What changed in this filing

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Item 9A. Controls and Procedures

2023-03-31 compared with 2022-03-31 · 1059 added, 1623 removed, 70 unchanged (97% of the section changed)

Controls and Procedures Evaluation of

Disclosure Controls and Procedures

Controls and Procedures Evaluation of Disclosure Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of

our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of

the effectiveness of our disclosure controls and procedures as of December 31, 2021 and for the period from May 19, 2021 (inception) through

December 31, 2021, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

Based on this evaluation, our principal

executive officer and principal financial and accounting officer have concluded that during the period covered by this report, our disclosure

controls and procedures were not effective.

As a result, we performed additional analysis as deemed necessary to ensure that our financial

statements were prepared in accordance with U.S.

generally accepted accounting principles.

Accordingly, management believes that the financial

statements included in this Form 10-K present fairly in all material respects our financial position, results of operations

and cash flows for the period presented.

Disclosure controls and procedures are designed to

ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within

the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management,

including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow

timely decisions regarding required disclosure.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud.

Disclosure controls and

procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the

disclosure controls and procedures are met.

Further, the design of disclosure controls and procedures must reflect the fact that there

are resource constraints, and the benefits must be considered relative to their costs.

Because of the inherent limitations in all disclosure

controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all

our control deficiencies and instances of fraud, if any.

The design of disclosure controls and procedures also is based partly on certain

assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated

goals under all potential future conditions.

Management’s Report on Internal Controls

Over Financial Reporting

This Annual Report on Form 10-K does not include a

report of management’s assessment regarding internal control over financial reporting or an attestation report of our independent

Under the supervision and with the participation

of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation

of the effectiveness of our disclosure controls and procedures as of December 31, 2022, as such term is defined in Rules 13a-15(e) and

15d-15(e) under the Exchange Act.

Based on this evaluation, our principal executive officer and principal financial and accounting officer

have concluded that during the period covered by this report, our disclosure controls and procedures were not effective.

we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with U.S.

accepted accounting principles.

Accordingly, management believes that the financial statements included in this Form 10-K present

fairly in all material respects our financial position, results of operations and cash flows for the period presented.

Disclosure controls and procedures are designed

to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported

within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our

management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate

to allow timely decisions regarding required disclosure.

We do not expect that our disclosure controls

and procedures will prevent all errors and all instances of fraud.

Disclosure controls and procedures, no matter how well conceived and

operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met.

Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits

must be considered relative to their costs.

Because of the inherent limitations in all disclosure controls and procedures, no evaluation

of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances

of fraud, if any.

The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of

future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Management’s Report on Internal Controls Over Financial

This Annual Report on Form 10-K does not include

a report of management’s assessment regarding internal control over financial reporting or an attestation report of our independent

registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.

For purposes of filing our first annual report

with the SEC following our reverse acquisition with a public company, per the guidance provided in Section 215.02 of the SEC's Compliance

and Disclosure Interpretations, we have not included management's report on internal controls over financial reporting pursuant to Section

404 of the Sarbanes-Oxley Act.

We will be required to disclose changes made in our internal controls and procedures in our quarterly reports

beginning with the report for the period ending March 31, 2023 and provide management's report on internal controls over financial reporting beginning with

the report for the year ending December 31, 2023.

Our independent registered public accounting firm will not be required to formally attest

to the effectiveness of our internal control over financial reporting pursuant to Section 404 until the later of (a) the year following

our first annual report required to be filed with the SEC or (b) the year following a year during which we cease to be considered an "emerging

growth company,” as defined in Section 2(a) of the Securities Act of 1933, as modified by the Jumpstart Our Business Startups Act

Changes in Internal Control over Financial Reporting

There have been no changes in

our internal control over financial reporting during the period ended December 31, 2021 that have materially affected, or are reasonably

likely to materially affect, our internal control over financial reporting.

There have been no changes in our internal control

over financial reporting during the period ended December 31, 2022 that have materially affected, or are reasonably likely to materially

affect, our internal control over financial reporting.

Other Information.

Disclosure Regarding Foreign Jurisdictions

that Prevent Inspections.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

Directors, Executive Officers and Corporate Governance.

Our current directors and executive

officers are as follows:

Jonathan Intrater

Chairman, Chief Executive Officer and Principal Financial Officer

Loren Mortman

The following table sets forth certain information,

including ages as of March 27, 2023, of our executive officers and members of the Board of Directors.

Executive Officers

Meeshanthini (Meesha) V.

Chief Executive Officer and Director

Robert (Rob) Philibert, MD PhD

Chief Medical Officer and Director

Elisa Luqman, JD MBA

Chief Financial Officer

Timur Dogan, PhD

Chief Technology Officer

Khullani Abdullah, JD

Vice President of Revenue and Strategy

Non-Employee Directors

Warren Hosseinion, MD

Non-Executive Chairman

James Intrater

Biographical Information

Jonathan Intrater has been our Chairman, Chief Executive Officer

and Principal Financial Officer since our inception.

Intrater is a Managing Director in the investment banking department at Ladenburg,

Thalmann & Co., Inc., which he joined in 1998.

His broad transactional experience over the past 29 years of investment banking

encompassing over $10 billion in public equity and high-yield note offerings, private placements of debt and equity securities, merger

advisory transactions, and various debt restructuring assignments.

From September 2019 to August 2021, he served as a member of the board

and Chairman of the audit committee of GreenVision Acquisition Corp., a Nasdaq Capital Market-listed special purpose acquisition company

which completed its initial business combination in August 2021.

Prior to joining Ladenburg Thalmann, he served as a Managing Director

at the Brenner Securities Corporation from 1982 to 1989 and a Senior Vice President, BIA/Frazier, Gross & Kadlec, the nation’s

largest telecommunications valuation firm from 1982 to 1989.

Intrater holds an M.B.A from Vanderbilt University and a bachelor’s

degree from the University of Pennsylvania.

Allan Liu , has been one of our independent directors since

Liu is a partner and Asia Chairman of the Versant Group, as well as Chairman of VG Asset Management Co, a Hong Kong SFC

licensed company focused on asset management since 2018.

Prior to joining Versant, from 2006 to 2018, Mr.

Liu was with Hong Kong-based

Pacific Alliance Group (PAG) as a co-founding partner of the group’s private equity business.

PAG is now a leading alternative asset

manager in Asia with over $40 billion USD under management.

