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Item 2. Management’s Discussion and Analysis

2022-11-07 compared with 2022-08-10 · 258 added, 261 removed, 26 unchanged (95% of the section changed)

DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

the context requires otherwise, references to the “Company,” “we,” “us,” “our,” and “Mana”,

refer specifically to Mana Capital Acquisition Corp.

and its consolidated subsidiaries.

The following discussion and analysis

of our financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto

contained elsewhere in this Report.

Certain information contained in the discussion and analysis set forth below includes forward-looking

statements that involve risks and uncertainties.

Special Note Regarding

Forward-Looking Statements

Quarterly Report on Form 10-Q (“Report”), including the section entitled “Management’s Discussion and Analysis

of Financial Condition and Results of Operations,” contains forward-looking statements, within the meaning of the federal securities

laws, including the Private Securities Litigation Reform Act of 1995, regarding future events and the future results of the Company that

are based on current expectations, estimates, forecasts, and projections about the industry in which the Company operates and the beliefs

and assumptions of the management of the Company.

Words such as “expects,” “anticipates,” “targets,”

“goals,” “projects,” “intends,” “plans,” “believes,” “seeks,”

“estimates,” variations of such words, and similar expressions are intended to identify such forward-looking statements.

forward-looking statements are only predictions and are subject to risks, uncertainties and assumptions that are difficult to predict.

Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements.

Factors that might

cause or contribute to such differences include, but are not limited to, those discussed elsewhere in this Report, including under “Risk

Factors”, and in other reports the Company files with the Securities and Exchange Commission (“SEC”), which can be accessed

on the EDGAR section of the U.S.

Securities and Exchange Commission’s website at www.sec.gov, including the Company’s Annual

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

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

Management’s Discussion and Analysis of Financial Condition and Results of Operations

context requires otherwise, references to the “Company,” “we,” “us,” “our,” and “Mana”,

refer specifically to Cardio Diagnostics Holdings, Inc.

(formerly known as Mana Capital Acquisition Corp.) and its consolidated subsidiaries.

The following

discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial statements

and the notes thereto contained elsewhere in this Report.

Certain information contained in the discussion and analysis set forth below

includes forward-looking statements that involve risks and uncertainties.

Note Regarding Forward-Looking Statements

This Quarterly

Report on Form 10-Q (“Report”), including the section entitled “Management’s Discussion and Analysis of Financial

Condition and Results of Operations,” contains forward-looking statements, within the meaning of the federal securities laws, including

the Private Securities Litigation Reform Act of 1995, regarding future events and the future results of the Company that are based on

current expectations, estimates, forecasts, and projections about the industry in which the Company operates and the beliefs and assumptions

of the management of the Company.

Words such as “expects,” “anticipates,” “targets,” “goals,”

“projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,”

variations of such words, and similar expressions are intended to identify such forward-looking statements.

These forward-looking statements

are only predictions and are subject to risks, uncertainties and assumptions that are difficult to predict.

Therefore, actual results

may differ materially and adversely from those expressed in any forward-looking statements.

Factors that might cause or contribute to

such differences include, but are not limited to, those discussed elsewhere in this Report, including under “Risk Factors,”

and in other reports the Company files with the Securities and Exchange Commission (“SEC”), which can be accessed on the

EDGAR section of the SEC’s website at www.sec.gov, including the Company’s Annual Report on Form 10-K for the fiscal year

ended December 31, 2021 (under the heading “Risk Factors” and in other parts of that report) and in the Company’s Registration

Statement on Form S-4, filed on May 31, 2022 and as amended on July 27, 2022, August 23, 2022, September 15, 2022, October 4, 2022 and

October 5, 2022, and that was declared effective by the SEC on October 6, 2022 (the “S-4 Registration Statement”).

The following

discussion is based upon our unaudited Financial Statements included elsewhere in this Report, which have been prepared in accordance

5 unchanged sentences

Factors that could cause or contribute to these differences

include those discussed below and elsewhere in this Report, and in other reports we file with the SEC, and in our most recent Annual Report

on Form 10-K.

All references to years relate to the fiscal year ended December 31 of the particular year.

include those discussed below and elsewhere in this Report, and in other reports we file with the SEC, and in our most recent Annual

Report on Form 10-K and the S-4 Registration Statement.

All references to years relate to the fiscal year ended December 31 of the particular

All forward-looking

10 unchanged sentences

or revise publicly any forward-looking statements except as required by law.

We were formed on May 19,

2021 for the purpose of engaging in a merger, stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or other

similar business combination, which we refer to throughout this report as our initial business combination or our “Business Combination”,

with one or more businesses or entities with one or more target businesses.

