Business context and reporting period
Important entity mismatch: The supplied filing is Patricia Acquisition Corp.’s Form 10-K for the fiscal year ended December 31, 2022, not a Serve Robotics Inc. filing. It describes a shell company seeking a business combination, with no operating business or revenue. This summary therefore reflects Patricia Acquisition Corp.; the filing does not provide Serve Robotics financial results.
Financial performance and position
- Revenue was $0 in both 2022 and 2021. Net loss was $51,354 in 2022 versus $54,627 in 2021; basic and diluted loss per share was $0.01 in both years.
- General and administrative expenses were $51,354, down from $54,627. No operating margin is meaningful because the company had no revenue.
- Operating cash outflow was $48,854 in 2022 versus $51,627 in 2021. Financing provided $49,040, all from the stockholder note, compared with $42,460 in 2021. Cash increased $186 to $457.
- At year-end, assets were $457, current liabilities were $124,000, and working capital was negative $123,543. Liabilities included a $114,000 related-party note and $10,000 of accounts payable and accrued expenses. Stockholders’ deficit was $123,543.
- The stockholder note is non-interest-bearing absent default and is repayable in connection with a business combination; after an event of default, it accrues interest at 18% annually beginning five days after the default date.
Changes versus the prior year
Net loss and operating cash use declined modestly year over year, but the stockholder note balance increased from $64,960 to $114,000 and accounts payable rose from $7,500 to $10,000. Cash remained minimal, increasing from $271 to $457.
Outlook, risks, and unusual items
- Management expected approximately $40,000 in legal, accounting, audit, and other professional fees over the next 12 months, in addition to unquantified business-combination costs. No target, transaction agreement, or specific completion timeline had been identified.
- Management said it expected to rely on further advances or investment from stockholders, management, or other investors, but no one was contractually obligated to provide funding. The auditor and management identified substantial doubt about the company’s ability to continue as a going concern.
- The company had no employees, no public trading market for its common stock, and no active operations apart from seeking a business combination. A transaction could substantially dilute existing holders and transfer control; management anticipated it might complete only one combination.
- Management described competition for targets, limited resources and due diligence capacity, potential conflicts arising from directors’ involvement with other blank-check companies, and possible COVID-19-related disruption as risks. No pending legal proceedings were reported.
- Management assessed disclosure controls and internal control over financial reporting as effective at year-end; there was no auditor attestation of internal controls.
Most important facts for investors to verify
- Confirm the intended issuer: this filing names Patricia Acquisition Corp., not Serve Robotics Inc.
- Review the audited financial statements and going-concern disclosures, including the $457 cash balance, $124,000 current liabilities, and dependence on related-party financing.
- Verify whether any subsequent funding, business-combination agreement, or change in the company’s status occurred after December 31, 2022.
- Assess potential dilution, control changes, and management conflicts in any proposed transaction.