Prior to joining PAG, in 1995 Mr.

Liu co-founded and led American International

Group’s direct investment fund in China, Since the early 1980s, Mr.

Liu has been involved in advising, managing

and investing over $20 billion capital in numerous projects for international corporations and investors, and participated in building

successful funds and asset management platforms.

Loren Mortman has been one of our independent directors since

Mortman is President of The Equity Group Inc., an investor relations consulting firm founded in 1974 that specializes in

investor communications, investment community outreach, and IR advisory for small-to-mid-cap public and pre-public companies.

After joining

The Equity Group in 1997, she spent 10 years implementing comprehensive investor relations programs for clients in various industries,

including industrials, cleantech, gaming, technology, healthcare and business services.

Client programs involved investment thesis development,

written communications, investment community outreach, media relations, market intelligence and C-suite advisory.

In 2007, Loren became

a Senior Vice President of The Equity Group, focusing on corporate development, and was appointed President in 2013.

Loren acts in an

advisory capacity, counseling clients on transactions, critical communications, relations with the investment community, and other areas

that relate to their postures as public companies.

Prior to joining The Equity Group, Loren was a Financial Analyst at Brenner Securities,

an Investment Bank.

Mortman earned her BBA in Finance from the Goizueta Business School at Emory University.

Number and Terms of Office of Officers and Directors

We currently have three directors.

Our board of directors

will be elected each year at our annual meeting of stockholders.

In accordance with Nasdaq corporate governance requirements, we are not

required to hold an annual meeting until one year after our first fiscal year end following our listing on Nasdaq.

Our officers are appointed by

the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office.

Our board of directors

is authorized to appoint persons to the offices set forth in our bylaws as it deems appropriate.

Our bylaws provide that our officers

may consist of a Chairman of the Board, Chief Executive Officers, Chief Financial Officer, President, Vice Presidents, Secretary, Treasurer,

Assistant Secretaries and such other offices as may be determined by the board of directors.

Executive Officers

The following is a brief biography of each of

our executive officers:

Meeshanthini V.

Dogan has served

as our Chief Executive Officer and a director since inception.

Together with Dr.

she is the Co-Founder of Legacy Cardio, with over 10 years’ experience in bridging medicine, engineering and artificial

intelligence towards building solutions to fulfill unmet clinical needs such as in cardiovascular disease prevention.

Coming from a family

with a two-generation history of heart disease and having worked for an extensive time interacting with those affected by heart disease,

she understands the pain points and founded Legacy Cardio to help prevent others from experiencing its devastating impacts.

is a pioneer in artificial intelligence/machine learning-driven integrated genetic-epigenetic approaches, which includes highly cited

publications, and platform presentations at the American Heart Association and American Society of Human Genetics.

She co-invented the

patent-pending Integrated Genetic-Epigenetic Engine™ of Cardio Diagnostics (European Patent Granted in March 2021).

Dogan founded Legacy Cardio to commercialize this technology through a series of clinical tests towards making heart disease prevention

and early detection more accessible, personalized and precise.

Under her leadership, Legacy Cardio was awarded the prestigious One To

Watch award in 2020 by Nature and Merck, has worked its way to become a technology leader in cardiovascular diagnostics, introduced its

first product for marketing testing in January 2021, secured both dilutive and non-dilutive funding and key relationships with world renowned

healthcare organizations and key opinion leaders.

Dogan holds a PhD degree in Biomedical Engineering and BSE/MS degrees in Chemical

Engineering from University of Iowa.

She was named FLIK Woman Entrepreneur to Watch in 2021.

Robert Philibert has served as our

Chief Medical Officer and as a director since inception.

Together with Dr.

Dogan, he is a co-founder of Legacy Cardio.

Philibert graduated

from the University of Iowa Medical Scientist Training Program and completed a residency in Psychiatry at the University of Iowa.

1993 and 1998, he completed a Pharmacology Research Training Program (“PRAT”) Fellowship and a Staff Fellowship at the National

Institutes of Health while also serving in the United States Uniformed Public Health Service.

In late 1998, he returned to the University of

Iowa where he now is a Professor of Psychiatry, with joint appointments in Neuroscience, Molecular Medicine and Biomedical Engineering.

He has published over 170 peer reviewed manuscripts and is the recipient of numerous NIH grant awards and both national and international

patents for his pioneering work in epigenetics.

In particular, he is credited with discovering the epigenetic signatures for cigarette

and alcohol consumption.

In 2009, he founded Behavioral Diagnostics, LLC, a leading provider of epigenetic testing services which has

introduced two epigenetic tests, Smoke Signature © and Alcohol Signature™ to the commercial market.

Simultaneously,

he has licensed related non-core technologies to manufacturing partners while developing an ecosystem of key complementary service providers

in the clinical diagnostics space.

Elisa Luqman has

served as our Chief Financial Officer since March 2021.

In March 2021, Legacy Cardio and Ms.

Luqman entered into a consulting agreement

under which she was retained to provide services in connection with a potential merger transaction.

Since April 2022, Ms.

Luqman has also

been serving as Chief Legal Officer (SEC) for Nutex Health, Inc.

(“Nutex”), a physician-led, technology-enabled healthcare

services company.

She attained that position upon the closing of a merger transaction in which her employer, Clinigence Holdings, Inc.

(“Clinigence"), was the surviving entity.

She served as the Chief Financial Officer, Executive Vice President Finance and General

Counsel of Clinigence from October 2019 until the merger.

She also served as a director of Clinigence from October 2019 to February 2021.

At Clinigence, Ms.

Luqman was responsible for maintaining the corporation’s accounting records and statements, preparing its SEC

filings and overseeing compliance requirements.

She was an integral member of the Clinigence team responsible for obtaining the company’s

NASDAQ listing and completing the reverse merger with Nutex.

Luqman continues to be responsible for preparing its SEC filings

and overseeing compliance requirements.

Luqman co-founded bigVault Storage Technologies, a cloud- based file hosting company acquired

by Digi-Data Corporation in February 2006.

From March 2006 through February 2009, Ms.

Luqman was employed as Chief Operating Officer of

the Vault Services Division of Digi-Data Corporation, and subsequently during her tenure with Digi-Data Corporation she became General

Counsel for the entire corporation.

In that capacity she was responsible for acquisitions, mergers, patents, customer, supplier, and employee

contracts, and worked very closely with Digi-Data’s outside counsel firms.