Our efforts to identify a prospective target business will

not be limited to a particular industry or geographic region.

We intend to utilize cash derived from the proceeds of our initial public

offering and contemporaneous private placement and our securities, debt or a combination of cash, securities and debt, in effecting a

Business Combination.

The issuance of additional shares of common stock or preferred stock:

significantly reduce the equity interest of our stockholders;

subordinate the rights of holders of shares of common stock if we issue shares of preferred stock with rights senior to those afforded

to our shares of common stock;

likely cause a change in control if a substantial number of our shares of common stock are issued, which may affect, among other things,

our ability to use our net operating loss carry forwards, if any, and most likely will also result in the resignation or removal of our

present officers and directors;

adversely affect prevailing market prices for our securities.

Similarly, if we issue

debt securities, it could result in:

and foreclosure on our assets if our operating revenues after a Business Combination are insufficient to pay our debt obligations;

• acceleration

of our obligations to repay the indebtedness even if we have made all principal and interest payments when due if the debt security contains

covenants that required the maintenance of certain financial ratios or reserves and we breach any such covenant without a waiver or renegotiation

of that covenant;

immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;

inability to obtain additional financing, if necessary, if the debt security contains covenants restricting our ability to obtain additional

financing while such security is outstanding;

inability to pay dividends on our common stock;

a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends

on our common stock if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;

• limitations

on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation;

• limitations

on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of

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

We have neither engaged in

any operations nor generated any revenues to date.

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

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

We are an emerging growth

company as defined in the JOBS Act.

As an emerging growth company, we have elected to delay the adoption of new or revised accounting

standards that have different effective dates for public and private companies until those standards apply to private companies.

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

Initial Business Combination

On May 27, 2022, the Company

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

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

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

Pursuant to the terms of the Merger

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

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

subsidiary of Mana Capital;

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

(the transactions contemplated

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

The aggregate consideration

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

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

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

of one share of Mana Capital Common Stock.

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

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

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

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

The Company has filed with

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

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

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

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

The Merger Agreement contains

customary representations, warranties and covenants by the parties thereto.

The Closing will be on a date to be specified by the Company

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

to the conditions as further described in the Merger Agreement, it is expected that the Closing will occur in the third quarter or fourth

quarter of 2022.

The Merger Agreement includes an outside Closing date of December 23, 2022.

Results of Operations

We have neither engaged in any

operations nor generated any revenues to date.

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

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

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

with the proposed Business Combination .

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

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

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

For the three months

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

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

in the Trust Account of $5,831.

For the six months ended

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

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

Account of $10,250.

Liquidity and Capital

On November 26, 2021, we consummated

the initial public offering of 6,200,000 units at a price of $10.00 per unit, generating gross proceeds of $62,000,000.

a blank check company incorporated on May 19, 2021 as a Delaware corporation for the purpose of effecting a merger, share exchange, asset

acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities.

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

We expect to continue to incur significant costs in the pursuit

of our acquisition plans.

The registration

statement for the Initial Public Offering of units (the “Units”) was declared effective on November 22, 2021.

Each Unit consisted

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

one-seventh of a share of common stock upon consummation of the initial business combination.

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 in the accompanying condensed

consolidated financial statements).

The Public 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.

26, 2021, we consummated our Initial Public Offering of 6,200,000 Units at $10.00 per Unit, generating gross proceeds of $62,000,000.

The underwriters were granted a 45-day option from the date of the final prospectus relating to the Initial Public Offering to purchase

up to 930,000 additional Units to cover over-allotments, if any, at $10.00 per Unit (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 sale of the

Option Units generated additional gross proceeds to the Company of $3,000,000.

The common stock sold in our Initial Public Offering is

subject to redemption

Simultaneously

with the closing of the initial public offering, we consummated the sale of an aggregate of 2,500,000 private warrants for a total purchase

price of $2,500,000 in a private placement to our sponsor.

On November 30, 2021, we sold an additional 300,000 units to the underwriter

pursuant to the partial exercise of the over-allotment option at an offering price of $10.00 per

unit, generating additional gross proceeds to the Company of $3,000,000, or $65,000,000 in total.

Following the initial public offering

and the sale of the private placement warrants, a total of $65,000,000 was placed in the Trust Account located in the United States and

we had $900,000 of cash held outside of the Trust Account, after payment of costs related to the Initial Public Offering, and available

for working capital purposes.

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

For the six months ended June

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

Net loss of $715,314 was affected by interest earned on marketable securities

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

For the period from May 19, 2021(inception)

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

Cash provided from financing activities was

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

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

As of June 30, 2022, we had cash

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

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

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

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

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

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

We may withdraw interest to pay taxes.

