What changed in this filing

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Item 1. Financial Statements

2022-08-10 compared with 2022-05-12 · 143 added, 102 removed, 610 unchanged (29% of the section changed)

FINANCIAL STATEMENTS

CAPITAL ACQUISITION CORP.

March 31, 2022

December 31, 2021

MANA CAPITAL ACQUISITION

BALANCE SHEET

Current assets:

2 unchanged sentences

Investments held in Trust Account

Liabilities and Stockholders’ Equity

Liabilities and Stockholders’ Equity (Deficit)

Current liabilities:

4 unchanged sentences

Commitments and Contingencies

Common stock subject to possible redemption, 6,500,000 shares at conversion value of $ 10.00 per share

Stockholders’ Equity:

Common stock subject to possible redemption, 6,500,000 shares at conversion

value of $ 10.00 per share

Stockholders’ Equity (Deficit):

Preferred stock, $ 0.00001 par value;

100,000,000 shares authorized;

100,000,000 shares

none issued and outstanding

Common stock, $ 0.00001 par value;

300,000,000 shares authorized;

1,625,000 issued and outstanding as of March 31, 2022 and December 31, 2021 (excluding 6,500,000 shares subject to possible redemption)

300,000,000 shares

1,625,000 issued and outstanding as of June 30, 2022 and December 31, 2021 (excluding 6,500,000 shares subject to

possible redemption)

Additional paid-in capital

Accumulated deficit

Total Stockholders' Equity

Total Liabilities and Stockholders' Equity

Total Stockholders' Equity (Deficit)

Total Liabilities, Equity, and

Stockholders' Equity (Deficit)

The accompanying notes are an integral part of these unaudited financial statements

MANA CAPITAL ACQUISITION CORP.

STATEMENT OF OPERATIONS

MANA CAPITAL ACQUISITION

STATEMENTS OF OPERATIONS

For the Period

From May 19, 2021

Three Months Ended

March 31, 2022

Formation and operating costs

June 30, 2022

June 30, 2021

Operating costs

Franchise tax expenses

3 unchanged sentences

Investment income on investment held in Trust Account

Loss before income taxes

Income taxes provision

$ ( 492,651 )

$ ( 715,314 )

Basic and diluted weighted average shares outstanding, common stock subject to possible redemption

Basic and diluted net income per share, common stock subject to possible redemption

Basic and diluted net loss per share, common stock subject to possible redemption

Basic and diluted weighted average shares outstanding, common stock attributable to Mana Capital Acquisition Corp.

Basic and diluted net loss per share, common stock attributable To Mana Capital Acquisition Corp.

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

CAPITAL ACQUISITION CORP.

STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

The accompanying notes are

an integral part of these unaudited financial statements.

MANA CAPITAL ACQUISITION CORP.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

For the Six Months Ended June 30, 2022

Preferred stock

Stockholders'

Additional Paid-in

Stockholders' Equity

Balance as of December 31, 2021 (Audited)

2 unchanged sentences

$ ( 367,500 )

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

CAPITAL ACQUISITION CORP.

STATEMENT OF CASH FLOWS

Three Months Ended

Balance as of June 30, 2022 (Unaudited)

$ ( 860,151 )

For the Period from May 19, 2021

(inception) through June 30, 2021

Preferred stock

Additional Paid-in

Stockholders' Equity

Balance as of May 19, 2021 (inception)

Issuance of Common Stock to Sponsor

Balance as of June 30, 2021 (Unaudited)

The accompanying notes are

an integral part of these unaudited financial statements.

MANA CAPITAL ACQUISITION CORP.