In March 2009, Ms.

Luqman rejoined iGambit Inc.

as Chief Financial Officer and General Counsel.

Luqman has overseen and been responsible for IGMB’s SEC filings, FINRA filings

and public company compliance requirements from its initial Form 10 filing with the SEC in 2010 through its reverse merger with Clinigence

Holdings, Inc.

in October 2019.

Luqman received a BA degree, a JD in Law, and an MBA Degree in Finance from Hofstra University.

Luqman is a member of the bar in New York and New Jersey.

Timur Dogan has

served as our Chief Technology Officer since May 2022.

He has been employed by Legacy Cardio since August 2019, after obtaining his Ph.D.,

and was serving as its Senior Data Scientist until he was promoted to CTO.

Dogan was instrumental in developing and advancing the

Integrated Genetic-Epigenetic Engine™ that is at the core of Cardio’s

cardiovascular solutions.

Along with the founding team, he is the co-inventor of two patent-pending technologies in cardiovascular disease

and diabetes.

He holds a joint B.S.E./M.S.

degrees in Mechanical Engineering from the University of Iowa where he researched

complex fluid flows.

He developed machine learning models on high-performance computing systems using a mixture of low and high-fidelity

numerical simulations and experiments to draw insights from non-linear physics.

Khullani Abdullahi has served as

our Vice President of Revenue and Strategy since May 2022.

In July 2020, Ms.

Abdullahi began working with Legacy Cardio as a consultant,

where she was a member of the advisory board as a go-to-market and growth advisor and provided other services as mutually agreed upon.

After two years as an advisor, in May 2022, she joined Cardio full-time to lead the sales, marketing, and customer success teams.

Abdullahi has more than ten years of experience as a revenue and sales strategist, helping clients and companies develop and execute aggressive

customer-acquisition campaigns, services she provides to various clients through Episteme X, her consulting company.

She has led commercialization,

pricing, and monetization strategies and scaled revenue teams in healthcare and biotech.

As a data-driven account-based marketing revenue

strategist, her methods emphasize identifying all relevant contacts across the total addressable target market to drive defensive market

penetration growth.

Abdullahi holds a BA in Philosophy from Carleton College and a Juris Doctor from the University of Minnesota Law

Non-Employee Members of the Board of Directors

The following is a brief biography of each of

our non-employee directors:

Warren Hosseinion, MD has served

as the Company’s Non-Executive Chairman of the Board since the consummation of the Business Combination in October 2022.

Legacy Cardio’s Non-Executive Chairman of the Board since May 2022 and was on Legacy Cardio’s Board of Directors since November

In March 2021, Cardio and Dr.

Hosseinion entered into a consulting agreement under which he was retained to provide services in

connection with a potential merger transaction.

He is also currently the President and a director of Nutex, positions he has held since

Hosseinion is a Co-Founder of Apollo Medical Holdings, Inc.

AMEH) and served as a member of the Board of Directors

of Apollo Medical Holdings, Inc.

since July 2008, the Chief Executive Officer of Apollo

Medical Holdings, Inc.

from July 2008 to December 2017, and the Co-Chief Executive Officer of Apollo Medical Holdings, Inc.

from December

2017 to March 2019.

Hosseinion co-founded ApolloMed.

Hosseinion received his B.S.

in Biology from the University of San

Francisco, his M.S.

in Physiology and Biophysics from the Georgetown University Graduate School of Arts and Sciences, his Medical Degree

from the Georgetown University School of Medicine and completed his residency in internal medicine from the Los Angeles County-University

of Southern California Medical Center.

James Intrater is

the director who was designated by Mana, and he began his term upon Closing of the Business Combination in October 2022 .

Intrater is a senior materials and process engineer with over 35 years of professional experience.

He has worked in both commercial product

development and on Federal R&D projects, including work for NASA, the U.S.

Department of Defense, and the U.S.

Department of Energy.

Since June 2014, Mr.

Intrater has served as the president of IntraMont Technologies, a consumer health products development company.

addition, since May 2020, he has also provided engineering consultancy services for Falcon AI, a private investment firm to evaluate potential

portfolio investments.

Intrater has published numerous technical works and reports for various agencies of the federal government

and in technical journals and is listed as holder or co-holder of five patents, with another patent pending.

Intrater received his

Master of Science in Metallurgical Engineering from the University of Tennessee and a Bachelor of Sciences in Ceramic Engineering from

Rutgers University - College of Engineering.

served as a member of the Company’s Board of Directors since consummation of the Business Combination in October 2022 .

September 2006, Dr.

Lau founded Synergy Imaging Center, San Gabriel, California, where he has held the position of Medical Director since

In addition, since November 1997, Dr.

Lau has been affiliated with the Southern California Heart Centers, San Gabriel, California,

which he founded.

Earlier in his professional career, from November 1996 to November 1997, Dr.

Lau served as an Assistant Professor in

Cardiology at Texas Tech University, and from August 1995 to November 1996, he provided cardiovascular

consulting services at Chandra Cardiovascular Consultant, PC, Sioux City, Iowa.

Lau has the following clinical appointments at the

Garfield Medical Center, Monterey Park, California:

Director, Cardiac Structural Heart Program, Chairman of the Cardiovascular Committee,

member of the Board of Directors, Los Angeles County certified ST-Elevation Myocardial Infarction (STEM) Program Director and Director

of the Cardiac Catheterization Lab.

Lau received his M.B.B.S (Bachelor of Medicine and Bachelor of Surgery) in 1984 from the University

of New South Wales School of Medicine, Sydney, Australia.

He received further training at the University of Southern California, specializing

in diagnostic cardiac catheterization, coronary angioplasty, coronary artery stenting, intervascular ultrasound, renal and peripheral

diagnostic angiograms and pacemaker implantation.

He is board certified in interventional cardiology, cardiovascular disease, internal

medicine, certification board of cardiovascular computer tomography, echocardiography subspecialty, acute critical care echocardiography

subspecialty, nuclear cardiology subspecialty and is board certified as a hypertension specialist.

He also extensive experience in coronary

CT Angiogram and Cardiac MRI.

He has a level III (highest) Certification in CCTA by the Society of Cardiovascular Computed Tomography

and a Level II Certification in Cardiac MR by the Society of Cardiovascular Magnetic Resonance, in addition to being board certified in

Cardiovascular Disease, Internal Medicine, Echocardiography, Nuclear Cardiology and as a Hypertension Specialist.

