What changed in this filing

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Item 1. Financial Statements

2023-08-14 compared with 2023-02-10 · 276 added, 309 removed, 401 unchanged (59% of the section changed)

1 unchanged sentence

Medicine Acquisition Corp.

December 31, 2022

June 30, 2023

March 31, 2023

3 unchanged sentences

Total current assets

$ 128,953,272

Liabilities and Stockholders’ (Deficit)

9 unchanged sentences

Total liabilities

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

Common stock subject to possible redemption, 830,210 shares at $ 11.21 per share

and 830,210 shares at $ 10.83 per share as of June 30, 2023 and March 31, 2023, respectively

Stockholders’ (Deficit)

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

Preferred stock, $ 0.0001 par value, 1,000,000 shares authorized, - 0 - shares issued

and outstanding as of June 30, 2023 and March 31, 2023

Class A Common stock, $ 0.0001 par value, 100,000,000 shares

authorized, 3,783,200 shares issued and outstanding as of June 30, 2023 and March 31, 2023 (excluding 830,210 shares subject to possible

Class B Common stock, $ 0.0001 par value, 10,000,000 shares authorized, - 0 - shares

issued and outstanding as of June 30, 2023 and March 31, 2023

Additional paid-in capital

5 unchanged sentences

( 6,440,256 )

Total Liabilities and Stockholders’ (Deficit)

$ 128,953,272

accompanying notes are an integral part of unaudited financial statement

Total Liabilities and Stockholders’

accompanying notes are an integral part of unaudited financial statements

MEDICINE ACQUISITION CORP.

of Operations

December 31, 2022

December 31, 2021

Nine Months Ended

December 31, 2022

Nine Months Ended

December 31, 2021

Three Months Ended

June 30, 2023

June 30, 2022

Operating expense

Officers compensation

Franchise taxes

General and administrative expenses

Total operating expense

Investment income earned on investments held in Trust Account

Investment income (loss) on investments held in Trust Account

Total other income

3 unchanged sentences

Basic and diluted - Class A

Basic - Class A

Basic and diluted - Class B

Basic and diluted

Weighted average number of shares

Basic and diluted - Class A

Basic - Class A

Basic and diluted - Class B

Basic and diluted

accompanying notes are an integral part of unaudited financial statement

Basic - Class B

accompanying notes are an integral part of unaudited financial statements

Medicine Acquisition Corp.

of Changes in Stockholders’ (Deficit)

March 31, 2021 (audited)

June 30, 2021 (unaudited)

September 30, 2021

$ ( 154,668 )

$ ( 104,668 )

A common stock issued in IPO

( 2,855,000 )

underwriting commission

( 4,427,500 )

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 )

the three months ended June 30, 2023 and 2022

A Common Stock

B Common Stock

March 31, 2022

$ ( 3,776,318 )

for Class A common stock to redemption amount

September 30, 2022

$ ( 3,775,940 )

June 30, 2022

$ ( 3,930,738 )

$ ( 3,930,360 )

March 31, 2023

$ ( 6,440,634 )

from Class B to Class A

$ ( 6,440,256 )

for Class A common stock to redemption amount

( 1,771,251 )

income (loss)

December 31, 2022

$ ( 5,753,641 )

$ ( 5,753,263 )

Ending balance

June 30, 2023

$ ( 7,012,734 )

$ ( 7,012,356 )

accompanying notes are an integral part of unaudited financial statement

accompanying notes are an integral part of unaudited financial statements

Medicine Acquisition Corp.

of Cash Flows

December 31, 2022

December 31, 2021

Three Months Ended

June 30, 2023

Three Months Ended

June 30, 2022

Cash flows from operating activities:

$ ( 261,565 )

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

Investment income earned on investments held in Trust Account

$ ( 154,420 )

Adjustments to reconcile net income (loss) to net cash

provided by (used in) operating activities:

Investment income earned on investments held in Trust Account

Changes in operating assets and liabilities:

1 unchanged sentence

Accrued expenses

Taxes payable

Accrued expenses - related parties

1 unchanged sentence

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 )

Net cash provided by (used in) investing activities

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 provided by financing activities

Net cash provided by (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

Cash and cash equivalents at the beginning

of the period

Cash and cash equivalents at the end of the

SUPPLEMENTAL CASH FLOW INFORMATION:

2 unchanged sentences

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

accompanying notes are an integral part of unaudited financial statement

Remeasurement for Class A common stock subject to possible

accompanying notes are an integral part of unaudited financial statements

MEDICINE ACQUISITION CORP.

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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 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.

