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Item 2. Management’s Discussion and Analysis

2022-08-10 compared with 2022-05-12 · 94 added, 49 removed, 193 unchanged (43% of the section changed)

26 unchanged sentences

Report on Form 10-K for the fiscal year ended December 31, 2021 (under the heading “Risk Factors” and in other parts

of that report).

of that report) and in the Company’ Registration Statement on Form S-4, filed on May 31, 2022 and as amended on July 27, 2022.

The following

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our strategy and other purposes and other disadvantages compared to our competitors who have less debt.

have neither engaged in any operations nor generated any revenues to date.

expect to continue to incur significant costs in the pursuit of our acquisition plans.

We cannot assure you that our plans to complete

a Business Combination will be successful.

We have neither engaged in

any operations nor generated any revenues to date.

We expect to continue to incur significant costs in the pursuit of our acquisition

We cannot assure you that our plans to complete a Business Combination will be successful.

We are an emerging growth

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our financial statements may not be comparable to companies that comply with public company effective dates.

Initial Business Combination

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 aggregate consideration

payable at the closing of the Business Combination (the “ Closing ”) to the stockholders of Cardio will be the issuance

of such number of shares of Mana Capital Common Stock, par value $0.00001 per share (the “ Common Stock ”) as shall be

determined by dividing the “Aggregate Closing Merger Consideration Value” by $10.00, which represents the agreed valuation

of one share of Mana Capital Common Stock.

Of the shares of Mana Capital Common Stock to be delivered at Closing, the holders of Cardio

common stock will receive, in exchange for the Cardio shares owned by such persons, such number of shares of Common Stock of Mana Capital

equal to the product obtained by multiplying the number of shares of Cardio common stock of held by such stockholders by the exchange

ratio (as determined in accordance with the Merger Agreement).

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 Merger Agreement contains

customary representations, warranties and covenants by the parties thereto.

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.

to the conditions as further described in the Merger Agreement, 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.

Results of Operations

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operations nor generated any revenues to date.

Our only activities from inception through March 31, 2022 were organizational activities,

Our only activities from inception through June 30, 2022 were organizational activities,

those necessary to prepare for our initial public offering, described below, and subsequently identifying a target business for a business

We do not expect to generate any operating revenues until after the completion of our Business Combination.

We generate non-operating

income in the form of interest income on marketable securities held in the trust account with Continental Stock Transfer & Trust Company

(the “Trust Account”) after the initial public offering.

We are incurring expenses as a

result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses

in connection with completing a business combination.

the three months ended March 31, 2022, we had a net loss of $222,663 which

consisted of formation costs and operating expenses of $177,094 and a provision for franchise tax of $50,000, which was partially offset

by interest income on marketable securities held in the Trust Account of $4,419.

combination, conducting due diligence on Cardio, negotiating the terms of the Merger Agreement and undertaking other activities in connection

with the proposed Business Combination .

We do not expect to generate any operating revenues until after the completion of our Business

We generate non-operating income in the form of interest income on marketable securities held in the trust account with Continental

Stock Transfer & Trust Company (the “Trust Account”) after the initial public offering.

For the three months

ended June 30, 2022, we had a net loss of $492,651 which consisted of operating expenses of $448,577 and a provision for franchise tax

of $50,000, which was offset by interest income from our operating bank account of $95 and interest income on marketable securities held

in the Trust Account of $5,831.

For the six months ended

June 30, 2022, we had a net loss of $715,314 which consisted of operating expenses of $625,671 and a provision for franchise tax of $100,000,

which was offset by interest income in our operating bank account of $107 and interest income on marketable securities held in the Trust

Account of $10,250.

Liquidity and Capital

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We incurred $1,697,431 in transaction costs, including $1,300,000 of underwriting fees and $397,431 of other

For the three months ended March

For the six months ended June

30, 2022, cash used in operating activities was $481,038.

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held in the trust account of $10,250 and changes in operating assets and liabilities, which provided $481,038 of cash used in operating

As of March 31, 2022, we had cash

For the period from May 19, 2021(inception)

through June 30, 2021, we incurred a net loss of $397 from formation and organization cost.