Lau also founded

the structured heart program at Garfield Medical Center, recently implementing the TAVR program in 2017.

Lau received his medical

degree from the University of New South Wales School of Medicine in Sydney, Australia, and completed his Residency in Internal Medicine,

Fellowship in Cardiology and Fellowship in Interventional Cardiology at the University of Southern California.

Oded Levy has

served as a member of the Company’s Board of Directors since consummation of the Business Combination in October 2022.

the founder, president and managing partner of Blue Ox Healthcare Partners, ("Blue Ox”) a private equity firm based in New

York City that invests growth capital in commercial-stage healthcare companies, with a focus on companies involved in precision health.

Levy has over 30 years of experience in specialized healthcare investing

in private equity, capital markets and asset management.

He co-founded Blue Ox in 2009, leads origination and structuring of the firm’s

investments, and chairs the Investment Committee.

Prior to Blue Ox, he was a principal at

Oracle Partners, LP, a private investment firm specializing in public securities investing and merchant banking in the healthcare, bioscience

and related industries.

Previously, he was Head Trader and a member of the Executive Committee at Genesis Merchant Group Securities ("GMGS”),

a San Francisco-based investment bank.

Levy was also Senior Vice President of Investments at Bering Holdings, Inc., the investment

arm of publicly traded MAXXAM, Inc.

He began his career in 1987 as a corporate finance analyst at Bear, Stearns & Co.

previously served on the boards of former Blue Ox investments, MedSave USA, as Executive Chairman, Delphi Behavioral Health Group and

Infinity Funding.

He holds an MBA in Finance and International Business and a BS in Computer and Information Systems from New York University.

Brandon Sim has

served as a member of the Company’s Board of Directors since consummation of the Business Combination in October 2022.

Co-Chief Executive Officer of Apollo Medical Holdings, Inc.

where he is focused on transforming healthcare delivery for physicians and

He is responsible for ApolloMed’s overall strategy, growth, operations, and technology innovation.

Since joining ApolloMed in 2019, he has also served as Chief Operating Officer, Chief Technology

Officer and Vice President of Engineering.

Prior to joining ApolloMed, Mr.

Sim served as Quantitative Researcher at Citadel Securities

from 2015 to 2019.

From 2012 to 2015, Mr.

Sim co-founded and served as Chief Technology Officer at Theratech, a medical device company

focused on developing a low-cost, simple-to-use patch for automated drug delivery.

Sim was a member of the board of directors of Clinigence

Holdings, Inc.

between October 2021 and April 2022.

his Master of Science in Computer Science and Engineering and Bachelor of Arts in Statistics and Physics, Magna Cum Laude with High Honors,

from Harvard University.

Family Relationships

than Meeshanthini Dogan and Timur Dogan, who are wife and husband, t here

are no family relationships among our executive officers and directors.

Corporate Governance

Cardio has structured its corporate governance

in a manner that we believe closely aligns its interests with those of its stockholders.

Notable features

of this corporate governance include:

Cardio has independent director representation on its audit, compensation and nominating and corporate governance committees, and its independent directors will meet regularly in executive sessions without the presence of its corporate officers or non-independent directors;

at least one of its directors has qualified as an "audit committee financial expert” as defined by the SEC;

it has and will implement a range of other corporate governance best practices.

Composition of the Board of Directors and Company Officers

Cardio’s business and affairs are managed

under the direction of our board of directors.

The Company’s board consists of seven directors.

The board of directors are elected each year at the annual meeting of stockholders.

The Company officers are appointed by the board

of directors and serve at the discretion of the board of directors, rather than for specific terms of office, subject to the terms of

employment agreements, where applicable.

The board of directors is authorized to appoint persons to the offices set forth in our bylaws

as it deems appropriate.

The Company’s bylaws provide that our officers may consist of a Chairman of the Board, Chief Executive

Officer, Chief Financial Officer, President, one or more Vice Presidents, Secretary, Treasurer, one or more Assistant Secretaries and

such other offices as may be determined by the board of directors.

Director Independence

Our board has determined that

each of Allan Liu and Loren Mortman is an “independent director” under Nasdaq listing standards and applicable SEC rules.

The Nasdaq listing standards require that a majority

2 unchanged sentences

with the listed company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the company).

Our independent directors expect to have regularly scheduled meetings at which only independent directors are present.

Any affiliated

transactions will be on terms no less favorable to us than could be obtained from independent parties.

Our board of directors will review

and approve all affiliated transactions with any interested director abstaining from such review and approval.

Committees of the Board of Directors

Upon the effective date of the registration statement

for our IPO, we established three standing committees:

an audit committee, a compensation committee and a nominating and corporate governance

Subject to phase-in rules, the Nasdaq rules and Rule 10A-3 of the Exchange Act require that the audit committee of

a listed company be comprised solely of independent directors, and the Nasdaq rules require that the compensation committee and the nominating

and corporate governance committee of a listed company be comprised solely of independent directors.

Each committee will operate under

a charter that will be approved by our board of directors and will have the composition and responsibilities described below.

The Company’s independent directors expect to have regularly scheduled meetings at which only independent directors are present.

Any affiliated transactions will be on terms no less favorable to the Company than could be obtained from independent parties.

The Company’s

Board of Directors will review and approve all affiliated transactions with any interested director abstaining from such review and approval.

Based on information provided by each director

concerning his or her background, employment and affiliations, the Board has determined that Stanley K.

Lau, MD, Oded Levy, James Intrater

and Brandon Sim, representing four of the Company’s seven directors, do not have a relationship that would interfere with the exercise

of independent judgment in carrying out the responsibilities of a director and that each of these directors is an “independent director”

as defined under the listing standards of Nasdaq and applicable SEC rules.

In making these determinations, the Company Board considered

the current and prior relationships that each non-employee director has with the Company and all other facts and circumstances that the

Company Board deemed relevant in determining their independence, including the beneficial ownership of the Company capital stock by each

non- employee director, and the transactions involving them.

See “Certain Cardio Relationships and Related Persons Transactions.”

Board Committees

The standing committees

of the Cardio Board consist of an audit committee, a compensation committee and a nominating and corporate governance committee.

of directors may from time to time establish other committees.