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

To the extent that our capital stock or debt

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

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

growth strategies.

As of June 30, 2022, we had cash

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

We intend to use the funds held outside the Trust Account primarily to identify and evaluate

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

or similar locations of prospective target businesses, review corporate documents and material agreements of prospective target businesses,

select the target business to acquire and structure, negotiate and complete a Business Combination.

In order to fund working capital

deficiencies or finance transaction costs in connection with an intended initial Business Combination, our founders, officers and directors

and their affiliates may, but are not obligated to, loan us funds as may be required.

If we complete our initial Business Combination,

we may repay such loaned amounts out of the proceeds of the Trust Account released to us.

In the event that our initial Business Combination

does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds

from our Trust Account would be used for such repayment.

Up to $2,400,000 of such loans may be convertible into working capital warrants

at a price of $1.00 per warrant at the option of the lender.

The warrants would be identical to the private placement warrants issued

to our initial stockholders.

The terms of such loans by our founders, officers and directors and their affiliates if any, have not been

determined and no written agreements exist with respect to such loans.

Prior to the completion of our Business Combination, we do not

expect to seek loans from parties other than our founders, officers and directors and their affiliates if any, as we do not believe third

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

We do not believe we will need

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

If our estimates of the costs of undertaking

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

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

to our initial Business Combination.

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

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

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

We do not have a maximum

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

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

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

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

the sale of our securities or the incurrence of debt.

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

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

In the current economic environment, it has become

especially difficult to obtain acquisition financing.

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

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

In addition, following our Business Combination,

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

Off-balance sheet financing arrangements

We have no obligations, assets

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

We do not participate in transactions that

create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would

have been established for the purpose of facilitating off-balance sheet arrangements.

We have not entered into any off-balance sheet financing

arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial

Contractual obligations

We do not have any long-term

debt, capital lease obligations, operating lease obligations or long-term liabilities.

Pursuant to a Business Combination

Marketing Agreement, we have engaged Ladenburg Thalmann & Co.

with the closing of the Initial Public Offering, we consummated the private placement (the “Private Placement”) of 2,500,000

warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price

of $1.00 per Private Placement Warrant with our Sponsor, Mana Capital, LLC, a Delaware limited liability company (the “Sponsor”),

generating gross proceeds of $3,000,000.

(See Note 4 in the accompanying condensed consolidated financial statements).

closing of the Initial Public Offering and the Private Placement, the net proceeds of the sale of the Units in the Initial Public Offering

and the Private Placement were placed in a trust account (“Trust Account”) with Continental Stock Transfer & Trust

Company acting as trustee and invested in United States “government securities” within the meaning of Section 2(a)(16)

of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7

promulgated under the Investment Company Act which invest only in direct U.S.

government treasury obligations, as determined by us, until

the earlier of:

(i) the completion of a business combination and (ii) the distribution of the Trust Account as described below.

are unable to consummate our initial business combination within nine months from the closing of

the Initial Public Offering, or August 26, 2022 (unless extended up to as additional 12 months as provided in our Amended and Restated

Certificate of Incorporation) , we will distribute the aggregate amount then on deposit in the Trust

Account, including interest earned on the funds held in the Trust Account (net of taxes payable), pro rata to our public stockholders,

by way of redemption of their shares, and thereafter cease operations except for the purpose of winding up our affairs, as further described

Our management

has had broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and the sale of

the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating

a business combination.

Our initial business combination must be 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 (excluding the deferred underwriting commissions and taxes payable

on the interest earned on the Trust Account) at the time we sign a definitive agreement in connection with the initial business combination.

However, we 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 sufficient for it not to be required to register

as an investment company under the Investment Company Act 1940, as amended, or the Investment Company Act.

emerging growth company as defined in the JOBS Act.

As an emerging growth company, we have elected to delay the adoption of new or revised

accounting standards that have different effective dates for public and private companies until those standards apply to private companies.

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

May 27, 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.”

October 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”).

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

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,”), and Legacy Cardio became a wholly-owned subsidiary of the Company.

changed its name to Cardio Diagnostics Holdings, Inc.

of Operations

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

Our only activities from inception through September 30, 2022 were

organizational activities, those necessary to prepare for our initial public offering, described below, and subsequently identifying

a target business for a business combination, conducting due diligence on Legacy Cardio, negotiating the terms of the Merger Agreement

and undertaking other activities in connection with the proposed Business Combination.

We do not expect to generate any operating revenues

until after the completion of our Business Combination.