Cash provided from financing activities was

$34,250, which consisted of proceeds from the issuance of common stock to our sponsor of $25,000 and proceeds from a note payable of $45,000,

which was offset by the payment of offering costs of $35,750.

As of June 30, 2022, we had cash

and marketable securities of $65,010,733 held in the trust account.

We intend to use substantially all of the funds held in the trust

account, including any amounts representing interest earned on the trust account primarily to identify and evaluate prospective acquisition

candidates, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations

of prospective target businesses, review corporate documents and material agreements of prospective target businesses, select the target

business to acquire and structure, negotiate and consummate a Business Combination.

We may withdraw interest to pay taxes.

During the period ended March

31, 2022 we did not withdraw any interest earned on the Trust Account.

We intend to use substantially

all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes

payable), to complete our Business Combination.

To the extent that our capital stock or debt is used, in whole or in part, as consideration

to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the

operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of March 31, 2022, we had cash

period ended June 30, 2022 we did not withdraw any interest earned on the trust account.

To the extent that our capital stock or debt

is used, in whole or in part, as consideration to complete our business combination, the remaining proceeds held in the trust account

will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our

growth strategies.

As of June 30, 2022, we had cash

held outside of the Trust Account of $45,587.

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parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account.

do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business.

If our estimates

of the costs of unde rtaking in-depth due diligence and negotiating an initial

Business Combination is less than the actual amount necessary to do so, or we earn less interest on the funds held in the Trust Account

than anticipated, we may have insufficient funds available to operate our business prior to our initial Business Combination.

we may need to obtain additional financing either to consummate our initial Business Combination or because we become obligated to redeem

a significant number of our public shares upon consummation of our initial Business Combination, in which case we may issue additional

securities or incur debt in connection with such Business Combination.

We do not have a maximum debt leverage ratio or a policy with respect

to how much debt we may incur.

The amount of debt we will be willing to incur will depend on the facts and circumstances of the proposed

Business Combination and market conditions at the time of the potential Business Combination.

At this time, we are not party to any arrangement

or understanding with any third party with respect to raising additional funds through the sale of our securities or the incurrence of

Subject to compliance with applicable securities laws, we would only consummate such financing simultaneously with the consummation

of our initial Business Combination.

In the current economic environment, it has become especially difficult to obtain acquisition financing.

If we are unable to complete our Business Combination because we do not

have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account.

In addition, following our

Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

We do not believe we will need

to raise additional funds in order to meet the expenditures required for operating our business.

If our estimates of the costs of undertaking

in-depth due diligence and negotiating an initial Business Combination is less than the actual amount necessary to do so, or we earn less

interest on the funds held in the Trust Account than anticipated, we may have insufficient funds available to operate our business prior

to our initial Business Combination.

Moreover, we may need to obtain additional financing either to consummate our initial Business Combination

or because we become obligated to redeem a significant number of our public shares upon consummation of our initial Business Combination,

in which case we may issue additional securities or incur debt in connection with such Business Combination.

We do not have a maximum

debt leverage ratio or a policy with respect to how much debt we may incur.

The amount of debt we will be willing to incur will depend

on the facts and circumstances of the proposed Business Combination and market conditions at the time of the potential Business Combination.

At this time, we are not party to any arrangement or understanding with any third party with respect to raising additional funds through

the sale of our securities or the incurrence of debt.

Subject to compliance with applicable securities laws, we would only consummate

such financing simultaneously with the consummation of our initial Business Combination.

In the current economic environment, it has become

especially difficult to obtain acquisition financing.

If we are unable to complete our Business Combination because we do not have sufficient

funds available to us, we will be forced to cease operations and liquidate the Trust Account.

In addition, following our Business Combination,

if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

Off-balance sheet financing arrangements

We have no obligations, assets

or liabilities, which would be considered off-balance sheet arrangements as of March 31, 2022.

or liabilities, which would be considered off-balance sheet arrangements as of June 30, 2022.

We do not participate in transactions that

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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 2. Management’s Discussion and Analysis