Serve Robotics (SERV) 8-K Financial Statements and Independent Auditor’s Report

Exhibit 99.3

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

We were incorporated as Patricia Acquisition Corp. (“Patricia”) in the State of Delaware on November 9, 2020. Prior to the Merger (as defined below), we were a “shell company” (as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)).

On July 31, 2023, our board of directors and all of our pre-Merger stockholders approved a restated certificate of incorporation, which was effective upon its filing with the Secretary of State of the State of Delaware on July 31, 2023, and through which we changed our name to “Serve Robotics Inc.” On July 31, 2023, our board of directors also adopted restated bylaws.

On July 31, 2023, our wholly-owned subsidiary, Serve Acquisition Corp., a corporation formed in the State of Delaware on July 10, 2023 (“Acquisition Sub”), merged with and into Serve Robotics Inc., a privately held Delaware corporation (“Serve”). Pursuant to this transaction (the “Merger”), Serve was the surviving corporation and became our wholly owned subsidiary, and all of the outstanding stock of Serve was converted into shares of our common stock. All of Serve’s outstanding warrants, options and stock appreciation rights were assumed by us. Following the consummation of the Merger, Serve changed its name to “Serve Operating Co.”

As a result of the Merger, we acquired the business of Serve and will continue the existing business operations of Serve as a public reporting company under the name Serve Robotics Inc.

The Merger is being accounted for as a reverse-merger and recapitalization. Serve is the acquirer for financial reporting purposes, and Patricia is the acquired company under the acquisition method of accounting in accordance with FASB ASC Topic 805, Business Combinations. Consequently, the assets, liabilities and operations that will be reflected in the historical financial statements prior to the Merger will be those of Serve and will be recorded at the historical cost basis of Serve, and the consolidated financial statements after completion of the Merger will include the assets, liabilities and results of operations of Serve up to the day prior to the closing of the Merger and the assets, liabilities and results of operations of the combined company from and after the closing date of the Merger. The unaudited pro forma combined financial information is based on individual historical financial statements of Serve and Patricia prepared under U.S. GAAP and is adjusted to give effect to the Merger Agreement.

Certain fees associated with the acquisition that were incurred by Serve and Patricia, such as fees for legal and financial services, are not reflected in these unaudited pro forma combined financial statements. The unaudited pro forma combined statements of operations eliminate any non-recurring charges directly related to the Merger that the combined entities incur upon completion of the Merger.

The unaudited pro forma combined balance sheets as of March 31, 2023 for Serve and Patricia give effect to the Merger as if it had been consummated on March 31, 2023 and include adjustments that give effect to events that are directly attributable to the transaction and that are factually supportable. The unaudited pro forma combined statements of operations for the three months ended March 31, 2023 give effect to the Merger as if it had been consummated on January 1, 2023 and include adjustments that give effect to events that are directly attributable to the transaction, are expected to have a continuing impact, and that are factually supportable. The unaudited pro forma combined statements of operations for the three months ended December 31, 2022 give effect to the Merger as if it had been consummated on January 1, 2022 and include adjustments that give effect to events that are directly attributable to the transaction, are expected to have a continuing impact, and that are factually supportable. The notes to the unaudited pro forma combined financial information describe the pro forma amounts and adjustments presented below

The unaudited pro forma combined financial information does not purport to represent what the combined company’s results of operations and comprehensive loss or financial position would actually have been had the Merger occurred on the dates described above or to project the combined company’s results of operations or financial position for any future date or period.

The unaudited pro forma combined financial information should be read together with (1) Serve’s audited consolidated financial statements as of and for the year ended December 31, 2022, (2) Patricia’s audited financial statements as of and for the year ended December 31, 2022, (3) Serve’s unaudited consolidated financial statements as of and for the three months ended March 31, 2023, and (4) Patricia’s unaudited consolidated financial statements as of and for the three months ended March 31, 2023,

Serve Robotics, Inc. and Patricia Acquisition Corp.

Unaudited Pro Forma Combined Balance Sheets

As of March 31, 2023

	Serve						Pro Forma				Combined
	Robotics			Patricia			Adjustments			Notes	Pro Forma
ASSETS
Current assets:
Cash and cash equivalents	$	866,477		$	12,366		$	2,762,100		(a)	$	140,093
								499,150		(g)
Accounts receivable		15,071			-			-				15,071
Inventory		622,966			-			-				622,966
Prepaid expenses and other current assets		114,982			-			-				114,982
Total current assets		1,619,496			12,366			12,261,250				893,112
Property and equipment, net		2,910,787			-			-				2,910,787
Deposits		512,659			-			-				512,659
Right of use asset		1,110,836			-			-				1,110,836
Total assets	$	6,153,778		$	12,366		$	12,261,250			$	18,427,395
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	226,225			15,891		$	-			$	242,116
Accrued expenses and other liabilities		6,500			-			-				6,500
Note payable - stockholder		-			131,500			-				131,500
Loan payable, current		1,000,000			-			-				1,000,000
Lease liability, current portion		2,221,582			-			-				2,221,582
Right of use liability, current portion		494,842			-			-				494,842
Total current liabilities		3,949,149			147,391			-				4,096,540
Note payable, net of current portion		968,600			-			-				968,600
Simple agreements for future equity		16,686,862			-			(16,686,862	)	(b)		-
Restricted stock award liability		160,009			-			-				160,009
Right of use liability		580,292			-			-				580,292
Lease liability		1,302,960			-			-				1,302,960
Total liabilities		23,647,872			147,391			(16,686,862	)			7,108,401
Commitments and contingencies
Stockholders’ equity (deficit):
Preferred stock		99			-			(99	)	(c)		-
Common stock		83			500			94		(a)		2,266
								437		(b)
								(500	)	(d)
								1,652		(e)
Additional paid-in capital		31,335,358			-			3,001,406		(a)		60,521,286
								16,686,425		(b)
								99		(c)
								500		(d)
								(1,652	)	(e)
								9,499,150		(g)
Subscription receivable		(166,921	)		-			(135,525	)	(f)		(302,446	)
Accumulated deficit		(48,662,712	)		(135,525	)		(239,400	)	(a)		(48,902,112	)
								135,525		(f)
Total stockholders’ equity (deficit)		(17,494,094	)		(135,025	)		28,948,112				11,318,994
Total liabilities and stockholders’ equity (deficit)	$	6,153,778		$	12,366		$	12,261,250			$	18,427,395