We generate non-operating income in the form of interest income on marketable

securities held in the Trust Account after the Initial Public Offering.

three months ended September 30, 2022, we had a net income of $202,269, which consisted of operating expenses of $165,291 and a provision

for franchise tax of $50,000, which was offset by interest income from our operating bank account of $173 and interest income on marketable

securities held in the Trust Account of $367,387.

nine months ended September 30, 2022, we had a net loss of $513,045, which consisted of operating expenses of $890,962 and a provision

for franchise tax of $150,000, which was offset by interest income in our operating bank account of $280 and interest income on marketable

securities held in the Trust Account of $377,637.

and Capital Resources

26, 2021, we consummated the Initial Public Offering of 6,200,000 Units at a price of $10.00 per Unit, generating gross proceeds of $62,000,000.

Simultaneously with the closing of the Initial Public Offering, we consummated the sale of an aggregate of 2,500,000 Private Placement

Warrants for a total purchase price of $2,500,000 in a private placement to our Sponsor.

On November 30, 2021, we sold an additional

300,000 Units to the underwriter pursuant to the partial exercise of the over-allotment option at an offering price of $10.00 per Unit,

generating additional gross proceeds to the Company of $3,000,000, or $65,000,000 in total.

the Initial Public Offering and the sale of the Private Placement Warrants, a total of $65,000,000 was placed in the Trust Account located

in the United States, and we had $900,000 of cash held outside of the Trust Account, after payment of costs related to the Initial Public

Offering, and available for working capital purposes.

We incurred $1,697,431 in transaction costs, including $1,300,000 of underwriting

fees and $397,431 of other costs.

nine months ended September 30, 2022, cash used in operating activities was $587,016.

Net loss of $513,045 was affected by interest earned

on marketable securities held in the Trust Account of $377,637 and changes in operating assets and liabilities of $303,666, which provided

$587,016 of cash used in operating activities.

period from May 19, 2021(inception) through September 30, 2021, we incurred a net loss of $721 from formation and organization costs.

Cash provided from financing activities was $9,855, which consisted of proceeds from the issuance of common stock to our sponsor of $25,000

and proceeds from a note payable of $45,000, which was offset by the payment of offering costs of $60,145.

As of September

30, 2022, we had cash and marketable securities of $65,573,383 held in the Trust Account.

We intend to use substantially all of the funds

held in the Trust Account, including any amounts representing interest earned on the Trust Account primarily to identify and evaluate

prospective acquisition candidates, perform business due diligence on prospective target businesses, travel to and from the offices,

plants or similar locations of prospective target businesses, review corporate documents and material agreements of prospective target

businesses, select the target business to acquire and structure, negotiate and consummate a Business Combination.

We may withdraw interest

to pay taxes.

During the period ended September 30, 2022, we did withdraw $238,072 from the interest earned on the Trust Account to pay

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

the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or

businesses, make other acquisitions and pursue our growth strategies.

As of September

30, 2022, we had cash held outside of the Trust Account of $177,681.

We intend to use the funds held outside the Trust Account primarily

to identify and evaluate prospective acquisition candidates, perform business due diligence on prospective target businesses, travel

to and from the offices, plants or similar locations of prospective target businesses, review corporate documents and material agreements

of prospective target businesses, select the target business to acquire and structure, negotiate and complete a Business Combination.

to fund working capital deficiencies or finance transaction costs in connection with an intended initial Business Combination, our founders,

officers and directors and their affiliates may, but are not obligated to, loan us funds as may be required.

If we complete our initial

Business Combination, we may repay such loaned amounts out of the proceeds of the Trust Account released to us.

In the event that our

initial Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such

loaned amounts but no proceeds from our Trust Account would be used for such repayment.

Up to $2,400,000 of such loans may be convertible

into working capital warrants at a price of $1.00 per warrant at the option of the lender.

The warrants would be identical to the Private

Placement Warrants issued to our Sponsor.

The terms of such loans by our founders, officers and directors and their affiliates if any,

have not been determined and no written agreements exist with respect to such loans.

Prior to the completion of our Business Combination,

we do not expect to seek loans from parties other than our founders, officers and directors and their affiliates if any, as we do not

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

Trust Account.

on August 23, 2022, an aggregate of $216,667 (the “First Extension Payment”) was deposited by into the Trust Account of the

Company in order to extend the time available to it to consummate the initial business combination for a period of one (1) month from

August 26, 2022 to September 26, 2022.

On September 23, 2022, an aggregate of $216,667 (the “Second Extension Payment”) was

deposited by into the Trust Account of the Company in order to extend the time available to it to consummate the initial Business Combination

for a period of one (1) month 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.

believe we will need to raise additional funds in order to meet the expenditures required for operating our business.