Cardio’s chief executive officer and other

executive officers regularly report to the non-executive directors and the audit, the compensation and the nominating and corporate governance

committees to ensure effective and efficient oversight of our

activities and to assist in proper risk management and the ongoing evaluation of management controls.

Audit Committee

Upon the effective date of the registration statement

for our IPO , we established an audit committee of the Board of Directors consisting

of Allan Liu and Loren Mortman.

Mortman are each an independent director under Nasdaq listing standards.

The audit committee’s

duties, which are specified in our Audit Committee Charter, include, but are not limited to:

and discussing with management and the independent auditor the annual audited financial statements, and recommending to the Board whether

the audited financial statements should be included in our Form 10-K;

with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation

of our financial statements;

with management major risk assessment and risk management policies;

the independence of the independent auditor;

the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible

for reviewing the audit as required by law;

and approving all related-party transactions;

and discussing with management our compliance with applicable laws and regulations;

• pre-approving

all audit services and permitted non-audit services to be performed by our independent auditor, including the fees and terms of the services

Cardio has an audit committee consisting of

James Intrater, Oded Levy, and Brandon Sim, with Mr.

Levy serving as the chair of the committee.

The Cardio Board has determined that

each member of the audit committee qualifies as an independent director under the independence requirements of the Sarbanes-Oxley Act,

Rule 10A-3 under the Exchange Act and Nasdaq listing requirements.

The Cardio Board has determined that Mr.

Levy qualifies as an “audit

committee financial expert,” as defined in Item 407(d)(5) of Regulation S-K, and that he possesses financial sophistication,

as defined under the rules of Nasdaq.

The audit committee’s responsibilities

include, among other things:

• reviewing and discussing

with management and the independent auditor the annual audited financial statements, and recommending to the Board whether the audited

financial statements should be included in our Form 10-K;

• discussing with

management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of

our financial statements;

• discussing with management major risk assessment and risk Management

• monitoring the independence

of the independent auditor;

• verifying the rotation

of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing

the audit as required by law;

• reviewing and approving all related-party transactions;

• inquiring and discussing

with management our compliance with applicable laws and regulations;

• pre-approving all

audit services and permitted non-audit services to be performed by our independent auditor, including the fees and terms of the services

to be performed;

or replacing the independent auditor;

• determining

the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the

independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;

and approving any annual or long-term incentive cash bonus or equity or other incentive plans in which our executive officers may participate;

• establishing

procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or

reports which raise material issues regarding our financial statements or accounting policies;

reimbursement of expenses incurred by our management team in identifying potential target businesses.

Financial Experts on Audit Committee

The audit committee will at all times be composed

exclusively of directors who are “financially literate” as defined under Nasdaq’s listing standards.

In addition, we must certify to Nasdaq that the

committee has, and will continue to have, at least one member who has past employment experience in finance or accounting, requisite professional

certification in accounting, or other comparable experience or background that results in the individual’s financial sophistication.

The Board of Directors has determined that Ms.

Loren Mortman qualifies as an “audit committee financial expert,” as defined

under rules and regulations of the SEC.

• appointing or replacing the independent auditor;

• determining the

compensation and oversight of the work of the independent auditor (including resolution of disagreements between Management and the independent

auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;

• reviewing and approving

any annual or long-term incentive cash bonus or equity or other incentive plans in which our executive officers may participate;

• establishing procedures for the receipt, retention and treatment

of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our

financial statements or accounting policies;

• approving reimbursement

of expenses incurred by our management team in identifying potential target businesses.

The board of directors has adopted a written

charter for the audit committee that is available on our website.

Compensation Committee

the effective date upon the date of the registration statement for our IPO ,

we established a compensation committee of the Board of Directors, consisting of Allan Liu and Loren Mortman.

are each an independent director under Nasdaq’s listing standards.

The compensation committee’s duties, which are specified

in our Compensation Committee Charter, include, but are not limited to:

• establishing,

reviewing, and approving our overall executive compensation philosophy and policies;

and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating

our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration

(if any) of our Chief Executive Officer based on such evaluation;

Cardio has a compensation committee consisting

of James Intrater, Stanley Lau and Oded Levey with Dr.

Lau serving as chair of the committee.

The Cardio Board has determined that each

member of the compensation committee qualifies as an independent director under the independence requirements of the Sarbanes-Oxley Act,

Rule 10A-3 under the Exchange Act and Nasdaq listing requirements.

compensation committee’s responsibilities include, among

other things:

• establishing, reviewing, and approving our overall executive

compensation philosophy and policies ;

• reviewing and approving on an annual basis the corporate goals

and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance

in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on

such evaluation ;

and approving the compensation of all of our other executive officers;

our executive compensation policies and plans;

and evaluating performance target goals for the senior officers and employees (other than executive officers) and reviewing periodic

reports from the CEO as to the performance and compensation of such senior officers and employees;

• implementing

and administering our incentive compensation equity-based remuneration plans;

and approving any annual or long-term incentive cash bonus or equity or other incentive plans in which our executive officers may participate;

and approving for our CEO and other executive officers any employment agreements, severance arrangements, and change in control agreements

or provisions;

and discussing with management the Compensation Discussion and Analysis set forth in Securities and Exchange Commission Regulation S-K,

Item 402, if required, and, based on such review and discussion, determine whether to recommend to the Board that the Compensation Discussion

and Analysis be included in our annual report or proxy statement for the annual meeting of stockholders;

management in complying with our proxy statement and annual report disclosure requirements;

all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and

required, producing a report on executive compensation to be included in our annual proxy statement;

reviewing and recommending to the Board for approval the frequency with which we will conduct Say-on-Pay Votes, taking into account the

results of the most recent shareholder advisory vote on frequency of Say-on-Pay Votes required by Section 14A of the Exchange Act, and

review and recommend to the Board for approval the proposals regarding the Say-on-Pay Vote and the frequency of the Say-on-Pay Vote to

be included in our proxy statement filed with the SEC;

an annual performance evaluation of the committee;

evaluating and recommending changes, if appropriate, to the remuneration for directors.

Nominating Committee

Upon the effective of the registration statement

for our IPO, we established a nominating committee of the Board of Directors consisting of Allan Liu and Loren Mortman.

Mortman are each an independent director under Nasdaq’s listing standards.

The nominating committee is responsible for overseeing

the selection of persons to be nominated to serve on our Board of Directors.

