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Exhibit 99.1

PARAZERO TECHNOLOGIES LTD.

CONDENSED INTERIM FINANCIAL STATEMENTS

AS OF JUNE 30, 2023

(UNAUDITED)

INDEX

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U.S. dollars

The accompanying notes are an integral part of these condensed interim financial statements.

U.S. dollars

The accompanying notes are an integral part of these condensed interim financial statements.

U.S. dollars

The accompanying notes are an integral part of these condensed interim financial statements.

U.S. dollars (except for share numbers)

The accompanying notes are an integral part of these condensed interim financial statements.

U.S. dollars

The accompanying notes are an integral part of these condensed interim financial statements.

Note 1 - General

The Company sells its products internationally.

Note 2 - Basis for preparation

The Company’s accompanying unaudited condensed interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnote disclosures required by U.S. GAAP for complete financial statements.

The condensed interim financial statements reflect all adjustments considered necessary for a fair presentation of the results of operations and financial position for the interim periods presented. All such adjustments are of a normal recurring nature.

These unaudited interim financial statements should be read in conjunction with the financial statements of the Company for the year ended December 31, 2022 and December 31, 2021 and notes thereto that are included in the Company’s final Prospectus dated July 26, 2023 and filed with the SEC on July 27, 2023. The preparation of financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The results of operations for the six months ended June 30, 2023 are not necessarily indicative of the results to be expected for any other interim period or for the year ending December 31, 2023.

Note 3 - Critical Accounting Policies, Accounting Pronouncements Adopted and Recently Issued Accounting Standards

During the six months ended June 30, 2023, there were no material changes to the Company’s critical accounting policies previously disclosed in our final Prospectus dated July 26, 2023 and filed with the SEC on July 27, 2023.

Note 4 - Commitments and Contingencies

The Company has received royalty-bearing grants from the Israel Innovation Authority (“the IIA”), for approved research and development projects. The programs include grants for: wages, materials, subcontractors and miscellaneous. The Company is required to pay royalties at the rate of 3%-3.5% on sales of the products developed with the funds provided by the IIA, up to an amount equal to 100% of the IIA research and development grant received, linked to the dollar including accrued interest at the LIBOR rate.

As of December 31, 2019, IIA program was completed. The total amount of the IIA grant received was $748 thousand.

As of June 30, 2023, the maximum obligation with respect to the grants received from the IIA, including accrued interest, contingent upon entitled future sales, is $781 thousand . When a company develops know-how, technology or products using IIA grants, the terms of these grants and the Research Law restrict the transfer of such know-how, and the transfer of manufacturing or manufacturing rights of such products, technologies or know-how outside of Israel, without the prior approval of the IIA. Therefore, the discretionary approval of an IIA committee would be required for any transfer to third parties inside or outside of Israel of know-how or manufacturing or manufacturing rights related to those aspects of such technologies. We may not receive those approvals.

On January 28, 2022, the Former Parent Company announced it had entered into a binding agreement with a consortium of investors led by Medigus and facilitated by Israeli venture capital firm L.I.A. Pure Capital Ltd (“Pure Capital”), for the sale of 100% of the share capital of the Company for a total consideration of AUD 6 million in cash (the “Acquisition”), and all outstanding liabilities between the Company and the Former Parent Company were converted into equity immediately prior to the closing of the Acquisition.

On February 2, 2022 (the “Issue Date”), the Company issued to the Former Parent Company a warrant to purchase 111,261 Ordinary Shares. The exercise price of such warrant is (A) if a Trigger Event (defined below) occurs, the price per Company Ordinary Shares in the IPO, or, (B) if a Trigger Event has not occurred, US $2.7797 per each Company Ordinary Shares, reflecting a pre-money valuation of US $10,000,000 on a fully diluted as-converted basis as of the Issue Date. Further, (A) if an IPO of the Company occurs before the fifth anniversary of the Issue Date, then the warrant shall expire after the lapse of 90 days from the earlier of (“Trigger Event”): (i) the fifth anniversary of the Issue Date; or (ii) the price per each Company Ordinary Shares has increased by at least 50% compared to the listing price per Company Ordinary Shares as part of the IPO (to be determined based upon one-calendar-month volume weighted average price); and (B) if no IPO of the Company occurs before the lapse of the fifth anniversary of the Issue Date, then the warrant shall expire after the lapse of 12 months from the fifth anniversary of the Issue Date. As of June 30, 2023, the number of the outstanding warrants is 111,261.

On March 1, 2022, the Company entered into a consulting services agreement with two consultants, pursuant to which, subject to the completion of a capital raise of at least $5 million, the consultants would be entitled to 179,510 warrants to each one of them, with each whole warrant exercisable for one Ordinary Share, at an exercise price of NIS 0.02 per Ordinary Share, which may be paid via cashless, exercise at any time after the six-month anniversary of the grant date. The warrants will be fully vested upon grant and will be exercisable at any time and from time to time, in whole or in part for a period of five years from the date of their grant. Considering the de-minimis exercise price, the fair values of the warrants were determined, taking into consideration the following assumptions: Company’s Ordinary Share price of $2.32 (considering the implied share price of $2.32 of the January 2022 acquisition (see Note 4B above) and the likelihood of a successful IPO at the expected target price back then) at $194 thousand each to be recognized over the expected term.

