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Item 1. Financial Statements

2022-11-07 compared with 2022-08-10 · 641 added, 663 removed, 90 unchanged (94% of the section changed)

FINANCIAL STATEMENTS

MANA CAPITAL ACQUISITION

BALANCE SHEET

DIAGNOSTICS HOLDINGS, INC.

MANA CAPITAL ACQUISITION CORP.)

Current assets:

5 unchanged sentences

Accrued expense

Promissory Note

Franchise tax payable

2 unchanged sentences

Commitments and Contingencies

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

value of $ 10.00 per share

Common stock subject to possible redemption, 6,500,000 shares (at redemption value of approximately $ 10.08 and $ 10.00 per share) at September 30, 2022 and December 31,2021, respectively

Stockholders’ Equity (Deficit):

Preferred stock, $ 0.00001 par value;

100,000,000 shares

none issued and outstanding

100,000,000 shares authorized;

none issued and outstanding as of September 30, 2022 and December 31, 2021

Common stock, $ 0.00001 par value;

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)

300,000,000 shares authorized;

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

Additional paid-in capital

1 unchanged sentence

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

STATEMENTS OF OPERATIONS

Total Liabilities, Equity, and Stockholders' Equity (Deficit)

The accompanying

notes are an integral part of these unaudited financial statements

DIAGNOSTICS HOLDINGS, INC.

MANA CAPITAL ACQUISITION CORP.)

OF OPERATIONS

For the Three Months Ended

For the Period

From May 19, 2021

Three Months Ended

June 30, 2022

June 30, 2021

From May 19, 2021 (inception)

Operating costs

4 unchanged sentences

Investment income on investment held in Trust Account

Loss before income taxes

Income (Loss) before income taxes

Income taxes provision

$ ( 492,651 )

Net Income (loss)

$ ( 513,045 )

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

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

Basic and diluted net income (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.

MANA CAPITAL ACQUISITION CORP.

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

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

CARDIO DIAGNOSTICS

HOLDINGS, INC.

(F/K/A MANA CAPITAL

ACQUISITION CORP.)

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

For the Six Months Ended June 30, 2022

Preferred stock

Nine Months Ended September 30, 2022

Additional Paid-in

6 unchanged sentences

$ ( 860,151 )

For the Period from May 19, 2021

(inception) through June 30, 2021

Preferred stock

Additional Paid-in

Stockholders' Equity

Extension Funds attributable to common stock

subject to redemption

Subsequent measurement of common stock

subject to redemption

Balance as of September 30, 2022 (Unaudited)

$ ( 747,931 )

$ ( 353,696 )

Period from May 19, 2021 (inception) through September 30, 2021

Stockholders'

Balance as of May 19, 2021 (inception)

1 unchanged sentence

Balance as of June 30, 2021 (Unaudited)

The accompanying notes are

an integral part of these unaudited financial statements.

MANA CAPITAL ACQUISITION CORP.

Balance as of September 30, 2021 (Unaudited)

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

CARDIO DIAGNNOSTICS

HOLDINGS, INC.

(F/K/A MANA CAPITAL

ACQUISITION CORP.)

STATEMENTS OF CASH FLOWS

1 unchanged sentence

From May 19, 2021

Six Months Ended

Nine Months Ended

(inception) through

June 30, 2022

June 30, 2021

Cash Flows from Operating Activities:

8 unchanged sentences

Net cash used in operating activities

Cash Flows from Investing Activities:

Proceeds from investment held in trust

Investment of cash in Trust Account

Net cash used in Investing Activities

Cash Flows from Financing Activities:

1 unchanged sentence

Proceeds from issuance of common stock to sponsor

Proceeds from note payable

Proceeds from issuance of promissory note

Proceeds from note payable-related party

Net cash provided in financing activities

5 unchanged sentences

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

Extension Funds attributable to common stock subject to redemption under ASC 480-10-S99 against APIC

Subsequent measurement of common stock subject to redemption

The accompanying

notes are an integral part of these unaudited financial statements.

CARDIO DIAGNOSTICS

HOLDINGS, INC.

(F/K/A MANA CAPITAL

ACQUISITION CORP.)

NOTES TO FINANCIAL

STATEMENTS (UNAUDITED)

NOTE 1 — DESCRIPTION

OF ORGANIZATION AND BUSINESS OPERATIONS

Organization and General

Mana Capital Acquisition Corp.

(the “Company”)

was incorporated in Delaware on May 19, 2021.

The Company was formed for the purpose of effecting a merger, capital stock exchange, asset

acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”).

The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination.

The Company is an early

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 June 30, 2022 and December 31, 2021,

the Company had not commenced any operations.

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

Offering”), which is described below.

The Company will not generate any operating revenues until after the completion of its initial

Business Combination, at the earliest.

The Company will generate non-operating income in the form of interest income from the proceeds

derived from the Initial Public Offering.

The Company has selected December 31 as its fiscal year end.

The registration statement for the Company’s

Initial Public Offering (the “Registration Statement”) was declared effective on November 22, 2021.

On November 26, 2021,

the Company consummated the Initial Public Offering (“IPO”) of 6,200,000 units at $ 10.00 per unit (“Units” and,

with respect to the common stock included in the Units being offered, the “Public Shares”), generating gross proceeds of $ 62,000,000 ,

which is described in Note 3.

Simultaneously with the closing of the

Initial Public Offering, the Company consummated the sale of 2,500,000 warrants (the “Private Placement Warrants”) at a price

of $ 1.00 per Private Placement Warrant for gross proceeds of $ 2,500,000 in a private placement transaction to Mana Capital, LLC (the “Sponsor”),

which is described in Note 4.

In connection with the Initial Public Offering,

the underwriters were granted a 45-day option from the date of the prospectus (the “Over-Allotment Option”) to purchase up

to 930,000 additional units to cover over-allotments (the “Option Units”), if any.

On November 30, 2021, the underwriters

purchased an additional 300,000 Option Units pursuant to the partial exercise of the Over-Allotment Option.

The Option Units were sold

at an offering price of $ 10.00 per Unit, generating additional gross proceeds to the Company of $ 3,000,000 .

Pursuant to the Second Amended

and Restated Subscription Agreement between the Sponsor and the Company, the Company issued the Sponsor a total of 75,000 shares of Common

Stock in connection with the partial exercise by the underwriters of the Over-Allotment Option.

Trust account

Following the closing of the Initial Public

Offering on November 26, 2021, an amount of $ 62,000,000 ($ 10.00 per Unit) from the net proceeds of the sale of the Units in the Initial

Public Offering and the sale of the Private Placement Warrants in the Private Placement (as defined in Note 4) was placed in the Trust

Following the closing of underwriters’ exercise of over-allotment option on November 30, 2021, an additional $ 3,000,000

of net proceeds was place in the Trust Account, bringing the aggregate proceeds hold in the Trust Account to $ 65,000,000 .

The funds held in the Trust Account may

be invested in U.S.

government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as

amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds

itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined

by the Company, until the earlier of:

(i) the completion of a Business Combination or (ii) the distribution of the Trust Account, as described

Business Combination

The Company’s management has broad

discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement

Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.

There is no assurance that the Company will be able to complete a Business Combination successfully.

The Company must complete one or

more initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80% of the

net assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on the interest

earned on the Trust Account).

The Company will only complete a Business Combination if the post-transaction company owns or acquires 50%

or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient

for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment

Company Act”).

Upon the closing of the Initial Public Offering, management has agreed that an amount equal to at least $10.00 per

Unit sold in the Initial Public Offering, including proceeds of the Private Placement Warrants, will be held in a trust account (“Trust

Account”), located in the United States and invested only in U.S.

government securities, within the meaning set forth in Section

2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself

out as a money market fund selected by the Company meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined

by the Company, until the earlier of:

(i) the completion of a Business Combination and (ii) the distribution of the funds held in the

Trust Account, as described below.

