Serve Robotics Inc. /DE/ (SERV) FY 2022 MD&A

Item 7. Management’s Discussion and Analysis
of Financial Condition and Results of Operation. Overview of our Business.

Patricia Acquisition Corp. was incorporated in
the State of Delaware on November 9, 2020. Since inception, the Company has been engaged in organizational efforts and obtaining initial
financing. The Company was formed as a vehicle to pursue a business combination and has focused its efforts to identify a possible business
combination. No revenue has been generated by the Company since inception. It is unlikely the Company will have any revenues unless it
is able to effect an acquisition or merger with an operating company, of which there can be no assurance. The Company’s plan of
operation for the remainder of the fiscal year shall be to continue its efforts to locate suitable acquisition candidates. Our principal
business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with
a business rather than immediate, short-term earnings. The Company will not restrict our potential candidate target companies to any specific
business, industry or geographical location and, thus, may acquire any type of business.

The Company is currently considered to be a “blank
check” company. The SEC defines those companies as “any development stage company that is issuing a penny stock, within the
meaning of Section 3(a)(51) of the Exchange Act, and that has no specific business plan or purpose, or has indicated that its business
plan is to merge with an unidentified company or companies.” Many states have enacted statutes, rules and regulations limiting the
sale of securities of “blank check” companies in their respective jurisdictions. The Company is also a “shell company,”
defined in Rule 12b-2 under the Exchange Act as a company with no or nominal assets (other than cash) and no or nominal operations. Management
does not intend to undertake any efforts to cause a market to develop in our securities, either debt or equity, until we have successfully
concluded a business combination. The Company intends to comply with the periodic reporting requirements of the Exchange Act for so long
as we are subject to those requirements.

In addition, the Company is an “emerging
growth company,” as defined in the JOBS Act, and may take advantage of certain exemptions from various reporting requirements that
are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being
required to comply with the auditor attestation requirements of section 404(b) of the Sarbanes-Oxley Act, and exemptions from the requirements
of Sections 14A(a) and (b) of the Exchange Act to hold a nonbinding advisory vote of shareholders on executive compensation and any golden
parachute payments not previously approved.

The Company has also elected to use the extended
transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act. This election allows
us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until
those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies
that comply with public company effective dates.

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We will remain an “emerging growth company”
until the earliest of (1) the last day of the fiscal year during which our revenues exceed $1.235 billion, (2) the date on which we issue
more than $1 billion in non-convertible debt in a three year period, (3) the last day of the fiscal year following the fifth anniversary
of the date of the first sale of our common equity securities pursuant to an effective registration statement filed pursuant to the Securities
Act, or (4) when the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day
of our most recently completed second fiscal quarter. To the extent that we continue to qualify as a “smaller reporting company,”
as such term is defined in Rule 12b-2 under the Exchange Act, after we cease to qualify as an emerging growth company, certain of the
exemptions available to us as an emerging growth company may continue to be available to us as a smaller reporting company, including:
(1) not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes Oxley Act; (2) scaled executive
compensation disclosures; and (3) the requirement to provide only two years of audited financial statements, instead of three years.

The Company has not conducted any active operations
since inception, except for its efforts to locate suitable acquisition candidates. No revenue has been generated by the Company since
inception. It is unlikely the Company will have any revenues unless it is able to effect an acquisition or merger with an operating company,
of which there can be no assurance. The Company’s plan of operation for the remainder of the fiscal year shall be to continue its
efforts to locate suitable acquisition candidates. Our principal business objective for the next 12 months and beyond such time will be
to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. The Company will
not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire
any type of business.

The Company does not currently engage in any business
activities that provide cash flow. The costs of investigating and analyzing business combinations for the next 12 months and beyond such
time will be paid with funds to be loaned to or invested in us by our stockholders, management or other investors.