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Serve Robotics, Inc. and Patricia Acquisition Corp.

Unaudited Pro Forma Combined Statements of Operations

Three Months Ended March 31, 2023

	Serve						Pro Forma			Combined
	Robotics			Patricia			Adjustments		Notes	Pro Forma
Revenues	$	40,252		$	-		$	-		$	40,252
Cost of revenues		367,261			-			-			367,261
Gross profit		(327,009	)		-			-			(327,009	)
Operating expenses:
General and administrative		1,016,351			11,482			-			1,027,833
Operations		521,895			-			-			521,895
Research and development		2,085,590			-			-			2,085,590
Sales and marketing		279,702			-			-			279,702
Total operating expenses		3,903,538			11,482			-			3,915,020
Loss from operations		(4,230,547	)		(11482	)		-			(4,242,029	)
Other income (expense):
Interest expense, net		(42,356	)		-			-			(42,356	)
Change in fair value of simple agreements for future equity		(869,164	)		-			869,164	(h)		-
Total other income (expense), net		(911,520	)		-			869,164			(42,356	)
Income tax benefit (provision)		-			-						-
Net loss	$	(5,142,067	)	$	(11,482	)	$	869,164		$	(4,284,385	)
Weighted average common shares outstanding - basic and diluted					5,000,000						22,622,120
Net loss per common share - basic and diluted				$	(0.00	)				$	(0.19	)

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Serve Robotics, Inc. and Patricia Acquisition Corp.

Unaudited Pro Forma Combined Statements of Operations

Year Ended December 31, 2022

	Serve						Pro Forma			Combined
	Robotics			Patricia			Adjustments		Notes	Pro Forma
Net revenues	$	107,819		$	-		$	-		$	107,819
Cost of net revenues		1,148,426			-			-			1,148,426
Gross profit		(1,040,607	)		-			-			(1,040,607	)
Operating expenses:
General and administrative		3,786,124			51,354			-			3,837,478
Operations		2,035,063			-			-			2,035,063
Research and development		13,565,765			-			-			13,565,765
Sales and marketing		525,494			-			-			525,494
Total operating expenses		19,912,446			51,354			-			19,963,800
Loss from operations		(20,953,053	)		(51,354	)		-			(21,004,407	)
Other income (expense):
Interest expense, net		(636,330	)		-			-			(636,330	)
Change in fair value of simple agreements for future equity		(265,744	)		-			265,744	(h)		-
Total other income (expense), net		(902,074	)		-			265,744			(636,330	)
Income tax benefit (provision)		-			-			-			-
Net loss	$	(21,855,127	)	$	(51,354	)	$	265,744		$	(21,640,737	)
Weighted average common shares outstanding - basic and diluted					5,000,000						22,662,120
Net loss per common share - basic and diluted				$	(0.01	)				$	(0.95	)

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Serve Robotics, Inc. and Patricia Acquisition Corp.

Notes to Unaudited Pro Forma Financial Statements

Pro Forma Adjustments

a) To record the proceeds of $3,001,500, less the commissions paid to the Bridge Brokers of $239,400, pursuant to April 2023 Bridge Financing. Upon the closing of the Merger and the Offering, the outstanding principal amount of the Bridge Notes was automatically converted into 937,969 shares of common stock.

b) To record the conversion of simple agreements for future equity of Serve into shares of our common stock upon the Merger.

c) To record the conversion of the convertible preferred stock of Serve into shares of our common stock upon the Merger.

d) To record the cancellation of shares of common stock of Patricia outstanding immediately prior to the Merger.

e) To record the additional paid-in capital and common stock adjustments to reflect the common share outstanding at par value of $0.0001 per share after the Merger.

f) To eliminate the historical accumulated deficit of Patricia upon connumeration of the Merger.

g) To reflect the net proceeds from the related private placement raise less transactions expenses, including: placement agent commissions, professionals fees for legal advisors and independent accountants and escrow agent. Pursuant to the private placement raise, we issued 2,782,378 shares of common stock for gross proceeds of $11.1 million.

h) The unaudited pro forma statements of operations reflect an adjustment to reverse the change in fair value of simple agreements for future equity as if the SAFEs had converted at the beginning of each period.

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