The Company will provide the holders of

the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public

Shares either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer

in connection with the Business Combination.

The decision as to whether the Company will seek stockholder approval of a Business Combination

or conduct a tender offer will be made by the Company.

The Public Stockholders will be entitled to redeem their Public Shares for a pro

rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest

then in the Trust Account, net of taxes payable).

There will be no redemption rights upon the completion of a Business Combination with

respect to the Company’s warrants or rights.

All of the Public Shares contain a redemption

feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder

vote or tender offer in connection with the Company’s Business Combination and in connection with certain amendments to the Company’s

amended and restated certificate of incorporation (the “Certificate of Incorporation”).

In accordance with the rules of the

Securities and Exchange Commission (the “SEC”) and its guidance on redeemable equity instruments, which has been codified

in ASC 480-10-S99, redemption provisions not solely within the control of a company require common stock subject to redemption to be classified

outside of permanent equity.

While redemptions cannot cause the Company’s net tangible assets to fall below $ 5,000,001 , the Public

Shares are redeemable and will be classified as such on the balance sheet until such date that a redemption event takes place.

If the Company seeks stockholder approval

of the Business Combination, the Company will proceed with a Business Combination if a majority of the outstanding shares voted are voted

in favor of the Business Combination, or such other vote as required by law or stock exchange rule.

If a stockholder vote is not required

by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other

reasons, the Company will, pursuant to its second amended and restated certificate of incorporation (the “Certificate of Incorporation”),

conduct the redemptions pursuant to the tender offer rules of the U.S.

Securities and Exchange Commission (“SEC”) and file

tender offer documents with the SEC prior to completing a Business Combination.

If, however, stockholder approval of the transaction is

required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business

or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not

pursuant to the tender offer rules.

If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has

agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in

favor of approving a Business Combination.

Additionally, each Public Stockholder may elect to redeem their Public Shares without voting,

and if they do vote, irrespective of whether they vote for or against the proposed transaction.

Notwithstanding the foregoing, if the Company

seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Certificate

of Incorporation will provide that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom

such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934,

as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15%

of the Public Shares, without the prior consent of the Company.

The holders of the Founder Shares have

agreed (a) to waive their redemption rights with respect to the Founder Shares and Public Shares held by them in connection with the completion

of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing

of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100% of its Public Shares

if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other

provision relating to stockholders’ rights or pre-business combination activity, unless the Company provides the Public Stockholders

with the opportunity to redeem their Public Shares in conjunction with any such amendment.

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 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

agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within

the Combination Period.

However, if the holders of Founder Shares acquire Public Shares in or after the Proposed Public Offering, such

Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination

within the Combination Period.

The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note

6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such

event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the

Public Shares.

In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution

will be less than the Proposed Public Offering price per Unit ($10.00).

In order to protect the amounts held in

the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered

or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement,

reduce the amount of funds in the Trust Account to below (i) $10.00 per Public Share or (ii) such lesser amount per Public Share held

in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per public Share due to reductions in

the value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims

by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the

Company’s indemnity of the underwriters of the Proposed Public Offering against certain liabilities, including liabilities under

the Securities Act of 1933, as amended (the “Securities Act”).

Moreover, in the event that an executed waiver is deemed to

be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims.

The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by

endeavoring to have all vendors, service providers (except for the Company’s independent registered accounting firm), prospective

target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title,

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

The Company expects to incur significant

costs in pursuit of its financing and acquisition plans.

In connection with the Company’s assessment of going concern considerations

in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s

Ability to Continue as a Going Concern,” management has determined that if the Company is unsuccessful in consummating an initial

Business Combination within the prescribed period of time from the closing of the IPO, the requirement that the Company cease all operations,

redeem the public shares and thereafter liquidate and dissolve raises substantial doubt about the ability to continue as a going concern.

Cardio Diagnostics Holdings,

Inc., formerly known as Mana Capital Acquisition Corp.

(the “Company”), was incorporated in Delaware on May 19, 2021.

Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or

similar business combination with one or more businesses (the “Business Combination”).

The Company is not limited to a particular

industry or sector for purposes of consummating a Business Combination.

The Company is an early stage and emerging growth company and,

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

2022, Mana Capital Acquisition Corp., a Delaware corporation (“Mana”), and Mana Merger Sub, Inc., a Delaware corporation

and wholly-owned subsidiary of Mana (“Merger Sub”), entered into an Agreement and Plan of Merger, as amended by Amendment

1 to the Agreement, dated September 15, 2022 (the “Business Combination Agreement”), with Cardio Diagnostics, Inc.,

a Delaware corporation (“Legacy Cardio”), and Meeshanthini Dogan, PhD, as the “Shareholders’ Representative.”

25, 2022, Mana held a special meeting of its stockholders at which Mana’s stockholders voted to approve the proposals outlined

in the final prospectus and definitive proxy statement, filed with the Securities and Exchange Commission (the “SEC”) on

October 7, 2022 (the “Proxy Statement/Prospectus”), including, among other things, the adoption of the Business Combination

On October 25, 2022 (the “Closing Date”), as contemplated by the Business Combination Agreement and described

in the section of the Proxy Statement/Prospectus entitled “Proposal No.

1 – The Business Combination Proposal”

beginning on the page 70 of the Proxy Statement/Prospectus, Mana consummated the transactions contemplated by the Business Combination

Agreement, whereby Merger Sub merged with and into Legacy Cardio, with Legacy Cardio continuing as the surviving corporation, resulting

in Legacy Cardio becoming a wholly-owned subsidiary of the Company (the “Merger” and, together with the other transactions

contemplated by the Business Combination Agreement, the “Business Combination”).

to the Business Combination Agreement the Company issued the following securities, all of which were registered on the Form S-4 registration

statement that was declared effective by the SEC on October 6, 2022:

of conversion rights issued as a component of units in Mana’s initial public offering (the “Public Rights”) were

issued an aggregate of 928,571 shares of the Company’s common stock, $ 0.00001 par value (“Common Stock”);

of existing shares of common stock of Legacy Cardio and the holder of equity rights of Legacy Cardio (together, the “Legacy

Cardio Stockholders”) received an aggregate of 6,883,306 shares of the Company’s Common Stock, calculated based on the

exchange ratio of 3.427259 pursuant to the Merger Agreement (the “Exchange Ratio”)

for each share of Legacy Cardio Common Stock held or, in the case of the equity rights holder, that number of shares of the Company’s

Common Stock equal to 1% of the Aggregate Closing Merger Consideration, as defined in the Merger Agreement;

Legacy Cardio Stockholders received, in addition, an aggregate of 43,334 shares of the Company’s Common Stock (“Conversion

Shares”) upon conversion of an aggregate of $ 433,334 in principal amount of promissory notes issued by Mana to Legacy Cardio

in connection with its loan of such amount in order to extend Mana’s duration through October 26, 2022 (the “Extension

Notes”), which Conversion Shares were distributed to the Legacy Cardio Stockholders in proportion to their respective interest

in Legacy Cardio;

Legacy Cardio option that was outstanding immediately prior to the effective time of the Merger (the “Effective Time”),

each of which was unvested prior to the Closing (the “Legacy Cardio Stock Options”), was assumed by the Company and converted

into an option to purchase that number of shares of the Company’s Common Stock calculated based on the Exchange Ratio;

holders of Legacy Cardio Options received options to acquire 1,759,600 shares of the Company’s Common Stock, all of which vested

and became immediately exercisable upon Closing;

Legacy Cardio warrant that was outstanding immediately prior to the Effective Time (the “Legacy Cardio Warrants”) was

assumed by the Company and converted into a warrant to purchase that number of shares of the Company’s Common Stock calculated

based on the Exchange Ratio;

accordingly, holders of Legacy Cardio Warrants received warrants to acquire 2,204,627 shares of the

Company’s Common Stock pursuant to the Exchange Ratio.