Total share-based compensation expenses for the six months period ended June 30, 2023 and June 30, 2022 was $91,531 and $96,915 respectively (see Note 8E).

On February 8, 2022, the Company signed a letter of engagement with Aegis Capital Corp. (“Aegis”), which expired pursuant to written notice from the Company on May 5, 2023, and reengaged on June 26, 2023, pursuant to which Aegis will act as an underwriter on a “firm commitment” basis (“Offering”).

Note 4 - Commitments and Contingencies (cont.)

The underwriting compensation includes the following:

The underwriting discount will be 8.0% for the Offering and a non-accountable expense allowance equal to 1.0% of the Offering. In addition, Company will pay all expenses relating to the Offering, including a payment of $100,000 for fees and expenses that include “road show”, diligence, and reasonable legal fees and disbursements for Aegis’s counsel.

As additional compensation for Aegis’ services, the Company will issue to Aegis or its designees at the closing of the Offering (the “Closing”) warrants (the “Underwriter’s Warrants”) to purchase that number of Ordinary Share equal to 5.0% of the aggregate number of Ordinary Share sold in the Offering (excluding the over-allotment option). The Underwriter’s Warrants will be exercisable at any time and from time to time, in whole or in part, during the five-year period commencing six months from the Closing, at a price per share equal to 125.0% of the public offering price per Ordinary Share of the securities sold in the Offering and the Underwriter’s Warrants will be exercisable on a cash basis, provided that if a registration statement registering the Ordinary Share underlying the Underwriter’s Warrants is not effective, the Underwriter’s Warrants may be exercised on a cashless basis. The Underwriter’s Warrants will provide for registration rights (including a one-time demand registration right and unlimited piggyback rights) and customary anti-dilution provisions (for Ordinary Share dividends and splits and recapitalizations) consistent with Rule 5110 of the Financial Industry Regulatory Authority (FINRA), and further, the number of Ordinary Share underlying the Underwriter’s Warrants will be reduced if necessary to comply with FINRA rules or regulations (see Note 8B).

Note 5 - Significant events during the reporting period

On June 26, 2023, the Company amended the Credit Facility Agreement with Medigus to increase the amount of the Credit Facility to up to $745,000. As of December 31, 2022, the Company received $500,000 from Medigus. As of June 30, 2023, the Company received $745,000 from Medigus. The difference between the cash received and the fair value of the loan based on future cash flows to be repaid discounted at the market rate of interest that would have been paid to an unrelated party was recorded as a capital contribution of $12,167 for the period ended June 30, 2023 (see Note 8D).

Note 6 - SAFEs

In February, March and May 2022, the company entered into certain equity investment agreements, titled Simple Agreements for Future Equity (“SAFE”), with certain investors including Medigus, officers, and directors, for aggregate proceeds of up to $2,500,000. As of December 31, 2022, the Company had received approximately $1,514,928 under the SAFE agreements. The SAFEs provide for the conversion of the investment amount into the Company’s Ordinary Shares under certain circumstances:

As the conversation rate is not solely indexed to the Company’s share price, the Company accounts for the SAFEs as a liability measured at fair value. The change in fair value amount as of June 30, 2023 and December 31, 2022 respectively, was valued at zero (see Note 8A).

Note 7 - Related party transactions

The Company had outstanding loans to a related party of $745,000 and $500,000 as of June 30, 2023 and December 31, 2022, respectively. See Note 5 for further details.

Additionally, on October 30, 2022, the Company entered into a consulting agreement, with Medigus, pursuant to which Medigus shall serve as the Company’s independent consultant for a monthly fee of $10,000, effective upon the closing of the IPO and terminating on the three-year anniversary of the closing of the company’s IPO. The Company may terminate the consulting agreement anytime after the closing of the IPO upon providing three months advance notice.

Note 8 - Subsequent Events and Related Party Transactions

In connection with the IPO, the Company received gross proceeds of approximately $7.8 million before deducting underwriting discounts and commissions and before offering expenses ($6.0 million net proceeds after deducting approximately $0.8 million of underwriting discounts and commissions and approximately $1.0 million of other offering costs). The Ordinary Shares were approved for listing on the Nasdaq and commenced trading under the symbol “PRZO” on July 27, 2023.

In addition, in connection with the closing of the IPO, the Company issued to the underwriters of the IPO warrants to purchase up to an aggregate of 97,500 Ordinary Shares at an exercise price of $5.00 per share, exercisable during the four-year-and-six-month period commencing on the date that is six months from July 31, 2023.

In consideration for the Business Development Services, the Company shall pay Maris $10,000 per month plus VAT. In addition, the company shall pay Maris commissions, in accordance with the terms of the agreement.

Note 8 - Subsequent Events and Related Party Transactions (cont.):

Out of the 366,171 options mentioned above, the grant of 305,647 is subject to the approval of such grant by the Company’s shareholders.

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