The Company currently does not engage in any business
activities that provide cash flow. During the next twelve months, we anticipate incurring costs related to:

We believe we will be able to meet these costs
through use of funds to be loaned by or invested in us by our stockholders, management or other investors. There are no assurances that
such funds will be advanced or that the Company will be able to secure any additional funding as needed. As of December 31, 2022 and 2021,
the Company had cash of $457 and $271, respectively. On November 13, 2020, in connection with advances made in connection with costs incurred
by the Company, the Company issued a promissory note to Mark Tompkins, a stockholder and director of the Company, pursuant to which the
Company agreed to repay Mr. Tompkins the sum of any and all amounts that Mr. Tompkins may advance to the Company on or before the date
that the Company consummates a business combination with a private company or reverse takeover transaction or other transaction after
which the Company would cease to be a shell company (as defined in Rule 12b-2 under the Exchange Act). The Company has used the proceeds
from the note to cover its expenses. Although Mr. Tompkins has no obligation to advance funds to the Company under the terms of the note,
it is anticipated that he may advance funds to the Company as fees and expenses are incurred in the future. As a result, the Company issued
the note in anticipation of such advances. Interest shall not accrue on the outstanding principal amount of the note except if an Event
of Default (as defined in the note) has occurred. In the event of an Event of Default, the entire note shall automatically become due
and payable (the “Default Date”) and starting from five (5) days after the Default Date, the interest rate on the note shall
accrue at the rate of eighteen percent (18%) per annum. As of December 31, 2022, the total amount due under the note was $114,000. The
note is filed herewith as Exhibit 10.1. We currently have no other agreements or specific arrangements in place with our stockholders,
management or other investors.

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Our ability to continue as a going concern is
dependent upon our ability to generate future profitable operations and/or to obtain the necessary financing to meet our obligations and
repay our liabilities arising from normal business operations when they come due. Our ability to continue as a going concern is also dependent
on our ability to find a suitable target company and enter into a possible reverse merger with such company. Management’s plan includes
obtaining additional funds by equity financing through a reverse merger transaction and/or related party advances, however there is no
assurance of additional funding being available.

The Company, as of December 31, 2022 had $457
in cash and has not earned any revenues from operations to date. In the next 12 months, we expect to incur expenses equal to approximately
$40,000 related to legal, accounting, audit, and other professional service fees incurred in relation to the Company’s Exchange
Act filing requirements. The costs related to the acquisition of a business combination target company vary widely and are dependent on
a variety of factors including, but not limited to, the amount of time it takes to complete a business combination, the location of the
target company, the size and complexity of the business of the target company, whether stockholders of the Company prior to the transaction
will retain equity in the Company, the scope of the due diligence investigation required, the involvement of the Company’s auditors
in the transaction, possible changes in the Company’s capital structure in connection with the transaction, and whether funds may
be raised contemporaneously with the transaction. Therefore, we believe such costs are unascertainable until the Company identifies a
business combination target. These conditions raise substantial doubt about our ability to continue as a going concern. The Company is
currently devoting its efforts to locating merger candidates. The Company’s ability to continue as a going concern is dependent
upon our ability to develop additional sources of capital, locate and complete a merger with another company, and ultimately, achieve
profitable operations.

The Company may consider acquiring a business
which has recently commenced operations, is a developing company in need of additional funds for expansion into new products or markets,
is seeking to develop a new product or service, or is an established business which may be experiencing financial or operating difficulties
and is in need of additional capital. Our management believes that the public company status that results from a combination with the
Company will provide such company greater access to the capital markets, increase its visibility in the investment community, and offer
the opportunity to utilize its stock to make acquisitions. There is no assurance that we will in fact have access to additional capital
or financing as a public company. In the alternative, a business combination may involve the acquisition of, or merger with, a company
which does not need substantial additional capital, but which desires to establish a public trading market for its shares, while avoiding,
among other things, the time delays, significant expense, and loss of voting control which may occur in a public offering.

Any target business we select for a potential
business combination may be a financially unstable company or an entity in its early stages of development or growth, including entities
without established records of sales or earnings. In that event, we will be subject to numerous risks inherent in the business and operations
of financially unstable and early stage or potential emerging growth companies. In addition, we may effect a business combination with
an entity in an industry characterized by a high level of risk, and, although our management will endeavor to evaluate the risks inherent
in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks.