In connection

with the Special Meeting and the Business Combination, the holders of 6,465,452 shares of Mana Common Stock exercised their right to

redeem their shares for cash at a redemption price of approximately $ 10.10 per share, for an aggregate redemption amount of $ 65,310,892 .

after giving effect to the Business Combination, there were 9,514,743 issued and outstanding shares of the Company’s Common Stock.

Following the Closing, the Legacy Cardio Stockholders hold approximately 72.80 % of the outstanding shares of the Company (excluding the

contingent right to acquire “Earnout Shares,” as described below), and Legacy Cardio became a wholly-owned subsidiary of

Ownership of the Company’s Common Stock by various constituents immediately after giving effect to the Business Combination

is as follows:

public stockholders (excluding Mana Capital, LLC, the SPAC sponsor (the “Sponsor”), and Mana’s former officers

and directors) own 34,548 shares of the Company’s Common Stock, which represents approximately 0.36% of the outstanding shares;

Sponsor, Mana’s former officers and directors and certain permitted transferees own 1,625,000 shares of the Company’s

Common Stock, which represents approximately 17.08% of the outstanding shares;

of Mana public rights own 928,571 shares of the Company’s Common Stock, which represents approximately 9.76% of the outstanding

Cardio Stockholders own 6,926,624 shares of the Company’s Common Stock (excluding the contingent right to acquire Earnout Shares),

which represents approximately 72.80% of the outstanding shares.

Mana sold in its initial public offering (the “IPO”) in November 2021 (the “Units”) (MAAQU) separated into their

component securities upon consummation of the Business Combination and, as a result, no longer trade as a separate security and were

delisted from the Nasdaq Stock Market LLC (“Nasdaq”).

In addition, in connection with the Business Combination, Mana’s

Public Rights to receive 1/7th of one share of the Company’s Common Stock (MAAQR), issued as a component of its Units, were converted

into 928,571 shares of the Company’s Common Stock, and the Public Rights were delisted from Nasdaq on October 26, 2022.

26, 2022, the Company’s Common Stock and the Company’s public warrants that were a component of the Units sold in the IPO

(the “Public Warrants”) began trading on the Nasdaq Capital Market under the symbols “CDIO” and “CDIOW,”

respectively.

Earnout Shares

of the total merger consideration is subject to an earnout over a four-year period following the Closing (the “Earnout Period”).

Upon certain triggering events that occur during the Earnout Period, Legacy Cardio Stockholders (referred to below as the “Stockholder

Earnout Group”) are entitled to receive up to an additional 1,000,000 shares of the Company’s Common Stock (the “Earnout

The Earnout Shares were reserved at the Closing and will be issued upon the following triggering events after the Closing

of the Business Combination.

The triggering events that will result in the issuance of the Earnout Shares during the Earnout Period are

the following:

of the Earnout Shares will be issued to each member of the Stockholder Earnout Group, as defined in the Merger Agreement (“Stockholder

Earnout Group”) on a pro rata basis if, on or prior to the fourth anniversary of the Closing, the VWAP (as defined in

the Merger Agreement) of the Company’s Common Stock equals or exceeds $12.50 per share (subject to adjustment for stock splits,

reverse stock splits and other similar events of recapitalization) for 30 of any 40 consecutive trading days commencing after the

Closing on the Nasdaq;

addition to the issuance of Earnout Shares contemplated by the immediately preceding clause bullet, an additional one-quarter of

the Earnout Shares will be issued to each member of the Stockholder Earnout Group on a pro rata basis if, on or prior to the

fourth anniversary of the Closing the VWAP of the Company’s Common Stock equals or $15.00 per share (subject to adjustment)

for 30 of any 40 consecutive trading days commencing after the Closing on the Nasdaq;

addition to the issuance of Earnout Shares contemplated by the immediately preceding bullets, an additional one-quarter of the Earnout

Shares will be issued to each member of the Stockholder Earnout Group on a pro rata basis if, on or prior to the fourth anniversary

of the Closing the VWAP of the Company’s Common Stock equals or $17.50 per share (subject to adjustment) for 30 of any 40 consecutive

trading days commencing after the Closing on the Nasdaq;

addition to the issuance of Earnout Shares contemplated by the immediately preceding bullets, an additional one-quarter of the Earnout

Shares will be issued to each member of the Stockholder Earnout Group on a pro rata basis if, on or prior to the fourth anniversary

of the Closing the VWAP of the Company’s Common Stock equals or $20.00 per share (subject to adjustment) for 30 of any 40 consecutive

trading days commencing after the Closing on the Nasdaq.

Each Triggering

Event described above will only occur once, if at all, and in no event will the Stockholder Earnout Group be entitled to receive more

than an aggregate of 1,000,000 Earnout Shares.

Mana Redemptions and Conversion

In connection

with the Mana stockholder vote on the Business Combination, Mana stockholders redeemed an aggregate of 6,465,452 shares of Common Stock

for total redemption consideration of $ 65,310,892 which amount was paid out of the Investment Management Trust established in connection

with Mana’s initial public offering in November 2021 (the “Trust Account”).

At the Closing of the Business Combination,

all outstanding Public Rights automatically converted into one-seventh of a share of Common Stock, or 928,571 shares of Common Stock.

The separate trading of Units and Public Rights of Mana was terminated upon the closing of the Business Combination.

The foregoing

description of the Business Combination does not purport to be complete and is qualified in its entirety by the full text of the Business

Combination Agreement, which is attached as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company on October 31, 2022 and

is incorporated herein by reference.

Prior to the Business Combination

As of September

30, 2022 and December 31, 2021, the Company had not commenced any operations.

All activity for the nine months ended September 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 Offering”), which is described below.

The Company will not generate any operating revenues until

after the completion of its initial Business Combination, at the earliest.

The Company will generate non-operating income in the form

of interest income from the proceeds derived from the Initial Public Offering.

The Company has selected December 31 as its fiscal year

The registration

statement for the Company’s Initial Public Offering (the “Registration Statement”) was declared effective on November

On November 26, 2021, the Company consummated the Initial Public Offering (“IPO”) of 6,200,000 units at $ 10.00

per unit (“Units” and, with respect to the common stock included in the Units being offered, the “Public Shares”),

generating gross proceeds of $ 62,000,000 , which is described in Note 3.

Simultaneously

with the closing of the Initial Public Offering, the Company consummated the sale of 2,500,000 warrants (the “Private Placement

Warrants”) at a price of $ 1.00 per Private Placement Warrant for gross proceeds of $ 2,500,000 in a private placement transaction

to Mana Capital, LLC (the “Sponsor”), which is described in Note 4.

In connection

with the Initial Public Offering, the underwriters were granted a 45-day option from the date of the prospectus (the “Over-Allotment

Option”) to purchase up to 930,000 additional units to cover over-allotments (the “Option Units”), if any.

30, 2021, the underwriters purchased an additional 300,000 Option Units pursuant to the partial exercise of the Over-Allotment Option.

The Option Units were sold at an offering price of $ 10.00 per Unit, generating additional gross proceeds to the Company of $ 3,000,000 .

Pursuant to the Second Amended and Restated Subscription Agreement between the Sponsor and the Company, the Company issued the Sponsor

a total of 75,000 shares of Common Stock in connection with the partial exercise by the underwriters of the Over-Allotment Option.

the closing of the Initial Public Offering on November 26, 2021, an amount of $ 62,000,000 ($ 10.00 per Unit) from the net proceeds of

the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants in the Private Placement (as defined

in Note 4) was placed in the Trust Account.