The nominating committee considers persons identified by

its members, management, stockholders, investment bankers and others.

• approving reimbursement

of expenses incurred by our management team in identifying potential target businesses.

• reviewing our executive compensation policies and plans;

• receiving and evaluating performance target goals for the senior

officers and employees (other than executive officers) and reviewing periodic reports from the CEO as to the performance and compensation

of such senior officers and employees;

• implementing and administering our incentive compensation equity-based

remuneration plans;

• reviewing and approving any annual or long-term incentive cash

bonus or equity or other incentive plans in which our executive officers may participate;

• reviewing and approving for our chief executive officer and

other executive officers any employment agreements, severance arrangements, and change in control agreements or provisions;

• reviewing and discussing with Management the Compensation Discussion

and Analysis set forth in Securities and Exchange Commission Regulation S-K, Item 402, if required, and, based on such review and discussion,

determine whether to recommend to the Board that the Compensation Discussion and Analysis be included in our annual report or proxy statement

the annual meeting of stockholders;

• assisting management in complying with our proxy statement

and annual report disclosure requirements;

• approving all special perquisites, special cash payments and

other special compensation and benefit arrangements for our executive officers and employees;

• if required, producing a report on executive compensation to

be included in our annual proxy statement;

• reviewing and recommending to the Board for approval the frequency

with which we will conduct Say-on-Pay Votes, taking into account the results of the most recent stockholder advisory vote on frequency

of Say-on-Pay Votes required by Section 14A of the Exchange Act, and review and recommend to the Board for approval the proposals regarding

the Say-on-Pay Vote and the frequency of the Say-on-Pay Vote to be included in our proxy statements filed with the SEC;

• conducting an annual performance evaluation of the committee;

• reviewing, evaluating and recommending changes, if appropriate,

to the remuneration for directors.

The board of directors

has adopted a written charter for the compensation committee that is available on our website.

Compensation Committee Interlocks and Insider

Participation

None of our executive officers serves as a member

of the compensation committee of the board of directors (or other committee performing equivalent functions) of any entity that has one

or more executive officers serving on our board of directors.

Nominating and Corporate Governance Committee

Cardio has a nominating and corporate governance

committee consisting of James Intrater, Stanley Lau and Brandon Sim, with Mr.

Sim serving as chair of the committee.

The Cardio Board

has determined that each member of the nominating and corporate governance committee qualifies as an independent director under the independence

requirements of the Sarbanes-Oxley Act, Rule 10A-3 under the Exchange Act and Nasdaq listing requirements.

The nominating and corporate governance committee’s responsibilities

include, among other things:

• review and assess and make recommendations to the board

of directors regarding desired qualifications, expertise and characteristics sought of board members;

• identify, evaluate, select or make recommendations to the board

of directors regarding nominees for election to the board of directors;

• develop policies and procedures for considering stockholder

nominees for election to the board of directors;

• review the Company’s succession planning process for

Company’s chief executive officer, and assist in evaluating potential successors to the chief executive officer;

• review and make recommendations to the board of directors regarding

the composition, organization and governance of the board and its committees;

• review and make recommendations to the board of directors regarding

corporate governance guidelines and corporate governance framework;

• oversee director orientation for new directors and continuing

education for directors;

• oversee the evaluation of the performance of the board of directors

and its committees;

• review and monitor compliance with the Company’s code

of business conduct and ethics;

• administer policies and procedures for communications with

the non-management members of the Company’s Board of Directors.

of directors has adopted a written charter for the nominating and corporate governance committee that is available on our

Guidelines for Selecting Director Nominees

The guidelines for selecting nominees, which are

specified in the Nominating Committee Charter, generally provide that persons to be nominated:

have demonstrated notable or significant achievements in business, education or public service;

possess the requisite intelligence, education and experience to make a significant contribution to the Board of Directors and bring a

range of skills, diverse perspectives and backgrounds to its deliberations;

have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the stockholders.

The Nominating Committee will consider a number of qualifications

relating to management and leadership experience, background and integrity and professionalism in evaluating a person’s candidacy

for membership on the Board of Directors.

The nominating committee may require certain skills or attributes, such as financial or accounting

experience, to meet specific board needs that arise from time to time and will also consider the overall experience and makeup of its

members to obtain a broad and diverse mix of board members.

The nominating committee does not distinguish among nominees recommended by

stockholders and other persons.

The guidelines for selecting nominees generally

provide that persons to be nominated:

• should have demonstrated notable or significant achievements

in business, education or public service;

• should possess the requisite intelligence, education and experience

to make a significant contribution to the Board of Directors and bring a range of skills, diverse perspectives and backgrounds to its

deliberations;

• should have the highest ethical standards, a strong sense of

professionalism and intense dedication to serving the interests of the stockholders.

The nominating and governance committee will

consider a number of qualifications relating to management and leadership experience, background and integrity and professionalism in

evaluating a person’s candidacy for membership on the Board of Directors.

The nominating and governance committee may require certain

skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and will also

consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members.

The nominating and governance

committee does not distinguish among nominees recommended by stockholders and other persons.

Code of Ethics

We have adopted a written code of business conduct

and ethics, which applies to our principal executive officer, principal financial or accounting officer or person serving similar functions

and all of our other employees and members of our board of directors.

The code of ethics codifies the business and ethical principles

that govern all aspects of our business.

We did not waive any provisions of the code of business ethics during the year ended December

31, 2021 (we did not adopt a Code of Ethics until our IPO was completed).

We have previously filed a copy of our form of Code of Ethics

(and our audit committee charter and compensation committee charter) as exhibits to the registration statement for our IPO.

able to review these documents by accessing our public filings at the SEC’s web site at www.sec.gov.

In addition, a copy of the

Code of Ethics will be provided without charge upon request from us.

We intend to disclose any amendments to or waivers of certain provisions

of our Code of Ethics in a Current Report on Form 8-K.

Compensation Committee Interlocks and Insider Participation

None of our officers currently

serves, or in the past year has served, as a member of the compensation committee of any entity that has one or more officers serving

on our board of directors.

The Company has adopted a written code of business

conduct and ethics that applies to its principal executive officer, principal financial

or accounting officer or person serving similar functions and all of our other employees and members of our board of directors.

of ethics codifies the business and ethical principles that govern all aspects of our business.

intends to make any legally required disclosures regarding amendments to, or waivers of, provisions of our code of ethics on our website.