If our estimates

of the costs of undertaking in-depth due diligence and negotiating an initial Business Combination is less than the actual amount necessary

to do so, or we earn less interest on the funds held in the Trust Account than anticipated, we may have insufficient funds available

to operate our business prior to our initial Business Combination.

Moreover, we may need to obtain additional financing either to consummate

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

of our initial Business Combination, in which case we may issue additional securities or incur debt in connection with such Business

We do not have a maximum debt leverage ratio or a policy with respect to how much debt we may incur.

The amount of debt

we will be willing to incur will depend on the facts and circumstances of the proposed Business Combination and market conditions at

the time of the potential Business Combination.

At this time, we are not party to any arrangement or understanding with any third party

with respect to raising additional funds through the sale of our securities or the incurrence of debt.

Subject to compliance with applicable

securities laws, we would only consummate such financing simultaneously with the consummation of our initial Business Combination.

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

If we are unable to complete our

Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the

Trust Account.

In addition, following our Business Combination, if cash on hand is insufficient, we may need to obtain additional financing

in order to meet our obligations.

sheet financing arrangements

no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of September 30, 2022.

We do not participate

in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest

entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.

We have not entered into

any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities,

or purchased any non-financial assets.

have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities.

to a Business Combination Marketing Agreement, we have engaged Ladenburg Thalmann & Co.

and I-Bankers Securities, Inc.

as advisors in connection with our Business

Combination to assist us in holding meetings with our stockholders to discuss the potential Business Combination and the target business’s

attributes, introduce us to potential investors that are interested in purchasing our securities in connection with the potential Business

Combination, provide financial advisory services to assist us in our efforts to obtain any stockholder approval for the Business Combination

and assist us with our press releases and public filings in connection with the Business Combination.

This agreement will provide that

we will pay Ladenburg Thalmann and I-Bankers Securities, Inc.

the marketing fee for such services upon the consummation of our initial

Business Combination in an amount equal to, in the aggregate, 2.5% of the gross proceeds of our initial public offering.

Ladenburg Thalmann and I-Bankers Securities, Inc.

will not be entitled to such fee unless we consummate our initial Business Combination.

Critical Accounting Policies

The preparation of financial

statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires

management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets

and liabilities at the date of the financial statements, and income and expenses during the periods reported.

Actual results could materially

differ from those estimates.

We have identified the following critical accounting policies:

Shares subject to redemption

We account for our shares

of common stock subject to possible conversion in accordance with the guidance in Accounting Standards Codification (“ASC”)

Topic 480 “ Distinguishing Liabilities from Equity .” Shares subject to mandatory redemption are classified as a liability

instrument and are measured at fair value.

Conditionally redeemable shares (including shares 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 our control) are classified

as temporary equity.

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

Our shares feature certain redemption rights

that are considered to be outside of our control and subject to occurrence of uncertain future events.

Accordingly, shares subject to

possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of our balance

Recent accounting pronouncements

Management does not believe

that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our

financial statements.

in connection with our Business Combination to assist us in holding meetings with our stockholders to discuss the potential Business

Combination and the target business’s attributes, introduce us to potential investors that are interested in purchasing our securities

in connection with the potential Business Combination, provide financial advisory services to assist us in our efforts to obtain any

stockholder approval for the Business Combination and assist us with our press releases and public filings in connection with the Business

This agreement provides that we will pay Ladenburg Thalmann and I-Bankers Securities, Inc.

the marketing fee for such services

upon the consummation of our initial Business Combination in an amount equal to, in the aggregate, 2.5% of the gross proceeds of our

initial public offering.

As a result, Ladenburg Thalmann and I-Bankers Securities, Inc.

will not be entitled to such fee unless we consummate

our initial Business Combination.

Accounting Policies

The preparation

of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America

requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent

assets and liabilities at the date of the financial statements, and income and expenses during the periods reported.

Actual results could

materially differ from those estimates.

The Company did not identify any critical accounting policies.

Accounting Pronouncements

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

effect on our financial statements.

Recently Issued Accounting

information on recently issued accounting standards, see “Note 2— Significant Accounting Policies”, to the Notes to

Consolidated Financial Statements included herein under “ Part I – Item 1.

For more information on recently

issued accounting standards, see “Note 2 — Significant Accounting Policies,” to the Notes to Financial Statements included

herein under “Part I – Item 1.

Financial Statements.”

QUANTITATIVE AND

QUALITATIVE DISCLOSURES ABOUT MARKET RISK

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

to Item 305(e) of Regulation S-K, the Company is not required to provide the information required by this Item as it is a “smaller

1 unchanged sentence

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What changed 10-Q

Item 2. Management’s Discussion and Analysis