STATEMENTS OF CASH FLOWS

For the Period

From May 19, 2021

Six Months Ended

(inception) through

June 30, 2022

June 30, 2021

Cash Flows from Operating Activities:

2 unchanged sentences

Interest earned on investment held in Trust Account

Formation and organization costs paid by related party

Changes in operating assets and liabilities:

3 unchanged sentences

Net cash used in operating activities

Cash Flows from Investing Activities:

Purchase of investment held in trust account

Net cash used in investing activities

Cash Flows from Financing Activities:

Payment of offering costs

Proceeds from issuance of common stock to sponsor

Proceeds from note payable

Net cash provided in financing activities

3 unchanged sentences

Supplemental Disclosure of Non-cash Financing Activities

Reclassification of common stock subject to redemption

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

Deferred offering costs included in accrued offering costs

Deferred offering costs included in advances from related party

The accompanying notes are an integral part

of these unaudited financial statements.

MANA CAPITAL ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

8 unchanged sentences

stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth

As of March 31, 2022 and December 31, 2021,

As of June 30, 2022 and December 31, 2021,

the Company had not commenced any operations.

All activity for the three months ended March 31, 2022 and for the period from May 19, 2021

All activity for the six months ended June 30, 2022 and for the period from May 19, 2021

(inception) through December 31, 2021 relates to the Company’s formation and the initial public offering (“Initial Public

113 unchanged sentences

If the Company has not completed a Business

Combination within nine months from the closing of the Initial Public Offering, or up to 21 months if extended in accordance with the

terms of the Company’s Amended and Restated Certificate of Incorporation (the “Combination Period”), the Company will

(i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business

days thereafter, redeem the 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 on the funds held in the Trust Account and not previously released to pay taxes (less up to $100,000

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 liquidating distributions, if any), and (iii)

as promptly as reasonably possible following such redemption, subject to the approval of the Company’s 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.

There will be no redemption rights or liquidating

distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination

within the Combination Period.

Combination within nine months from the closing of the Initial Public Offering, or up to 21 months in accordance with the terms of the

Company’s Amended and Restated Certificate of Incorporation (the “Combination Period”), the Company will (i) cease all

operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter,

redeem the 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 on the funds held in the Trust Account and not previously released to pay taxes (less up to $100,000 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 liquidating distributions, if any), and (iii) as promptly as reasonably

possible following such redemption, subject to the approval of the Company’s 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.

There will be no redemption rights or liquidating distributions with respect

to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination

The holders of the Founders Shares have

25 unchanged sentences

interest or claim of any kind in or to monies held in the Trust Account.

On May 27, 2022, the Company entered into

a Merger Agreement and Plan of Reorganization (the “Merger Agreement”) with Mana Merger Sub, Inc., a Delaware corporation

and a wholly-owned subsidiary of Mana (“Merger Sub”), Cardio Diagnostics, Inc., a Delaware corporation (“Cardio”)

and Meeshanthini (Meesha) Dogan, in her capacity as the representative of the Cardio shareholders.

Pursuant to the terms of the Merger

Agreement, and subject to the satisfaction or waiver of certain conditions set forth therein, (i) Merger Sub will merge with and into

Cardio (the “Merger”), with Cardio surviving the merger in accordance with the Delaware General Corporation Law as a wholly-owned

subsidiary of Mana Capital;

and (ii) Mana Capital will change its name to Cardio Diagnostics Holdings Inc.

(the transactions contemplated

by the Merger Agreement and the related ancillary agreements, the “Business Combination”).

The Company has filed with the Securities

and Exchange Commission (the “SEC”) a registration statement on Form S-4 including proxy materials in the form of a proxy

statement (as amended or supplemented from time to time, the “Form S-4”) for the purpose of soliciting proxies from the stockholders

of the Company to vote in favor of the Merger Agreement and the other proposals set forth below at a special meeting of the stockholders

of the Company (the “Special Meeting”) and to register certain securities of the Company with the SEC.

The Closing will be on a date to be specified

by the Company and Cardio, but in no event later than three business days following the satisfaction or waiver of all of the closing conditions.

It is expected that the Closing will occur in the third quarter or fourth quarter of 2022.

The Merger Agreement includes an outside Closing

date of December 23, 2022.