Conflicts of Interest

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potential conflicts of interests:

of our officers and directors is required to commit their full time to our affairs and, accordingly, they may have conflicts of interest

in allocating their time among various business activities.

the course of their other business activities, our officers and directors may become aware of investment and business opportunities which

may be appropriate for presentation to our company as well as the other entities with which they are affiliated.

Our management has pre-existing

fiduciary duties and contractual obligations to such entities (as well as to us) and may have conflicts of interest in determining to

which entity a particular business opportunity should be presented.

officers and directors may in the future become affiliated with entities, including other blank check companies, engaged in business

activities similar to those intended to be conducted by our company.

certain limited exceptions, the sponsor shares will not be transferable or assignable by our sponsor and other initial stockholders until

the earlier of six months after the date of the consummation of our initial business combination and the date on which the closing price

of our shares of common stock equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations

and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination, or

earlier, if, subsequent to our initial business combination, we consummate a liquidation, merger, stock exchange or other similar transaction

which results in all of our stockholders having the right to exchange their shares for cash, securities or other property.

limited exceptions, the private placement warrants, working capital warrants, extension warrants, and the common stock underlying such

warrants, will not be transferable, assignable or saleable by our sponsor or its permitted transferees until 30 days after the completion

of our initial business combination.

Since our sponsor and officers and directors may directly or indirectly own common stock and warrants,

our officers and directors may have a conflict of interest in determining whether a particular target business is an appropriate business

with which to effectuate our initial business combination.

addition, our officers and directors may loan funds to us after our initial public offering and may be owed reimbursement for expenses

incurred in connection with certain activities on our behalf which may only be repaid from the trust account if we complete an initial

business combination.

For the foregoing reasons, the personal and financial interests of our directors and executive officers may influence

their motivation in identifying and selecting a target business, completing a business combination in a timely manner and being able

to transfer their shares and private warrants.

sponsor, officers and directors have agreed to waive their redemption rights with respect to any sponsor shares and any public shares

held by them in connection with the consummation of our initial business combination.

Additionally, our initial stockholders, officers

and directors have agreed to waive their redemption rights with respect to any sponsor shares held by them if we fail to consummate our

initial business combination within nine months after the closing of our initial public offering or during any extension period.

if our sponsor or any of our officers, directors or affiliates acquire public shares in or after our initial public offering, they will

be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to consummate our initial

business combination within the prescribed time frame.

If we do not complete our initial business combination within such applicable

time period, the proceeds of the sale of the private placement warrants held in the trust account will be used to fund the redemption

of our public shares, and the private placement warrants will expire worthless.

key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business combination.

These agreements may provide for them to receive compensation following our initial business combination and as a result, may cause them

to have conflicts of interest in determining whether to proceed with a particular business combination.

key personnel may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation

of any such key personnel was included by a target business as a condition to any agreement with respect to our initial business combination.

As a result of multiple business affiliations,

our officers and directors may have similar legal obligations relating to presenting business opportunities to multiple entities.

conflicts of interest may arise when our board evaluates a particular business opportunity.

We cannot assure you that any of the above-mentioned

conflicts will be resolved in our favor.

Furthermore, each of our officers and directors has pre-existing fiduciary or contractual obligations

to other businesses of which they are officers or directors.

To the extent they identify business opportunities which may be suitable

for the entities to which they owe pre-existing fiduciary or contractual obligations, our officers and directors will honor those fiduciary

or contractual obligations subject to his or her fiduciary duties under the laws of the State of Delaware.

Accordingly, it is possible

they may not present opportunities to us that otherwise may be attractive to us unless the entities to which they owe pre-existing fiduciary

or contractual obligations and any successors to such entities have declined to accept such opportunities subject to his or her fiduciary

duties under the laws of the State of Delaware.

Our amended and restated certificate of incorporation

provides that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly

offered to such person solely in his or her capacity as a director or officer of our company subject to his or her fiduciary duties under

the laws of the State of Delaware and such opportunity is one we are legally and contractually permitted to undertake and would otherwise

be reasonable for us to pursue.

The conflicts described above may not be resolved

in our favor.

The following table summarizes the other relevant pre-existing

fiduciary or contractual obligations of our officers and directors:

Name of Individual

Name of Affiliated Entity

Position at Affiliated Entity

Jonathan Intrater

Ladenburg, Thalmann & Co.

Managing Director

Versant Group

VG Asset Management Co

Asia Chairman

Loren Mortman

The Equity Group Inc.

If we submit our initial business combination

to our public stockholders for a vote, our sponsor, as well as all of our management team have agreed to vote any shares held by them

in favor of our initial business combination.

In addition, they have agreed to waive their respective rights to participate in any liquidation

distribution with respect to their founder shares.

If they purchase shares of common stock, however, they would be entitled to participate

in any liquidation distribution in respect of such shares but have agreed not to redeem such shares in connection with the consummation

of an initial business combination.

None of our officers and directors is required to commit their full time to our affairs and, accordingly, they may have conflicts of interest in allocating their time among various business activities.

In the course of their other business activities, our officers and directors may become aware of investment and business opportunities which may be appropriate for presentation to our company as well as the other entities with which they are affiliated.

Our Management has pre-existing fiduciary duties and contractual obligations to such entities (as well as to us) and may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

Our officers and directors may in the future become affiliated with entities engaged in business activities similar to those intended to be conducted by our company.

The conflicts

described above may not be resolved in our favor.

All ongoing and future transactions between

us and any of our sponsor or management team, or their respective affiliates, will be on terms believed by us to be no less favorable

to us than are available from unaffiliated third parties.

Such transactions will require prior approval by a majority of our uninterested

“independent” directors or the members of our board of directors who do not have an interest in the transaction,

in either case who had access, at our expense, to our attorneys or independent legal counsel.

We will not enter into any such transaction

unless our disinterested “independent” directors determine that the terms of such transaction are no less favorable to us

than those that would be available to us with respect to such a transaction from unaffiliated third parties.

We are not prohibited from pursuing an initial

business combination with a business that is affiliated with our sponsors, officers or directors.

further minimize conflicts of interest, we have agreed not to consummate an initial business combination with an entity that is affiliated

with any of our founders, officers or directors unless we have obtained an opinion from an independent investment banking firm, or another

independent entity that commonly renders valuation opinions, and the approval of a majority of our disinterested independent directors

that the business combination is fair to our unaffiliated stockholders from a financial point of view.