Following the closing of underwriters’ exercise of over-allotment option on November

30, 2021, an additional $ 3,000,000 of net proceeds was place in the Trust Account, bringing the aggregate proceeds hold in the Trust

Account to $ 65,000,000 .

held in the Trust Account may be invested in U.S.

government securities, within the meaning set forth in Section 2(a)(16) of the Investment

Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended

investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment

Company Act, as determined by the Company, until the earlier of:

(i) the completion of a Business Combination or (ii) the distribution

of the Trust Account, as described below.

Concern Consideration

expects to incur significant costs in pursuit of its financing and acquisition plans.

In connection with the Company’s assessment

of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties

about an Entity’s Ability to Continue as a Going Concern,” management has determined that if the Company is unsuccessful

in consummating an initial Business Combination within the prescribed period of time from the closing of the IPO, the requirement that

the Company cease all operations, redeem the public shares and thereafter liquidate and dissolve raises substantial doubt about the ability

to continue as a going concern.

The balance sheet does not include any adjustments that might result from the outcome of this uncertainty.

Management has determined that

the Company has funds that are sufficient to fund the working capital needs of the Company until the consummation of an initial Business

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 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 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

Management has determined that the Company has funds that are sufficient to fund the working capital needs of the Company until the consummation

of an initial Business Combination or the winding up of the Company as stipulated in the Company’s amended and restated memorandum

of association.

The 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.

and Uncertainties

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.

NOTE 2 — SUMMARY OF

SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

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.

Interim results are not necessarily indicative of results to

be expected for any other interim period or for the full year.

The information included in this Form 10-Q should be read in conjunction

with information included in the Company’s annual report on Form 10-K for the year ended December 31, 2021, filed with the Securities

and Exchange Commission on March 31, 2022.

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.

Interim results are not necessarily

indicative of results to be expected for any other interim period or for the full year.

The information included in this Form 10-Q should

be read in conjunction with information included in the Company’s annual report on Form 10-K for the year ended December 31, 2021,

filed with the Securities and Exchange Commission on March 31, 2022.

Emerging Growth Company

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

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 independent registered public accounting firm attestation requirements of Section

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.

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

Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies

(that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered

under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company

can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but

any such election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition period which means that

when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging

growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison

of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth

company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting

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 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 independent registered public accounting firm attestation

requirements of Section 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.

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting

standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do

not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are

required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company can elect to opt out

of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election

to opt out is irrevocable.

The Company has elected not to opt out of such extended transition period which means that when a standard

is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company,

can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the

Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company

which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting

standards used.

Use of Estimates

The preparation of financial statements

in conformity with US GAAP requires the Company’s management 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 expenses during the reporting period.

The preparation

of financial statements in conformity with US GAAP requires the Company’s management 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 expenses during the reporting period.

Making estimates requires management to exercise significant judgment.

It is at least

reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the

financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future

confirming events.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at

the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one

or more future confirming events.

Accordingly, the actual results could differ significantly from those estimates.

The Company considers all short-term investments

with an original maturity of three months or less when purchased to be cash equivalents.

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

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

Cash held in Trust Account

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.

considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

had cash of $ 177,681 and $ 526,625 and no cash equivalents as of September 30, 2022 and December 31, 2021 respectively.

Held in Trust Account

30, 2022 and December 31, 2021, the Company had $ 65,573,383 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.

The Company classifies its U.S.

and equivalent securities as held-to-maturity in accordance with ASC Topic 320 “Investments — Debt and Equity Securities.”

Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity.

Held-to-maturity

treasury securities are recorded at amortized cost on the accompanying balance sheet and adjusted for the amortization or accretion of

premiums or discounts.

Offering Costs associated with a Public

The Company complies with the requirements

of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering.” Offering

costs of $397,431 consist principally of costs such as legal, accounting and other advisory fees incurred in connection with the Initial

classifies its U.S.

Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 320 “Investments —

Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold

until maturity.

Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheet and adjusted for

the amortization or accretion of premiums or discounts.

Costs Associated with a Public Offering

complies with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses

of Offering.” Offering costs of $397,431 consist principally of costs such as legal, accounting and other advisory fees incurred

in connection with the Initial Public Offering.

Such, costs were charged to stockholders’ equity upon completion of the Initial

Public Offering.

Such, costs were charged to stockholders’ equity upon completion of the Initial Public Offering.

The Company accounts for warrants as either

equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative

guidance in Financial Accounting Standards Board (“FASB”) ASC 480 “Distinguishing Liabilities from Equity” (“ASC

480”) and ASC 815, Derivatives and Hedging (“ASC 815”).

The assessment considers whether the warrants are freestanding

financial instruments pursuant to ASC 480, whether they meet the definition of a liability pursuant to ASC 480, and whether the warrants

meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s

own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside

of the Company’s control, among other conditions for equity classification.

This assessment, which requires the use of professional

judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued or modified warrants that meet

all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance.

For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded

as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter.

Changes in the estimated fair

value of the warrants are recognized as a non-cash gain or loss on the statements of operations.

(See Note 9).

Common stock subject to possible redemption

The Company accounts for its shares subject

to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing

Liabilities from Equity.” Shares subject to mandatory redemption (if any) is classified as a liability instrument and is measured

at fair value.

Conditionally redeemable shares of common stock (including shares of common stock that feature redemption rights that are

either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s

control) is classified as temporary equity.

At all other times, shares are classified as stockholders’ equity.

The Company’s

shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of

uncertain future events.

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

balance sheet.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable

common stock to equal the redemption value at the end of each reporting period.

Increases or decreases in the carrying amount of redeemable

common stock are affected by charges against additional paid in capital or accumulated deficit if additional paid in capital equals to

The Company complies with the accounting

and reporting requirements of ASC Topic 740 “Income Taxes,” which requires an asset and liability approach to financial accounting

and reporting for income taxes.

Deferred income tax assets and liabilities are computed for differences between the financial statement

and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates

applicable to the periods in which the differences are expected to affect taxable income.

Valuation allowances are established, when necessary,

to reduce deferred tax assets to the amount expected to be realized.

ASC 740 also clarifies the accounting for

uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement

process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.

also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.

In assessing realizable deferred tax assets,

management assesses the likelihood that deferred tax assets will be recovered from future taxable income, and to the extent that recovery

is not likely or there is insufficient operating history, a valuation allowance is established.

The Company adjusts the valuation allowance

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 June 30, 2022 and December 31, 2021,

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

Interest or penalties, if any, will be recognized

in income tax expense.

Since there are no significant unrecognized tax benefits as a result of tax positions taken, there are no accrued

penalties or interest.

Tax positions are positions taken in a previously filed tax return or positions expected to be taken in a future

tax return that are reflected in measuring current or deferred income tax assets and liabilities reported in the financial statements.

The Company reflects tax benefits, only

if it is more likely than not that the Company will be able to sustain the tax return position, based on its technical merits.

benefit meets this criterion, it is measured and recognized based on the largest amount of benefit that is cumulatively greater than 50%

likely to be realized.

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

examination by federal, state and city taxing authorities in the areas of income taxes.

These potential examinations may include questioning

the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax

The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the

next twelve months.

The Company is incorporated in the State

of Delaware and is required to pay franchise taxes to the State of Delaware on an annual basis.

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

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

Financial instruments that potentially

subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed

the Federal Depository Insurance Coverage of $ 250,000 .

accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific

terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) ASC 480 “Distinguishing

Liabilities from Equity” (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”).

The assessment considers

whether the warrants are freestanding financial instruments pursuant to ASC 480, whether they meet the definition of a liability pursuant

to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants

are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement”

in a circumstance outside of the Company’s control, among other conditions for equity classification.

This assessment, which requires

the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while

the warrants are outstanding.

or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component

of equity at the time of issuance.