The interim results for the three months ended June 30, 2023 are not necessarily indicative of the results to be expected for

the year ending March 31, 2024 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 December 31, 2022, the Company had not commenced any operations.

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

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

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 June 30, 2023, the Company had not commenced any operations.

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

30, 2023, 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

6 unchanged sentences

with the closing of the IPO.

The Company’s securities have been listed on the Nasdaq Global Market (“Nasdaq”).

2, 2021, the Company’s Units no longer traded, and shares of the Company’s Class A common stock and rights underlying the

Units commenced trading separately.

On December 2, 2021, the Company’s Units no longer traded, and shares of the Company’s Class

A common stock and rights underlying the Units commenced trading separately.

On February 17, 2023, the Company’s securities were

transferred from Nasdaq Global Market to Nasdaq Capital Market (“Nasdaq”).

costs amounted to $ 7,282,500 consisting of $ 2,530,000 in cash of underwriting commissions, $ 4,427,500 of business combination marketing

11 unchanged sentences

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 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

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.

the closing of the IPO on October 29, 2021, cash of $ 764,101 was held outside of the Trust Account (as defined below) and was available

for working capital purposes.

As of June 30, 2023, the Company had available cash of $ 542,033 on its balance sheet and a working capital

deficit of $ 2,751,225 .

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.

March 31, 2023, the Company entered into an Agreement and Plan of Merger (the “Original Merger Agreement”) with DMAC Merger

Sub Inc., a Nevada corporation and wholly-owned subsidiary of the Company (“Merger Sub”), TruGolf, Inc., a Nevada corporation

(“TruGolf”), Bright Vision Sponsor LLC, a Delaware limited liability company, solely in the capacity as the representative

for certain stockholders of the Company (the “Purchaser Representative”), and Christopher Jones, an individual, solely in

the capacity as the representative for stockholders of TruGolf (the “Seller Representative”).

Pursuant to the Original Merger

Agreement, and subject to the terms and conditions set forth therein, upon the consummation of the transactions contemplated thereby

(the “Closing”), Merger Sub will merge with and into TruGolf, with TruGolf surviving as a wholly-owned subsidiary of the

Company, and with TruGolf’s equity holders receiving shares of the Company’s common stock.

July 21, 2023, the Company, Merger Sub, the Purchaser Representative and the Seller Representative, entered into an Amended and Restated

Agreement and Plan of Merger (as may be amended and/or restated from time to time, the “Restated Merger Agreement”) pursuant

to which the Original Merger Agreement was amended and restated to provide, among other things, that (i) contingent earnout shares will

be issued after the Closing, if and when earned, upon the Company meeting the milestones specified in the Restated Merger Agreement,

rather than being issued at the closing of the merger and being placed into escrow subject to potential forfeiture;

and (ii) the per

share price of the Company’s common stock used in the calculation of the number of shares to be issued to the Sellers as merger

consideration shall be $ 10.00 , as opposed to the price at which the Company redeems the shares of common stock held by its public stockholders

in connection with the closing of this business combination.

The Restated Merger Agreement supersedes the Original Merger Agreement.

For additional information on the Restated Merger Agreement, refer to the Company’s Current Report on Form 8-K as filed with the

SEC on July 24, 2023.

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

16 unchanged sentences

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

of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor

of the Business Combination.

to the Company’s second amended and restated certificate of incorporation, as amended (the “Charter”), the Company

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

Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of

the Business Combination.

MEDICINE ACQUISITION CORP.

TO FINANCIAL STATEMENTS

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

1 unchanged sentence

(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.

to approve an amendment to the Charter (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 initially purchased

in March 2021 (including the shares of the Company’s Class A common stock issued upon the conversion thereof, 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,

1 unchanged sentence

for or against a proposed Business Combination.

MEDICINE ACQUISITION CORP.

TO FINANCIAL STATEMENTS

Notwithstanding

the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the

tender offer rules, the Company’s second amended and restated certificate of incorporation provides that a public stockholder,

together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group”

(as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted

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

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 “Initial 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

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

(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.

tender offer rules, the Company’s Charter provides that a public stockholder, together with any affiliate of such stockholder or

any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities

Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more

than an aggregate of 15% of the Public Shares without the Company’s prior written consent.

Company initially had until October 29, 2022 (the “Initial Combination Period”) to complete a Business Combination.

19, 2022, an aggregate of $ 1,265,000 was deposited into the Company’s Trust Account to extend the Initial Business Combination

from October 29, 2022 to January 29, 2023 (the “First Extension”), which amount will be included in the pro rata amount (the

“Redemption Price”) 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 (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 (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 and Private Placement Shares if the Company fails

5 unchanged sentences

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 ).

within the Combination Period (as defined below) 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

13 unchanged sentences

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.

