP.

7 unchanged sentences

are classified as temporary equity.

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

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

The Company’s

9 unchanged sentences

additional paid-in capital and accumulated deficit.

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

December 31, 2022, the common stock subject to redemption reflected in the balance sheet are reconciled in the following table:

of Common Stock Subject to Redemption

6 unchanged sentences

$ 127,765,000

Remeasurement of carrying value to redemption value

Common stock subject to possible redemption, September 30, 2022

Distribution for redemption

( 121,034,650 )

Remeasurement of carrying value to redemption value

Common stock subject to possible redemption, December 31, 2022

7 - Net Loss per Share of Common Stock

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

Net loss per share

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.

During the three and nine months ended December 31, 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

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

December 31, 2022

December 31, 2021

Net income (loss)

$ ( 135,423 )

5 unchanged sentences

TO FINANCIAL STATEMENTS

September 30, 2022

September 30, 2021

December 31, 2022

December 31, 2021

Net Income (loss)

$ ( 230,696 )

4 unchanged sentences

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

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

8 - Related Party Transactions

Expenses - Related Parties

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.

of December 31, 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 December 31, 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.

Payable – Related Party

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.

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

to the promissory note between the Company and the Sponsor (the “Sponsor Note”).

The Sponsor Note 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.

proceeds of the Sponsor Note 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.

October 15, 2022, the Company issued the Sponsor Affiliate Notes in an aggregate principal amount of $ 1,265,000 to the Sponsor Affiliates,

in connection with the extension of the Initial Combination Period from October 29, 2022 to January 29, 2023.

The Sponsor Affiliate 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.

On 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.

Capital Loans

15 unchanged sentences

to such loans.

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

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

MEDICINE ACQUISITION CORP.

27 unchanged sentences

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

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.

of December 31, 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 December 31, 2022 and March 31, 2022, there were 3,783,200 shares and 620,700 shares of Class A common stock issued and outstanding,

respectively, excluding 830,210 shares and 12,650,000 shares of Class A common stock, respectively, which are subject to possible redemption

and presented as temporary equity.

of December 31, 2022 and March 31, 2022, there were no shares and 3,162,500 shares of Class B common stock issued and outstanding, respectively.

to the Company’s special meeting of stockholders held on December 23, 2022, stockholders holding all of the issued and outstanding

Class B common stock of the Company elected to convert their Class B common stock into Class A common stock of the Company on a one-for-one

The Combination Period is extended to July 29, 2023, provided that an additional amount of $ 50,000 will be deposited into the

Trust Account for each month after January 29, 2023.

In addition, 3,162,500 shares of Class B common stock of the Company were cancelled,

and 3,162,500 shares of Class A Common Stock were issued to such converting Class B stockholders.

The 3,162,500 shares of Class A common

stock issued pursuant to the conversion are subject to the same restrictions applicable to the Class B common stock before the conversion,

including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial

Business Combination as described in the prospectus for our IPO.

Additionally, stockholders holding 11,819,790 shares of the Public Shares

exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s Trust Account.

As a result, $ 121,034,650

(approximately $ 10.24 per share) was removed from the Company’s Trust Account to pay such holders.

Following redemptions, the Company

had 830,210 Public Shares outstanding.

MEDICINE ACQUISITION CORP.

53 unchanged sentences

the Trust Account with respect to the Representative Shares if the Company fails to complete its initial Business Combination within

Combination Period.

The shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days

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

Initial Combination Period.

The shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of

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

MEDICINE ACQUISITION CORP.

1 unchanged sentence

11 - Fair Value Measurements

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

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

31, 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

September 30,

December 31, 2022

March 31, 2022

Marketable securities held in Trust Account

$ 127,760,867

12 – Subsequent Events

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.

Note 12 - Subsequent Events

On February 9, 2023, the Company issued a promissory note in an aggregate principal amount of $ 300,000 to an affiliate

of the Company’s Sponsor, in connection with the extension of the Company’s time to consummate an initial Business Combination

from January 29, 2023 to July 29, 2023.

This note bears 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.

An aggregate of $ 100,000

has been deposited into the Company’s Trust Account to extend the Company’s time to consummate a Business Combination from

January 29, 2023 to March 29, 2023.

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