Our management anticipates that it will likely
be able to effect only one business combination, due primarily to our limited financing and the dilution of interest for present and prospective
stockholders, which is likely to occur as a result of our management’s plan to offer a controlling interest to a target business
in order to achieve a tax-free reorganization. This lack of diversification should be considered a substantial risk in investing in us,
because it will not permit us to offset potential losses from one venture against gains from another.

The Company anticipates that the selection of
a business combination will be complex and extremely risky. While the Company is in a competitive market with a small number of business
opportunities, through information obtained from industry professionals including attorneys, investment bankers, and other consultants
with experience in the reverse merger industry, our management believes that there are opportunities for a business combination with firms
seeking the perceived benefits of becoming a publicly traded corporation. Such perceived benefits of becoming a publicly traded corporation
include, among other things, facilitating or improving the terms on which additional equity financing may be obtained, providing liquidity
for the principals of and investors in a business, creating a means for providing incentive stock options or similar benefits to key employees,
and offering greater flexibility in structuring acquisitions, joint ventures and the like through the issuance of stock. Potentially available
business combinations may occur in many different industries and at various stages of development, all of which will make the task of
comparative investigation and analysis of such business opportunities extremely difficult and complex.

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We do not currently intend to retain any entity
to act as a “finder” to identify and analyze the merits of potential target businesses. However, we contemplate that Montrose
Capital may introduce business combination opportunities to us. There are currently no agreements or preliminary agreements between us
and Montrose Capital.

We have not established a specific timeline nor
have we created a specific plan to identify an acquisition target and consummate a business combination. We expect that our management
and the Company, through its various contacts and affiliations with other entities, including Montrose Capital, will locate a business
combination target. We expect that funds in the amount of approximately $40,000 will be required in order for the Company to satisfy its
Exchange Act reporting requirements during the next 12 months, in addition to any other funds that will be required in order to complete
a business combination. Such funds can only be estimated upon identifying a business combination target. Our management and stockholders
have indicated an intent to advance funds on behalf of the Company as needed in order to accomplish its business plan and comply with
its Exchange Act reporting requirements, however, there are no agreements in effect between the Company and our management or stockholders
specifically requiring they provide any funds to the Company. Therefore, there are no assurances that the Company will be able to obtain
the required financing as needed in order to consummate a business combination transaction.

COVID-19

On March 11, 2020, the World Health Organization
officially declared the outbreak of the novel coronavirus COVID-19 a “pandemic.” A significant outbreak of COVID-19 and other
infectious diseases has resulted in a widespread health crisis that has significantly adversely affected businesses of all types, economies
and financial markets worldwide. The business of any potential target business with which we consummate a business combination could be
materially and adversely affected. Furthermore, we may be unable to complete a business combination if continued concerns relating to
COVID-19 restrict travel, limit the ability to have meetings with potential investors or the target company’s personnel, vendors
and services providers are unavailable to negotiate and consummate a transaction in a timely manner. The extent to which COVID-19 impacts
our search for a business combination will depend on future developments, which are highly uncertain and cannot be predicted, including
new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others.
If the disruptions posed by COVID-19 or other matters of global concern continue for an extended period of time, our ability to consummate
a business combination, or the operations of a target business with which we ultimately consummate a business combination, may be materially
adversely affected.

Liquidity and Capital Resources

As of December 31, 2022, the Company had total
assets equal to $457 comprised exclusively of cash. The Company’s current liabilities as of December 31, 2022, totaled $124,000
comprised of amounts due under a note payable to a shareholder for $114,000 and accounts payable of $10,000. The Company can provide no
assurance that it can continue to satisfy its cash requirements for at least the next twelve months.