Going Concern Consideration

10 unchanged sentences

Combination or the winding up of the Company as stipulated in the Company’s amended and restated memorandum of association.

accompanying financial statement has been prepared in conformity with generally accepted accounting principles in the United States of

accompanying financial statement has been prepared inconformity with generally accepted accounting principles in the United States of

America (“GAAP”), which contemplate continuation of the Company as a going concern.

Risks and Uncertainties

Management is currently evaluating the

impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on

the Company’s financial position, results of its operations, close of the Proposed Public Offering and/or search for a target company,

the specific impact is not readily determinable as of the date of these financial statements.

The financial statements do not include

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

Management is currently evaluating the impact of the COVID-19 pandemic and has

concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position,

results of its operations and/or completing a Business Combination, the specific impact is not readily determinable as of the date of

these financial statements.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed financial statements are

presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant

to the rules and regulations of the SEC, and include all normal and recurring adjustments that management of the Company considers necessary

The accompanying unaudited financial statements are presented

in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the

rules and regulations of the SEC, and include all normal and recurring adjustments that management of the Company considers necessary

for a fair presentation of its financial position and operation results.

6 unchanged sentences

The Company is an “emerging growth

company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified

by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take advantage of certain exemptions

company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by

the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it 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

1 unchanged sentence

404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements,

and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any

golden parachute payments not previously approved.

and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden

parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS

26 unchanged sentences

The Company had cash of $ 45,587 and $ 526,625

and no cash equivalents as of March 31, 2022 and December 31, 2021 respectively.

and no cash equivalents as of June 30, 2022 and December 31, 2021 respectively.

Cash held in Trust Account

March 31, 2022 and December 31, 2021, the Company had $ 65,004,901 and $ 65,000,484 in cash held in the Trust Account, respectively.

assets held in the Trust Account were held in money market funds, which are invested in U.S.

At June 30, 2022 and December 31, 2021,

the Company had $ 65,010,733 and $ 65,000,484 in cash held in the Trust Account.

The assets held in the Trust Account were held in money

market funds, which are invested in U.S.

Treasury securities.

41 unchanged sentences

uncertain future events.

Accordingly, as of March 31, 2022 and December 31, 2021, common stock subject to possible redemption are presented

Accordingly, as of June 30, 2022 and December 31, 2021, common stock subject to possible redemption are presented

at redemption value of $10.00 per share as temporary equity, outside of the shareholders’ equity section of the Company’s

22 unchanged sentences

in the period management determines it is more likely than not that net deferred tax assets will or will not be realized.

As of June 30,

2022, the Company determined that a valuation allowance should be established.

As of March 31, 2022 and December 31, 2021,

As of June 30, 2022 and December 31, 2021,

the Company did not recognize any assets or liabilities relative to uncertain tax positions.

9 unchanged sentences

likely to be realized.

Management does not believe that there are any uncertain tax positions at March 31, 2021 and December 31, 2021.

Management does not believe that there are any uncertain tax positions at June 30, 2022 and December 31, 2021.

The Company may be subject to potential

7 unchanged sentences

The franchise tax of $ 100,000 and $ 124,434

was expensed as of March 31, 2022 and December 31, 2021 respectively.

was expensed for the six months ended June 30, 2022 and for the period from May 19, 2021 (inception) through December 31, 2021, respectively.

Concentration of Credit Risk

3 unchanged sentences

The Company has not experienced losses on this account.

of March 31, 2022, approximately $ 130,000 was over the Federal Deposit Insurance Corporation (FDIC) limit.

Fair value of financial instruments

27 unchanged sentences

possible redemption was considered to be dividends paid to the public stockholders.

For the three months ended March 31, 2022, the Company

For the six months ended June 30, 2022, the Company

has not considered the effect of the warrants sold in the Initial Public Offering in the calculation of diluted net income (loss) per

76 unchanged sentences

stock issuable pursuant to the Second Amended and Restated Subscription Agreement were not issued.

As of March 31, 2022, there were 1,625,000

As of June 30, 2022, there were 1,625,000

Founder Shares issued and outstanding.