For issued or modified warrants that do not meet all the criteria for equity classification, the warrants

are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter.

Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations.

Stock Subject to Possible Redemption

accounts for its shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”)

Topic 480 “Distinguishing Liabilities from Equity.” Shares subject to mandatory redemption (if any) is classified as a liability

instrument and is measured at fair value.

Conditionally redeemable shares of common stock (including shares of common stock that feature

redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not

solely within the Company’s control) is classified as temporary equity.

At all other times, shares are classified as stockholders’

The Company’s shares feature certain redemption rights that are considered to be outside of the Company’s control

and subject to occurrence of uncertain future events.

Accordingly, as of September 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 balance sheet.

The Company recognizes changes in redemption value immediately as they occur and

adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period.

decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital or accumulated

deficit if additional paid in capital equals to zero.

complies with the accounting and reporting requirements of ASC Topic 740 “Income Taxes,” which requires an asset and liability

approach to financial accounting and reporting for income taxes.

Deferred income tax assets and liabilities are computed for differences

between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based

on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income.

Valuation allowances

are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes

a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected

to be taken in a tax return.

For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination

by taxing authorities.

ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim

period, disclosure and transition.

realizable deferred tax assets, management assesses the likelihood that deferred tax assets will be recovered from future taxable income,

and to the extent that recovery is not likely or there is insufficient operating history, a valuation allowance is established.

adjusts the valuation allowance in the period management determines it is more likely than not that net deferred tax assets will or will

not be realized.

As of September 30, 2022, the Company determined that a valuation allowance should be established.

As of September

30, 2022 and December 31, 2021, the Company did not recognize any assets or liabilities relative to uncertain tax positions.

or penalties, if any, will be recognized in income tax expense.

Since there are no significant unrecognized tax benefits as a result

of tax positions taken, there are no accrued penalties or interest.

Tax positions are positions taken in a previously filed tax return

or positions expected to be taken in a future tax return that are reflected in measuring current or deferred income tax assets and liabilities

reported in the financial statements.

reflects tax benefits, only if it is more likely than not that the Company will be able to sustain the tax return position, based on

its technical merits.

If a tax benefit meets this criterion, it is measured and recognized based on the largest amount of benefit that

is cumulatively greater than 50% likely to be realized.

Management does not believe that there are any uncertain tax positions at September

30, 2022 and December 31, 2021.

may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes.

These potential examinations

may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with

federal, state and city tax laws.

The Company’s management does not expect that the total amount of unrecognized tax benefits will

materially change over the next twelve months.

is incorporated in the State of Delaware and is required to pay franchise taxes to the State of Delaware on an annual basis.

The franchise

tax of $ 150,000 and $ 124,434 were expensed for the nine months ended September 30, 2022 and for the period from May 19, 2021 (inception)

through December 31, 2021, respectively.

Concentration

of Credit Risk

instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution,

which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 .

The Company has not experienced losses on this account.

Fair value of financial instruments

The fair value of the Company’s assets

and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements” approximates the carrying

amounts represented in the balance sheet, partially due to their short-term nature.

Fair value is defined as the price that

would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the

measurement date.

US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.

hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements)

and the lowest priority to unobservable inputs (Level 3 measurements).

Value of Financial Instruments

value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements”

approximates the carrying amounts represented in the balance sheet, partially due to their short-term nature.

is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between

market participants at the measurement date.

US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used

in measuring fair value.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets

or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

These tiers include:

• Level 1, defined as observable

inputs such as quoted prices (unadjusted) for identical instruments in active markets;

• Level 2, defined as inputs

other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments

in active markets or quoted prices for identical or similar instruments in markets that are not active;

• Level 3, defined as unobservable

inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived

from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

Net Income (Loss) per Share

The Company complies with accounting and

disclosure requirements of FASB ASC 260, Earnings Per Share.

In order to determine the net income (loss) attributable to both the redeemable

shares and non-redeemable shares, the Company first considered the undistributed income (loss) allocable to both the redeemable common

stock and non-redeemable common stock and the undistributed income (loss) is calculated using the total net loss less any dividends paid.

The Company then allocated the undistributed income (loss) ratably based on the weighted average number of shares outstanding between

the redeemable and non-redeemable common stock.

Any remeasurement of the accretion to redemption value of the common stock subject to

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

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

share, since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would

be anti-dilutive and the Company did not have any other dilutive securities and other contracts that could, potentially, be exercised

or converted into common stock and then share in the earnings of the Company.

As a result, diluted income (loss) per share is the same

as basic (income) loss per share for the period presented.

Recent Accounting Standards

Management does not believe that any recently

issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial

NOTE 3 — INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering on

November 26, 2021, the Company sold 6,200,000 Units at a price of $ 10.00 per Unit, which does not include the 45-day option of the exercise

of the underwriters’ 930,000 over-allotment option.

On November 30, 2021, the underwriters purchased an additional 300,000 Option

Units pursuant to the partial exercise of the Over-Allotment Option.

The Option Units were sold at an offering price of $ 10.00 per Unit,

generating additional gross proceeds to the Company of $ 3,000,000 .

Each Unit consists of one share of Common stock, one-half of one redeemable

warrant (“Public Warrant”), and one right entitling the holder thereof to receive one-seventh (1/7) of a share of common stock

upon consummation of our initial Business Combination (“Public Right”).

Each whole Public Warrant entitles the holder to purchase

one share of Common stock at a price of $ 11.50 per share, subject to adjustment (see Note 8).

The remaining 630,000 Option Units expired

on November 30, 2021.

Transaction costs in connection with the Initial Public Offering and the issuance and sale of Option Units amounted

to $ 1,697,431 consisting of $ 1,300,000 of underwriting fees, and $ 397,431 of other offering costs.

Each unit has an offering price of $10.00 and

consists of one share of the Company’s common stock and one-half of one redeemable warrant and one right entitling the holder thereof

to receive one-seventh (1/7) of a share of common stock upon consummation of the initial Business Combination.

The Company will not issue

fractional shares.

1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices

for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;

3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions,

such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

(Loss) per Share

complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share.

In order to determine the net income (loss)

attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss) allocable

to both the redeemable common stock and non-redeemable common stock and the undistributed income (loss) is calculated using the total

net loss less any dividends paid.

The Company then allocated the undistributed income (loss) ratably based on the weighted average number

of shares outstanding between the redeemable and non-redeemable common stock.

Any remeasurement of the accretion to redemption value

of the common stock subject to possible redemption was considered to be dividends paid to the public stockholders.

For the nine months

ended September 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 share, since the exercise of the warrants is contingent upon the occurrence of future events and the

inclusion of such warrants would be anti-dilutive and the Company did not have any other dilutive securities and other contracts that

could, potentially, be exercised or converted into common stock and then share in the earnings of the Company.

As a result, diluted income

(loss) per share is the same as basic (income) loss per share for the period presented.

Accounting Standards

does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect

on the Company’s financial statements.

3 — INITIAL PUBLIC OFFERING

to the Initial Public Offering on November 26, 2021, the Company sold 6,200,000 Units at a price of $ 10.00 per Unit, which does not include

the 45-day option of the exercise of the underwriters’ over-allotment option for the purchase of up to 930,000 additional Units

(the “Option Units”).

On November 30, 2021, the underwriters purchased 300,000 Option Units pursuant to the partial exercise

of the Over-Allotment Option.

The Option Units were sold at an offering price of $ 10.00 per Unit, generating additional gross proceeds

to the Company of $ 3,000,000 .

Each Unit consists of one share of common stock, one-half of one redeemable warrant (“Public Warrant”),

and one right entitling the holder thereof to receive one-seventh (1/7) of a share of common stock upon consummation of our initial business

combination (“Public Right”).

