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Item 5. Market for Registrant’s Common Equity

2023-03-31 compared with 2022-03-31 · 32 added, 120 removed, 2 unchanged (99% of the section changed)

Market for Registrant’s Common Equity,

Related Shareholder Matters and Issuer Purchases of Equity Securities

Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity

Market Information

On January 12, 2022, we announced that the holders

of the Company’s Units may elect to separately trade the securities underlying such units which commenced on January 14, 2022.

units not separated will continue to trade on The Nasdaq Global Market under the symbol “MAAQU”.

Any underlying shares of

common stock, warrants, and rights that are separated are traded on The Nasdaq Global Market under the symbols “MAAQ”, “MAAQW”

and “MAAQR” respectively.

No fractional warrants are issuable upon separation

of the units and only whole warrants will trade.

Each warrant entitles the holder to purchase one share of common stock at a price of

Warrants may only be exercised for whole shares and will become exercisable on the later of 30 days after the completion of our

initial business combination or twelve months from the closing of our initial public offering.

The warrants will expire five years after

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

Except in cases where we are not the surviving company

in a business combination, each holder of a right will automatically receive one-seventh (1/7) of one share of common stock upon consummation

of a business combination.

As of March 30, 2022, there was one holder of record

of our units, four holders of record of our common stock, two holders of record of our warrants, and one holder of record of our rights.

The number of record holders was determined from

the records of our transfer agent and does not include beneficial owners of any of our securities whose securities are held in the names

of various security brokers, dealers, and registered clearing agencies.

The transfer agent for our units and common stock and

warrant agent for our warrants and the rights agent for our rights is Continental Stock Transfer & Trust Company.

We have not paid any cash dividends on our common stock

to date and do not intend to pay cash dividends prior to the completion of an initial business combination.

The payment of cash dividends

in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial conditions subsequent

to completion of an initial business combination.

The payment of any cash dividends subsequent to an initial business combination will

be within the discretion of our board of directors at such time.

If we incur any indebtedness, our ability to declare dividends may be

limited by restrictive covenants we may agree to in connection therewith.

Securities Authorized for Issuance Under Equity

Compensation Plans

Our publicly traded Common Stock and warrants

are currently listed on the Nasdaq Capital Market under the symbols “CDIO” and “CDIOW,” respectively.

the consummation of the Business Combination on October 25, 2022, Mana’s units, Common Stock, public warrants and rights were listed

on the Nasdaq Global Select Market under the symbols “MAAQU,” “MAAQ,” “MAAQW” and “MAAQR,”

respectively.

There was no public trading market for Legacy Cardio’s equity.

As of March 27, 2023, there were 91 holders

of record of our common stock and ten holders of record of our Public Warrants and Sponsor Warrants.

In addition, we have approximately

73 holders of private placement warrants, the majority of which have been registered for resale on a registration statement on Form S-1

that the SEC declared effective on January 24, 2023.

The number of record holders of our Common Stock

and Public Warrants was determined from the records of our transfer agent and does not include beneficial owners of any of our securities

whose securities are held in the names of various security brokers, dealers, and registered clearing agencies.

The transfer agent for our common stock and

warrant agent for our warrants is Continental Stock Transfer & Trust Company.

We have not declared or paid any cash dividends

on our common stock.

To date we have utilized all available cash to finance our operations.

Payment of cash dividends in the future will

be at the discretion of our Board of Directors and will depend upon our earnings levels, capital requirements, any restrictive loan covenants

and other factors the Board considers relevant.

At March 27, 2022, there were 7,854,620 warrants

outstanding for the purchase of Company Common Stock.

Refer to Note7 to the consolidated financial statements included in this Annual

Report on Form 10-K for additional information relating to outstanding warrants.

Securities Authorized for Issuance Under

Equity Compensation Plans

III, Item 11, “Executive Compensation,” for information about securities authorized for

issuance under the Company’s equity compensation plan.

Sales of Unregistered Securities

On June 22, 2021, the Sponsor received 1,437,500 shares

of our common stock, or founder shares, for $25,000.

Subsequently, in September 2021, under the First Amended and Restated Subscription

Agreement, we issued the sponsor an additional 62,5000 Shares so that it would hold an aggregate of 20% of our outstanding common stock

after our initial public offering.

In November 2021, under the Second Amended and Restated Subscription Agreement, we issued the sponsor

an additional 50,000 shares of Common Stock (so that it would hold 20% of our issued and outstanding shares of common stock after the

initial public offering).

Further, we agreed that if the underwriters exercise the over-allotment option, we will issue the sponsor such

number of additional shares of common stock (up to 232,500 shares) so as to enable it to maintain its ownership of 20% of our issued

and outstanding shares of common stock.