The following is a summary of the Company’s
cash flows provided by (used in) operating and financing activities for the years ended December 31, 2022, and December 31, 2021:

The Company has only cash assets and has generated
no revenues since inception. The Company is also dependent upon the receipt of capital investment or other financing to fund its ongoing
operations and to execute its business plan of seeking a combination with a private operating company. In addition, the Company is dependent
upon certain related parties to provide continued funding and capital resources. If continued funding and capital resources are unavailable
at reasonable terms, the Company may not be able to implement its plan of operations.

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Issuance of Promissory Note to a Stockholder and Director

On November 13, 2020, the Company issued a promissory
note (the “Note”) to the majority stockholder of the Company, Mark Tompkins, a stockholder and director of the Company, pursuant
to which the Company agreed to repay Mr. Tompkins the sum of any and all amounts that Mr. Tompkins may advance to the Company on or before
the date that the Company consummates a business combination with a private company or reverse takeover transaction or other transaction
after which the Company would cease to be a shell company (as defined in Rule 12b-2 under the Exchange Act). The Company has used the
proceeds from the note to cover its expenses. Although Mr. Tompkins has no obligation to advance funds to the Company under the terms
of the note, it is anticipated that he may advance funds to the Company as fees and expenses are incurred in the future. As a result,
the Company issued the note in anticipation of such advances. Interest shall not accrue on the outstanding principal amount of the note
except if an Event of Default (as defined in the note) has occurred. In the Event of Default, the entire note shall automatically become
due and payable (the “Default Date”), and starting from five (5) days after the Default Date, the interest rate on the note
shall accrue at the rate of eighteen percent (18%) per annum. As of December 31, 2022, the total amount due under the note was $114,000.

Results of Operations

The Company has not conducted any active operations
since inception, except for its efforts to locate suitable acquisition candidates. No revenue has been generated by the Company from November
9, 2020 (Inception) through December 31, 2022. It is unlikely the Company will have any revenues unless it is able to effect an acquisition
or merger with an operating company, of which there can be no assurance. It is management’s assertion that these circumstances may
hinder the Company’s ability to continue as a going concern. The Company’s plan of operations for the next twelve months shall
be to continue its efforts to locate suitable acquisition candidates.

The Company, as of December 31, 2022 had $457
in cash and has not earned any revenues from operations to date. In the next 12 months, we expect to incur expenses equal to approximately
$40,000 related to legal, accounting, audit, and other professional service fees incurred in relation to the Company’s Exchange
Act filing requirements. The costs related to the acquisition of a business combination target company vary widely and are dependent on
a variety of factors including, but not limited to, the amount of time it takes to complete a business combination, the location of the
target company, the size and complexity of the business of the target company, whether stockholders of the Company prior to the transaction
will retain equity in the Company, the scope of the due diligence investigation required, the involvement of the Company’s auditors
in the transaction, possible changes in the Company’s capital structure in connection with the transaction, and whether funds may
be raised contemporaneously with the transaction. Therefore, we believe such costs are unascertainable until the Company identifies a
business combination target. These conditions raise substantial doubt about our ability to continue as a going concern. The Company is
currently devoting its efforts to locating merger candidates. The Company’s ability to continue as a going concern is dependent
upon our ability to develop additional sources of capital, locate and complete a merger with another company, and ultimately, achieve
profitable operations.

Critical Accounting Estimates

Accounting estimates are an integral part of the
financial statements prepared by management and are based on management’s knowledge and experience about past and current events
and assumptions about future events. Management’s estimate of the current portion of note payable - stockholder is based on the
possibility that within one year of the balance sheet date a transaction will occur that requires the Company to repay the note payable.
Management’s estimate of the deferred tax benefit arising from the net operating loss carry forwards available to reduce future
federal and state taxable income and the related valuation allowance in the same amount assumes that the Company will be acquired by a
target company and the benefit will not be realized.

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Emerging Growth Company

As an “emerging growth company” under
the JOBS Act, the Company has elected to use the extended transition period for complying with new or revised accounting standards under
Section 102(b)(1) of the JOBS Act. This election allows us to delay the adoption of new or revised accounting standards that have different
effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial
statements may not be comparable to companies that comply with public company effective dates.

Fiscal Year

Our fiscal year ends on December 31.