10 unchanged sentences

having the right to exchange their shares of common stock for cash, securities or other property.

Promissory Note — Related Party

On June 11, 2021, the Sponsor issued an

unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate

principal amount of $ 200,000 .

The Promissory Note was non-interest bearing and payable on the earlier of (i) December 11, 2021 or (ii)

the consummation of the Proposed Public Offering.

The Company had an outstanding loan balance of $ 125,547 , which was repaid in full as

of December 31, 2021.

Related Party Loans

11 unchanged sentences

held in the Trust Account would be used to repay the Working Capital Loans.

As of March 31, 2022, there was no amount outstanding under

As of June 30, 2022, there was no amount outstanding under

the Working Capital Loans.

NOTE 6 — INVESTMENTS HELD IN TRUST

As of March 31, 2022, assets held in the Trust

Account were comprised of $ 65,004,901 in mutual funds which are invested in U.S.

Treasury Securities with a maturity due as of June 28,

As of June 30, 2022, assets held in the

Trust Account were comprised of $ 65,010,733

in money market funds which are invested in U.S.

Treasury Securities.

The following table presents information about the

Company’s assets that are measured at fair value on a recurring basis at March 31, 2022 and indicates the fair value hierarchy of

Company’s assets that are measured at fair value on a recurring basis at June 30, 2022 and indicates the fair value hierarchy of

the valuation inputs the Company utilized to determine such fair value:

Schedule of Fair value assets measured on recurring basis

March 31, 2022

June 30, 2022

Trust Account – U.S.

Treasury Securities Mutual funds

Treasury Securities Money

NOTE 7— COMMITMENTS AND CONTINGENCIES

2 unchanged sentences

rights agreement with its founders, officers, directors or their affiliates prior to or on the effective date of the Initial Public Offering

pursuant to which the Company will be required to register any shares of common stock, warrants (including working capital warrants),

pursuant to which the Company will be required t o register any shares of common stock, warrants (including working capital warrants),

and shares underlying such warrants, that are not then covered by an effective registration statement.

14 unchanged sentences

is authorized to issue 100,000,000 shares of preferred stock with a par value of $ 0.00001 per share.

As of March 31, 2022, there were

no shares of preferred stock issued or outstanding.

As of June 30, 2022, there were no

shares of preferred stock issued or outstanding.

Common Stock — The Company

2 unchanged sentences

to one vote for each share.

As of March 31, 2022 there were 1,625,000 (excluding 6,500,000 shares subject to possible redemption) shares

As of June 30, 2022 there were 1,625,000 (excluding 6,500,000 shares subject to possible redemption) shares

of common stock issued and outstanding.

43 unchanged sentences

in whole and not in part;

· upon a minimum of 30 days’

prior written notice of redemption, or the 30-day redemption period to each warrant holder;

· if, and only if, the last reported

sale price of the Common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganization, recapitalizations

and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company

sends the notice of redemption to warrant holders.

upon a minimum of 30 days’ prior written notice of redemption, or the 30-day redemption period to each warrant holder;

if, and only if, the last reported sale price of the Common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganization, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to warrant holders.

The redemption price for the warrants shall

30 unchanged sentences

Accordingly, the Public Warrants may expire worthless.

The Private Placement Warrants are identical

The Private Placement Warrants are be identical

to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Common

13 unchanged sentences

For the Three Months Ended

March 31, 2022

June 30, 2022

For the Six Months Ended

June 30, 2022

Non-Redeemable

Ordinary Shares

Non-Redeemable

Basic and diluted net loss per share:

1 unchanged sentence

$ ( 394,121 )

$ ( 572,251 )

$ ( 143,063 )

Denominators:

1 unchanged sentence

Basic and diluted net loss per share

NOTE 10 — SUBSEQUENT EVENTS

The Company evaluated subsequent events

and transactions that occurred after the balance sheet date through the date that the financial statement was available to be issued.

Based upon this review, except as noted above, the Company did not identify any other subsequent events that would have required adjustment

or disclosure in the financial statements.

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