In connection with the partial exercise by the underwriters of the over-allotment option, on November

30, 2021, we issued an additional 75,000 shares to the Sponsor pursuant to the Second Amended and Restated Subscription Agreement.

securities were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

Our sponsor is

an accredited investor for purposes of Rule 501 of Regulation D.

Simultaneously with the closing of our initial public

offering, we completed the private sale of an aggregate of 2,500,000 warrants to the Sponsor at a purchase price of $1.00 per private

warrant, generating gross proceeds to us of $2,500,000.

The private warrants are identical to the public warrants sold in our initial

public offering, except that the Sponsor has agreed not to transfer, assign or sell any of the private warrants, (except to certain permitted

transferees) until 30 days after the completion of our initial business combination.

No underwriting discounts or commissions were paid

with respect to the private placement.

The private placement was conducted as a non-public transaction and, as a transaction by an issuer

not involving a public offering, is exempt from registration under the Securities Act of 1933 in reliance upon Section 4(a)(2) thereof.

Use of Proceeds

On November 26, 2021, we consummated our initial public

offering of 6,200,000 units.

Each unit consists of one share of common stock, par value $0.00001 per share, one-half of one redeemable

warrant, with each whole warrant entitling the holder thereof to purchase one share of common stock for $11.50 per share, subject to adjustment,

and one right to receive one-seventh (1/7) of one share of common stock upon the consummation of our initial business combination.

units were sold at a price of $10.00 per unit, generating gross proceeds to us of $62,000,000.

connection with our initial public offering, the underwriters were granted a 45-day option to purchase up to 930,000 additional

units to cover over-allotments, if any.

On November 30, 2021, the underwriters purchased an additional 300,000 units pursuant to the partial

exercise of the over-allotment option.

The additional units were sold at an offering price of $10.00 per unit, generating additional gross

proceeds of $3,000,000.

Simultaneously with the consummation of the initial

public offering, we completed the private sale of an aggregate of 2,500,000 private warrants to our Sponsor at a purchase price of $1.00

per private warrant, generating gross proceeds to the Company of $2,500,000.

A total of $65,000,000

of the proceeds from the sale of the units and private placement warrants, including the sale of the units from the partial exercise of

the over-allotment option, were placed in a U.S.-based trust account at J.P.

Morgan Chase Bank, N.A., with Continental Stock Transfer &

Trust Company acting as trustee.

The Sponsor previously advanced expenses or loaned

us the sum of $125,872, evidenced by a note dated as of June 11, 2021.

In connection with the completion of our initial public offering,

the Sponsor instructed us to offset repayment of the amount outstanding under the note with a corresponding portion of the purchase price

for the private placement of warrants.

We incurred transaction costs for our initial public

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

The net proceeds from our

IPO available to us out of trust for our working capital requirements in searching for a business combination and for working capital

requirements are approximately $900,000.

We intend to use the proceeds for legal, accounting and other expenses of structuring and negotiating

business combinations, due diligence of prospective target businesses, legal and accounting fees related to SEC reporting obligations,

our monthly office rent, as well as for reimbursement of any out-of-pocket expenses incurred by our founders, officers and directors in

connection with activities on our behalf as described above.

The funds held in trust has been invested only in United

States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 180

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, so that we are not deemed to be an investment company under the Investment Company

Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our income or other

tax obligations, the proceeds will not be released from the trust account until the earlier of the completion of a business combination

or our redemption of 100% of the outstanding public shares if we have not completed a business combination in the required time period.

The proceeds held in the trust account may be used as consideration to pay the sellers of a target business with which we complete a business

Any amounts not paid as consideration to the sellers of the target business may be used to finance operations of the target

Officers, directors and founders will receive reimbursement

for any out-of-pocket expenses incurred by them in connection with activities on our behalf, such as identifying potential target businesses,

performing business due diligence on suitable target businesses and business combinations as well as traveling to and from the offices,

plants or similar locations of prospective target businesses to examine their operations.

Our audit committee will review and approve

all reimbursements and payments made to our founders, officers, directors or our or their respective affiliates, with any interested director

abstaining from such review and approval.

There is no limit on the amount of such expenses reimbursable by us;

provided, however, that

to the extent such expenses exceed the available proceeds not deposited in the trust account, such expenses would not be reimbursed by

us unless we consummate an initial business combination.

Since the role of present management after a business combination is uncertain,

we have no ability to determine what remuneration, if any, will be paid to those persons after a business combination.

Issuer Purchases of Equity Securities

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-K

Item 5. Market for Registrant’s Common Equity