MEDICINE ACQUISITION CORP.

TO FINANCIAL STATEMENTS

December 23, 2022, the Company held a special meeting of stockholders in lieu of an annual meeting of stockholders (the “2022 Special

At the 2022 Special Meeting, the Company’s stockholders approved amendments to the Charter to (i) extend the date

by which the Company must consummate its initial Business Combination from January 29, 2023 to July 29, 2023, or such earlier date as

determined by the Company’s board of directors (the “Second Extension”) 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.

The Charter amendments approved on the 2022 Special Meeting were filed with the Secretary of State

of the State of Delaware on December 27, 2022.

Subsequently, the 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 basis.

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

Additionally, on the 2022 Special Meeting, 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.

In connection with the Second Extension, the

Company deposited an aggregate of $ 300,000 (representing $ 50,000 for each additional month from January 29, 2023 to July 29, 2023) into

the Trust Account, which amount will be included in the Redemption Price.

July 13, 2023, the Company held a special meeting of stockholders (the “2023 Special Meeting”), at which the Company’s

stockholders approved a charter amendment to extend the date by which the Company must consummate its initial Business Combination from

July 29, 2023 to January 29, 2024, or such earlier date as determined by the Company’s board of directors (the “Third Extension”)

(the 27-month period, from the closing of the IPO to January 29, 2024 (or such earlier date as determined by the board), as extended

by the Third Extension, unless further extended pursuant to the Company’s Charter, that the Company has to consummate an initial

Business Combination, the “Combination Period”).

The Charter amendment approved on the 2023 Special Meeting was filed with

the Secretary of State of the State of Delaware on July 13, 2023.

On the 2023 Special Meeting, the Company’s stockholders holding

255,446 Public Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s Trust

As a result, approximately $ 2,914,230 (approximately $ 11.41 per share) was removed from the Company’s Trust Account to

pay such holders.

Following redemptions on the 2023 Special Meeting, the Company had 4,357,964 Class A Shares issued and outstanding,

including 574,764 Public Shares.

Agreement and Business Combination Marketing Agreement

6 unchanged sentences

upon the consummation of the IPO (exclusive of any applicable finders’ 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.

TO FINANCIAL STATEMENTS

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

12 unchanged sentences

the 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.

of June 30, 2023 and March 31, 2023, the Company had loans payable to the Sponsor and its affiliates in amount of $ 2,065,000 and $ 1,865,000 ,

respectively, including a promissory note of up to $ 500,000 , dated March 15, 2021, between the Company and the Sponsor (the “Sponsor

Note”) in connection with a portion of the IPO expense.

The Sponsor Note is unsecured with zero interest.

These amounts will be

repaid upon completion of an initial Business Combination.

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

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.

with the First Extension.

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 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.

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 Second Extension.

This note bears no interest and is 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 $ 300,000 had been deposited into the Company’s Trust Account as of June 30, 2023.

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

14 unchanged sentences

include any adjustments that might result from the outcome of this uncertainty.

MEDICINE ACQUISITION CORP.

TO FINANCIAL STATEMENTS

Concern and Management’s Plan

7 unchanged sentences

solely of pursuing a Business Combination.

MEDICINE ACQUISITION CORP.

TO FINANCIAL STATEMENTS

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

4 unchanged sentences

Based on the foregoing, the Company believes it will have sufficient cash to meet its needs through the earlier

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 stockholders).

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

(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 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

effect on the Company’s financial statements.

of the Company does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would

have a material effect on the Company’s financial statements.

4 - Cash and Cash Equivalents

2 unchanged sentences

are carried at cost, which approximates fair value.

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.

The Company had cash of $ 542,033 and $ 595,536 on its balance sheet as of June

30, 2023 and March 31, 2023, respectively.

The Company had no cash equivalent as of June 30, 2023 and March 31, 2023.

MEDICINE ACQUISITION CORP.

TO FINANCIAL STATEMENTS

5 - Marketable Securities Held in Trust Account

December 31, 2022, substantially all of the assets held in the Trust Account were held in money market funds, which are invested primarily

June 30, 2023, substantially all of the assets held in the Trust Account were held in money market funds, which are invested primarily

Treasury securities.

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market information.

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

As of June 30, 2023 and March 31, 2023, the marketable securities held in the Trust Account were $ 9,471,338 and $ 9,160,803 ,

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 ASC Topic 480 “Distinguishing

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

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

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additional paid-in capital and accumulated deficit.