Each whole Public Warrant entitles the holder to purchase one share of common stock at a price

of $ 11.50 per share, subject to adjustment (see Note 9).

The remaining

630,000 Option Units were expired on November 30, 2021.

Transaction costs in connection with the Initial Public Offering and the issuance

and sale of Option Units amounted to $ 1,697,431 , consisting of $ 1,300,000 of underwriting fees, and $ 397,431 of other offering costs.

had an offering price of $10.00 and consisted of one share of the Company’s common stock and one-half of one redeemable warrant

and one right entitling the holder thereof to receive one-seventh (1/7) of a share of common stock upon consummation of the initial business

The Company will not issue fractional shares.

As a result, the warrants must be exercised in multiples of one whole warrant.

Each whole warrant entitles the holder

thereof to purchase one share of the Company’s common stock at a price of $ 11.50 per share, and only whole warrants are exercisable.

The warrants will become exercisable on the later of 30 days after the completion of the Company’s initial Business Combination

or 12 months from the closing of the Initial Public Offering, and will expire five years after the completion of the Company’s initial

Business Combination or earlier upon redemption or liquidation.

All of the 6,500,000 public shares sold as

part of the Public Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such public shares

if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to

the Company’s amended and restated certificate of incorporation, or in connection with the Company’s liquidation.

In accordance

with the Securities and Exchange Commission (the “SEC”) and its staff’s guidance on redeemable equity instruments, which

has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to

redemption to be classified outside of permanent equity.

NOTE 4 — PRIVATE PLACEMENTS

Simultaneously with the closing of the

Initial Public Offering, the Company consummated the private sale (the “Private Placement”) to the Sponsor of an aggregate

of 2,500,000 Private Placement Warrants at a price of $ 1.00 per Private Placement Warrant ($ 2,500,000 ).

Each Private Placement Warrant

is exercisable to purchase one share of common stock at a price of $ 11.50 per share, subject to adjustment.

A portion of the proceeds from the Private

Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account.

If the Company does not complete

a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account

will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants

will be worthless.

The Sponsor and the Company’s officers

and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30

days after the completion of the initial Business Combination.

NOTE 5 — RELATED PARTIES

Founder Shares

On June 22, 2021, the Sponsor received

1,437,500 shares of the Company’s Common stock (the “Founder Shares”) for $ 25,000 .

Subsequently, in September 2021,

the Company amended the terms of this subscription agreement to issue the Sponsor an additional 62,500 Founder Shares.

In November 2021,

the Company issued the Sponsor an additional 50,000 shares of Common stock for no additional consideration, following which the Sponsor

held 1,550,000 Founder Shares so that the Founder Shares will account for, in the aggregate, 20% of the issued and outstanding shares

after the Initial Public Offering.

Each whole warrant entitles the holder thereof to purchase one share of the Company’s common stock at a price of $ 11.50 per share,

and only whole warrants are exercisable.

The warrants will become exercisable on the later of 30 days after the completion of the Company’s

initial Business Combination or 12 months from the closing of the Initial Public Offering and will expire five years after the completion

of the Company’s initial Business Combination or earlier upon redemption or liquidation.

6,500,000 public shares sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption

of such public shares if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with

certain amendments to the Company’s amended and restated certificate of incorporation, or in connection with the Company’s

In accordance with the Securities and Exchange Commission (the “SEC”) and its staff’s guidance on redeemable

equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require

common stock subject to redemption to be classified outside of permanent equity.

4 — PRIVATE PLACEMENT

Simultaneously

with the closing of the Initial Public Offering, the Company consummated the private sale (the “Private Placement”) to the

Sponsor of an aggregate of 2,500,000 Private Placement Warrants at a price of $ 1.00 per Private Placement Warrant ($ 2,500,000 ).

Private Placement Warrant is exercisable to purchase one share of common stock at a price of $ 11.50 per share, subject to adjustment.

of the proceeds from the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account.

If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement

Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable

law) and the Private Placement Warrants will be worthless.

and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private

Placement Warrants until 30 days after the completion of the initial Business Combination.

5 — RELATED PARTIES

22, 2021, the Sponsor received 1,437,500 shares of the Company’s common stock (the “Founder Shares”) for $ 25,000 .

Subsequently,

in September 2021, the Company amended the terms of this subscription agreement to issue the Sponsor an additional 62,500 Founder Shares.

In November 2021, the Company issued the Sponsor an additional 50,000 shares of common stock for no additional consideration, following

which the Sponsor held 1,550,000 Founder Shares so that the Founder Shares will account for, in the aggregate, 20% of the issued and

outstanding shares after the Initial Public Offering.

All share amounts have been retroactively restated to reflect this adjustment.

In November 2021, the

Company amended the terms of the subscription agreement and agreed to issue the Sponsor up to an additional 232,500 Founder Shares, in

the event the over-allotment is exercised in full.

On November 30, 2021 the Company issued the founder a total of 75,000 shares of Common

Stock in connection with the partial exercise by the underwriters of the Over-Allotment Option.

The remaining 157,500 shares of common

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

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

Founder Shares issued and outstanding.

The aggregate capital contribution was $ 25,000 , or approximately $0.02 per share.

The number of Founder Shares issued was

determined based on the expectation that such Founder Shares would represent 20% of the outstanding shares upon completion of the Initial

Public Offering.

The holders of the Founder Shares have

agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of:

months after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price

of the Common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations

and the like) for any 20 trading days within any 30-trading day period commencing after a Business Combination, or (y) the date on which

the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Public Stockholders

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

Related Party Loans

In order to finance transaction costs in

connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors

may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”).

Such Working Capital Loans

would be evidenced by promissory notes.

The notes may be repaid upon completion of a Business Combination, without interest, or, at the

lender’s discretion, up to $2,400,000 of the notes may be converted upon completion of a Business Combination into warrants at a

price of $1.00 per warrant.

In November 2021, the Company amended the terms of the subscription agreement and agreed to issue the Sponsor up to an additional 232,500

Founder Shares, in the event the over-allotment is exercised in full.

On November 30, 2021 the Company issued the founder a total of

75,000 shares of Common Stock in connection with the partial exercise by the underwriters of the Over-Allotment Option.

The remaining

157,500 shares of common stock issuable pursuant to the Second Amended and Restated Subscription Agreement were not issued.

As of September

30, 2022, there were 1,625,000 Founder Shares issued and outstanding.

The aggregate capital contribution was $ 25,000 , or approximately

$0.02 per share.

of Founder Shares issued was determined based on the expectation that such Founder Shares would represent 20% of the outstanding shares

upon completion of the Initial Public Offering.

of the Founder Shares have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the

earlier to occur of:

(A) six months after the completion of a Business Combination and (B) subsequent to a Business Combination, (x)

if the last reported sale price of the common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations,

reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after a Business

Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction

that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other

to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the

Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital

Such Working Capital Loans would be evidenced by promissory notes.

The notes may be repaid upon completion of a Business

Combination, without interest, or, at the lender’s discretion, up to $2,400,000 of the notes may be converted upon completion of

a Business Combination into warrants at a price of $1.00 per warrant.

Such warrants would be identical to the Private Placement Warrants.

In the event that a Business Combination

does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds

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

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

the Working Capital Loans.

NOTE 6 — INVESTMENTS HELD IN TRUST

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.

In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to

repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

As of September

30, 2022, there was no amount outstanding under the Working Capital Loans.

6 — INVESTMENTS HELD IN TRUST ACCOUNT

As of September

30, 2022 and December 31, 2021, assets held in the Trust Account were comprised of $ 65,573,383 and $ 65,000,484 , respectively, in mutual

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 June 30, 2022 and indicates the fair value hierarchy of

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

The following

table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2022

and December 31, 2021 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

June 30, 2022

December 31, 2021

Trust Account - U.S.