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

June 30, 2023, the common stock subject to redemption reflected in the balance sheet are reconciled in the following table:

Schedule of Common Stock Subject to Redemption

Gross proceeds

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Remeasurement of carrying value to redemption value

Common stock subject to possible redemption, December 31, 2022

Common stock subject to possible redemption, March 31,

Additional deposit for extension

Remeasurement of carrying value to redemption value

Common stock subject to possible redemption, June 30,

7 - Net Loss per Share of Common Stock

1 unchanged sentence

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

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

During the three months ended June 30, 2023 and 2022, the Company did not 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

December 31, 2022

December 31, 2021

Net income (loss)

$ ( 135,423 )

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.

TO FINANCIAL STATEMENTS

December 31, 2022

December 31, 2021

Net Income (loss)

of Diluted Loss Per Share of Common Stock

Three Months Ended

June 30, 2023

Three Months Ended

June 30, 2022

$ ( 261,565 )

$ ( 154,420 )

Basic and diluted loss per share – Class A

Basic 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 Class A common stock issued and outstanding during the period

Denominator for basic 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 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 December 31, 2022 and March 31, 2022, the Company had accrued expenses – related parties in amount of $ 6,000 and $ 21,000 , respectively,

of June 30, 2023 and March 31, 2023, the Company had accrued expenses – related parties in amount of $ 21,000 and $ 6,000 , respectively,

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

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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

As of June 30, 2023 and March 31, 2023, the accrued expenses related to the cash compensation to the Company’s Chief Financial

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

Payable – Related Party

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.

of June 30, 2023 and March 31, 2023, 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”) in connection with a portion of the IPO expense.

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.

The 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.

in connection with the First Extension.

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.

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 Second Extension.

This note bears no interest and is 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 $ 300,000 had been deposited into the Company’s Trust Account as of June 30, 2023.

MEDICINE ACQUISITION CORP.

TO FINANCIAL STATEMENTS

Capital Loans

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to such loans.

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

MEDICINE ACQUISITION CORP.

TO FINANCIAL STATEMENTS

As of June 30, 2023 and March 31, 2023, no Working Capital Loans were outstanding.

9 - Commitments and Contingency

25 unchanged sentences

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

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.

TO FINANCIAL STATEMENTS

of June 30, 2023 and March 31, 2023, 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 June 30, 2023 and March 31, 2023, there were 3,783,200 shares of Class A common stock issued and outstanding, excluding 830,210 shares

of Class A common stock, which were subject to possible redemption and presented as temporary equity.

of June 30, 2023 and March 31, 2023, there were no shares of Class B common stock issued and outstanding.

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

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

MEDICINE ACQUISITION CORP.

TO FINANCIAL STATEMENTS

Representative Warrants grants to holders demand and “piggy back” rights for periods of five and seven years from October

11 unchanged sentences

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

Initial Combination Period.

the 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.

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 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

December 31, 2022

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

2023 and March 31, 2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Schedule of Fair Value Hierarchy Valuation

June 30, 2023

March 31, 2023

Marketable securities held in Trust Account

$ 127,760,867

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.

12 - Subsequent Events

Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date these financial statements

Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure

in the financial statements other than the followings:

July 2023, the Company and the Sponsor entered into certain non-redemption agreements (“Non-Redemption Agreements”) with

each of six unaffiliated third parties, with respect to a maximum aggregate of 514,773 shares of the Company’s Class A common stock,

in exchange for such third parties agreeing not to redeem (or shall use commercially reasonable efforts to request that the Company’s

transfer agent reverse any previously submitted redemption demand) such shares in connection with the 2023 Special Meeting, and the Sponsor

has agreed to transfer a maximum aggregate of 185,179 Founder Shares pursuant to the Non-Redemption Agreements upon the consummation

of the Company’s initial Business Combination.

For additional information, refer to the Company’s Current Reports on Form

8-K, as filed with the SEC on July 12, 2023, July 14, 2023 and July 18, 2023, respectively.

July 13, 2023, the Company held the 2023 Special Meeting, at which the Company’s stockholders approved the Third Extension.

additional information, refer to the Company’s Current Report on Form 8-K as filed with the SEC on July 14, 2023.

July 21, 2023, the Company, Merger Sub, the Purchaser Representative and the Seller Representative, entered into the Restated Merger

Agreement, pursuant to which the Original Merger Agreement was amended and restated.

For additional information, refer to the Company’s

Current Report on Form 8-K as filed with the SEC on July 24, 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