Treasury Securities Money

NOTE 7— COMMITMENTS AND CONTINGENCIES

Registration Rights

The Company will enter into a registration

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 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.

The holders of these securities

will be entitled to make up to two demands, excluding short form registration demands, that the Company register such securities.

the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion

of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities

The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company granted the underwriters a

45-day option from the date of the Initial Public Offering to purchase up to 930,000 additional Units to cover over-allotments, if any,

at the Initial Public Offering price less the underwriting discounts and commissions to the extent provided for in the underwriting agreement.

On November 30, 2021, the underwriters purchased an additional 300,000 Option Units pursuant to the partial exercise of the Over-Allotment

The Company paid an underwriting discount of 2.00 % of the gross proceeds of the Initial Public Offering and the sale of Option

Units or $ 1,300,000 to the underwriters at the closing of the Initial Public Offering and the sale of Option Units.

NOTE 8 — STOCKHOLDERS’ EQUITY

Preferred Stock — The Company

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

As of June 30, 2022, there were no

shares of preferred stock issued or outstanding.

Common Stock — The Company

is authorized to issue 300,000,000 shares of Common stock with a par value of $ 0.00001 per share.

Holders of Common stock are entitled

to one vote for each share.

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.

Rights — Except in cases where

the Company is not the surviving company in a Business Combination, each holder of a Public Right will automatically receive one-seventh

(1/7) of one share of common stock upon consummation of a Business Combination, even if the holder of a Public Right converted all shares

held by him, her or it in connection with a Business Combination or an amendment to the Company’s Amended and Restated Certificate

of Incorporation with respect to its pre-business combination activities.

In the event that the Company will not be the surviving company

upon completion of a Business Combination, each holder of a Public Right will be required to affirmatively convert his, her or its rights

in order to receive the one-seventh (1/7) of a share underlying each Public Right upon consummation of the Business Combination.

will not issue fractional shares in connection with an exchange of Public Rights.

Fractional shares will either be rounded down to the

nearest whole share or otherwise addressed in accordance with the applicable provisions of the Delaware General Corporation Law.

result, the holders of the Public Rights must hold rights in multiples of seven in order to receive shares for all of the holders’

rights upon closing of a Business Combination.

Warrants — Public Warrants

may only be exercised for a whole number of shares.

No fractional warrants will be issued upon separation of the Units and only whole

warrants will trade.

The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination

and (b) 12 months from the closing of the Initial Public Offering.

The Public Warrants will expire five years after the completion of

a Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver

any shares of Common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a

registration statement under the Securities Act covering the issuance of the shares of Common stock issuable upon exercise of the warrants

is then effective and a current prospectus relating to those shares of Common stock is available, subject to the Company satisfying its

obligations with respect to registration, or a valid exemption from registration is available.

No warrant will be exercisable for cash

or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless

the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of residence of the exercising

holder, or an exemption from registration is available.

The Company has agreed that as soon as

practicable, but in no event later than 30 days after the closing of a Business Combination, the Company will use its commercially reasonable

efforts to file, and within 90 days following a Business Combination to have declared effective, a registration statement covering the

issuance of the shares of Common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares

of Common stock until the warrants expire or are redeemed.

Notwithstanding the above, if the Common stock is at the time of any exercise

of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under

Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants

to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects,

the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts

to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Redemption of Warrants When the Price per

Share of Common stock Equals or Exceeds $ 18.00 — Once the warrants become exercisable, the Company may redeem the outstanding Public

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.

The redemption price for the warrants shall

be either (i) if the holder of a warrant has followed the procedures specified in our notice of redemption and surrendered the warrant,

the number of shares of common stock as determined in accordance with the “cashless exercise” provisions of the warrant agreement

or (ii) if the holder of a warrant has not followed such procedures specified in our notice of redemption, the price of $ 0.01 per warrant.

If the Company calls the warrants for redemption,

all holders that wish to exercise warrants can do so by paying the cash exercise price or on a “cashless” basis.

elects to exercise the warrant on a “cashless” basis, such a holder would pay the exercise price by surrendering the warrants

for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common

stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value”

(defined below) by (y) the fair market value.

The “fair market value” shall mean the average reported last sale price of our

common stock for the 5 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the

holders of warrants.

Alternatively, a warrant holder may request that we redeem his, her or its warrants by surrendering such warrants

and receiving the redemption price of such number of shares of common stock determined as if the warrants were exercised on a “cashless”

If the holder neither exercises his, her or its warrants nor requests redemption on a “cashless” basis, then on or

after the redemption date, a record holder of a warrant will have no further rights except to receive the cash redemption price of $0.01

for such holder’s warrant upon surrender of such warrant.

The right to exercise the warrant will be forfeited unless the warrants

are exercised prior to the date specified in the notice of redemption.

The exercise price and number of common

stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend,

extraordinary dividend or recapitalization, reorganization, merger or consolidation.

However, except as described below, the Public Warrants

will not be adjusted for issuances of common stock at a price below its exercise price.

Additionally, in no event will the Company be

required to net cash settle the Public Warrants.

If the Company is unable to complete a Business Combination within the Combination Period

and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect

to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with

respect to such Public Warrants.

Treasury Securities Mutual Funds

7 — PROMISSORY NOTES

23, 2022, an aggregate of $ 216,667 (the “First Extension Payment”) was deposited into the Trust Account in order to extend

the time available to it to consummate the initial business combination for a period of one month from August 26, 2022 to September 26,

On September 23, 2022, an aggregate of $ 216,667 (the “Second Extension Payment” and together with the First Extension

Payment, collectively, the “Extension Payments”) was deposited into the Trust Account in order to extend the time available

to it to consummate the initial business combination for an additional one month period, from September 26, 2022 to October 26, 2022.

As of September 30, 2022, the Company had an outstanding loan balance of $ 433,334 .

Legacy Cardio

loaned the Extension Payments to the Company in order to support the Extension and caused the Extension Payments to be deposited in the

Company’s Trust Account for the benefit of its public stockholders.

On August 23, 2022 and September 23, 2022, the Company issued

to Legacy Cardio promissory notes in the aggregate principal amount equal to the Extension Payments.

The promissory notes were non-interest

bearing and payable on the earlier of (a) the date that the Company consummates the Business Combination or (b) the termination of the

Merger Agreement.

Upon consummation of the Business Combination, the principal amount of the notes shall be converted into common stock

of the Company at a conversion price of $ 10.00 per share and will be issuable upon conversion of such notes proportionately to Legacy

Cardio stockholders at Closing.

8— COMMITMENTS AND CONTINGENCIES

entered into a registration 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 is required to 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.

holders of these securities are entitled to make up to two demands, excluding short form registration demands, that the Company register

such securities.

In addition, the holders have certain “piggy-back” registration rights with respect to registration statements

filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities pursuant

to Rule 415 under the Securities Act.

The Company will bear the expenses incurred in connection with the filing of any such registration

granted the underwriters a 45-day option from the date of the Initial Public Offering to purchase up to 930,000 additional Units to cover

over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions to the extent provided

for in the underwriting agreement.

On November 30, 2021, the underwriters purchased an additional 300,000 Option Units pursuant to the

partial exercise of the Over-Allotment Option.

The Company paid an underwriting discount of 2.00 % of the gross proceeds of the Initial

Public Offering and the sale of Option Units or $ 1,300,000 to the underwriters at the closing of the Initial Public Offering and the

sale of Option Units.

9 — STOCKHOLDERS’ EQUITY

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

of September 30, 2022, there were no shares of preferred stock issued or outstanding.

Stock — The Company is authorized to issue 300,000,000 shares of common stock with a par value of $ 0.00001 per share.

of common stock are entitled to one vote for each share.

As of September 30, 2022, there were 1,625,000 (excluding 6,500,000 shares subject

to possible redemption) shares of common stock issued and outstanding.

— Except in cases where the Company is not the surviving company in a Business Combination, each holder of a Public Right will

automatically receive one-seventh (1/7) of one share of common stock upon consummation of a Business Combination, even if the holder

of a Public Right converted all shares held by him, her or it in connection with a Business Combination or an amendment to the Company’s

Amended and Restated Certificate of Incorporation with respect to its pre-business combination activities.

In the event that the Company

will not be the surviving company upon completion of a Business Combination, each holder of a Public Right will be required to affirmatively

convert his, her or its rights in order to receive the one-seventh (1/7) of a share underlying each Public Right upon consummation of

the Business Combination.

The Company will not issue fractional shares in connection with an exchange of Public Rights.

Fractional shares

will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of the Delaware

General Corporation Law.

As a result, the holders of the Public Rights must hold rights in multiples of seven in order to receive shares

for all of the holders’ rights upon closing of a Business Combination.

— Public Warrants may only be exercised for a whole number of shares.

No fractional warrants will be issued upon separation

of the Units and only whole warrants will trade.

The Public Warrants will become exercisable on the later of (a) 30 days after the completion

of a Business Combination or (b) 12 months from the closing of the Initial Public Offering.

The Public Warrants will expire five years

after the completion of a Business Combination or earlier upon redemption or liquidation.

will not be obligated to deliver any shares of common stock pursuant to the exercise of a warrant and will have no obligation to settle

such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of common stock issuable

upon exercise of the warrants is then effective and a current prospectus relating to those shares of common stock is available, subject

to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available.

will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to

exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of

the state of residence of the exercising holder, or an exemption from registration is available.

has agreed that as soon as practicable, but in no event later than 30 business days after the closing of a Business Combination, the

Company will use its commercially reasonable efforts to file, and within 90 days following a Business Combination to have declared effective,

a registration statement covering the issuance of the shares of common stock issuable upon exercise of the Public Warrants and to maintain

a current prospectus relating to those shares of common stock until the Public Warrants expire or are redeemed.

In the event the registration

statement has not been declared effective by the 90th day following the closing of the Merger, warrant holders will have the right, during

the period beginning on the 91st day after the closing of the Merger and ending on the date the SEC declares the registration statement

effective, and during any other period when the Company fails to maintain an effective registration statement covering the shares of

common stock issuable upon exercise of the Public Warrants, to exercise such warrants on a “cashless basis” as determined

in accordance with Section 3.3.2 of the Warrant Agreement.

of Warrants When the Price per Share of common stock Equals or Exceeds $ 18.00 — Once the Public Warrants become exercisable, the

Company may redeem the outstanding Public Warrants:

whole and not in part;

a minimum of 30 days’ prior written notice of redemption, or the 30-day redemption

period to each warrant holder;

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 Public Warrants shall be either (i) if the holder of a Public Warrant has followed the procedures specified in our notice

of redemption and surrendered the Public Warrant, the number of shares of common stock as determined in accordance with the “cashless

exercise” provisions of the warrant agreement or (ii) if the holder of a warrant has not followed such procedures specified in

our notice of redemption, the price of $ 0.01 per Public Warrant.

If the Company

calls the Public Warrants for redemption, all holders that wish to exercise such warrants can do so by paying the cash exercise price

or on a “cashless” basis.

If a holder elects to exercise the Public Warrant on a “cashless” basis, such a holder

would pay the exercise price by surrendering the Public Warrants for that number of shares of common stock equal to the quotient obtained

by dividing (x) the product of the number of shares of common stock underlying the Public Warrants, multiplied by the difference between

the exercise price of the Public Warrants and the “fair market value” (defined below) by (y) the fair market value.

market value” shall mean the average reported last sale price of our common stock for the five trading days ending on the third

trading day prior to the date on which the notice of redemption is sent to the holders of Public Warrants.

Alternatively, a warrant holder

may request that we redeem his, her or its Public Warrants by surrendering such warrants and receiving the redemption price of such number

of shares of common stock determined as if the Public Warrants were exercised on a “cashless” basis.

If the holder neither

exercises his, her or its Public Warrants nor requests redemption on a “cashless” basis, then on or after the redemption

date, a record holder of a Public Warrant will have no further rights except to receive the cash redemption price of $0.01 for such holder’s

Public Warrant upon surrender of such warrant.

The right to exercise Public Warrants will be forfeited unless such warrants are exercised

prior to the date specified in the notice of redemption.

price and number of common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in

the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation.

However, except as

described below, the Public Warrants will not be adjusted for issuances of common stock at a price below its exercise price.

Additionally,

in no event will the Company be required to net cash settle the Public Warrants.

If the Company is unable to complete a Business Combination

within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive

any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held

outside of the Trust Account with respect to such Public Warrants.

Accordingly, the Public Warrants may expire worthless.

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

stock issuable upon the exercise of the Private Placement Warrants are not transferable, assignable or saleable until 30 days after the

completion of a Business Combination, subject to certain limited exceptions.

The Company accounts for the 5,750,000

warrants issued in connection with the Initial Public Offering (including 3,250,000 Public Warrants and 2,500,000 Private Placement Warrants)

in accordance with the guidance contained in ASC 815-40.

The Company’s management has examined the public warrants and private warrants

and determined that these warrants qualify for equity treatment in the Company’s financial statements.

The Company accounted for

the warrant as an expense of the Initial Public Offering resulting in a charge directly to stockholders’ equity.

NOTE 9 — NET INCOME (LOSS) PER

The net income (loss) per share presented

in the unaudited condensed statement of operations is based on the following:

Placement Warrants purchased by the Sponsor at the time of the Initial Public Offering (See Note 4) are identical to the Public Warrants

underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the common stock issuable upon

the exercise of the Private Placement Warrants are not transferable, assignable or saleable until 30 days after the completion of a Business

Combination, subject to certain limited exceptions.

accounts for the 5,750,000 warrants issued in connection with the Initial Public Offering (comprised of 3,250,000 Public Warrants and

2,500,000 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40.

The Company’s management has examined

the Public Warrants and the Private Placement Warrants and determined that these warrants qualify for equity treatment in the Company’s

financial statements.

The Company accounted for the Public Warrants and the Private Placement Warrants as an expense of the Initial Public

Offering resulting in a charge directly to stockholders’ equity.

10 — NET INCOME (LOSS) PER SHARE

income (loss) per share presented in the unaudited statements of operations is based on the following:

Schedule of basic and diluted net loss per share

For the Three Months Ended

June 30, 2022

For the Six Months Ended

June 30, 2022

For the Three Months Ended September

For the Nine Months Ended September

Non-Redeemable

Basic and diluted net loss per share:

Allocation of net loss

$ ( 394,121 )

Basic and diluted net income (loss) per share:

Allocation of net income (loss)

$ ( 410,436 )

2 unchanged sentences

Weighted-average shares outstanding

Basic and diluted net loss per share

Basic and diluted net income (loss) per share

11 — SUBSEQUENT EVENTS

evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed consolidated

financial statements were issued.

Based upon this review, other than as described below, the Company did not identify any subsequent

events that would have required adjustment or disclosure in the condensed consolidated financial statements.

On October 25, 2022, the Company

completed its Business Combination with Cardio Diagnostics, Inc.

In connection with the Business

Combination, holders of 6,465,452 shares of common stock exercised their rights to redeem those shares for cash at an approximate price

of $ 10.10 per share, for an aggregate redemption value of approximately $ 65.3 million, which was paid to such holders on the Closing

As of the open of trading on

October 26, 2022, the Company’s common stock and Public Warrants, formerly those of Mana, began trading on The Nasdaq Capital Market

under the trading symbols “CDIO” and “CDIOW,” respectively.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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