Furthermore, in no event will any

of our founders, members of our management team or their respective affiliates be paid any finder’s fee, consulting fee or other

similar compensation prior to, or for any services they render in order to effectuate, an initial business combination (regardless of

the type of transaction that it is) other than the amounts described in the prospectus set forth in the registration statement for our

initial public offering and reimbursement of any out-of-pocket expenses.

As noted above, our Chief Executive Officer is

affiliated with Ladenburg Thalmann, which was also the underwriter in our initial public offering.

He will owe a pre-existing fiduciary

duty to Ladenburg Thalmann, meaning that he will present opportunities to Ladenburg Thalmann prior to presenting them to us, if, for example,

a potential target company is open to either raising funds in an offering or engaging in a transaction with a SPAC.

This may limit the

number of potential targets they present to us for purposes of completing a business combination.

Ladenburg Thalmann is continuously made aware of

potential business opportunities, one or more of which we may desire to pursue for an initial business combination.

While Ladenburg Thalmann

will not have any duty to offer acquisition opportunities to us, Ladenburg Thalmann may become aware of a potential transaction that is

an attractive opportunity for us, which Ladenburg Thalmann may decide to share with us.

In addition, our officers and directors may have

a duty to offer acquisition opportunities to other entities to which they owe duties or clients of affiliates of our sponsor.

investment ideas generated within Ladenburg Thalmann, including by our Chief Executive Officer and other persons who may make decisions

for the company, may be suitable both for us and for affiliates of Ladenburg Thalmann or any of their respective clients, and may be directed

initially to such persons rather than to us.

None of Ladenburg Thalmann nor members of our management team who are also employed by Ladenburg

Thalmann have any obligation to present us with any opportunity for a potential business combination of which they become aware unless

it is offered to them solely in their capacity as a director or officer of the Company and after they have satisfied their contractual

and fiduciary obligations to other parties.

Upon the closing of our initial public offering,

we entered into a Business Combination Marketing Agreement with Ladenburg Thalmann, pursuant to which we engaged Ladenburg Thalmann to

provide certain specified services to us in connection with our initial business combination.

In particular, Ladenburg Thalmann may 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, but will not provide any M&A-related advisory

services pursuant to the Business Combination Marketing Agreement.

This agreement provides that we will pay Ladenburg Thalmann 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.

In the ordinary course of business, Ladenburg Thalmann and its affiliates may at any time hold

long or short positions, and may trade or otherwise effect transactions, for its own account and the accounts of customers, in debt or

equity securities of us, our affiliates or other entities that may be involved in the transactions contemplated by the Business Combination

Marketing Agreement, and may provide advisory and other services to one or more actual or potential business combination targets, investors

or other parties to any business combination or other transaction entered into by us, for which services Ladenburg Thalmann or one or

more of its affiliates may be paid fees, including fees conditioned upon the closing of a particular business combination or other transaction

or transactions.

This financial interest may result in Ladenburg Thalmann having a conflict of interest when providing the services to

us in connection with an initial business combination.

us and any of our management team or their respective affiliates, will be on terms believed by us to be no less favorable to us than are

available from unaffiliated third parties.

Such transactions will require prior approval by a majority of our uninterested "independent”

directors or the members of our board of directors who do not have an interest in the transaction, in either case who had access,

at our expense, to our attorneys or independent legal counsel.

We will not enter into any such transaction unless our disinterested "independent”

directors determine that the terms of such transaction are no less favorable to us than those that would be available to us with respect

to such a transaction from unaffiliated third parties.

Limitation on Liability and Indemnification of Officers and Directors

Our amended and restated certificate of incorporation

provides that our officers and directors will be indemnified by us to the fullest extent authorized by Delaware law, as it now exists

or may in the future be amended.

In addition, our amended and restated certificate of incorporation will provide that our directors will

not be personally liable for monetary damages to us or our stockholders for breaches of their fiduciary duty as directors, unless they

violated their duty of loyalty to us or our stockholders, acted in bad faith, knowingly or intentionally violated the law, authorized

unlawful payments of dividends, unlawful stock purchases or unlawful redemptions, or derived an improper personal benefit from their actions

as directors.

Our bylaws also permit us to secure insurance on

behalf of any officer, director or employee for any liability arising out of his or her actions, regardless of whether Delaware law would

permit such indemnification.

We have purchased a policy of directors’ and officers’ liability insurance that insures our officers

and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations

to indemnify our officers and directors.

Except with respect to any public shares they may acquire in our initial public offering or thereafter

(in the event we do not consummate an initial business combination), our officers and directors have agreed to waive (and any other persons

who may become an officer or director prior to the initial business combination will also be required to waive) any right, title, interest

or claim of any kind in or to any monies in the trust account, and not to seek recourse against the trust account for any reason whatsoever,

including with respect to such indemnification.

These provisions may discourage stockholders from

bringing a lawsuit against our directors for breach of their fiduciary duty.

These provisions also may have the effect of reducing the

likelihood of derivative litigation against officers and directors, even though such an action, if successful, might otherwise benefit

us and our stockholders.

Furthermore, a stockholder’s investment may be adversely affected to the extent we pay the costs of settlement

and damage awards against officers and directors pursuant to these indemnification provisions.

We believe that these provisions and our directors’

and officers’ liability insurance are necessary to attract and retain talented and experienced officers and directors.

The Company intends to enter into indemnification

agreements with each of its directors and executive officers that may be broader than the specific indemnification provisions contained

These indemnification agreements, which have been authorized for execution by the Cardio board of directors, requires the

Company, among other things, to indemnify its directors and executive officers against liabilities that may arise by reason of their status

These indemnification agreements also require the

Company to advance all expenses reasonably and actually incurred by its directors and executive officers in investigating or defending

any such action, suit or proceeding.

Our By-laws provide that Cardio must

indemnify and advance expenses to Cardio’s directors and officers to the fullest extent authorized by the DGCL.

that these agreements and By-laws provisions are necessary to attract and retain qualified individuals to serve as directors and executive

Cardio maintains insurance policies under which

its directors and officers are insured, within the limits and subject to the limitations of those policies, against certain expenses in

connection with the defense of, and certain liabilities which might be imposed as a result of, actions, suits, or proceedings to which

they are parties by reason of being or having been its directors or officers.

The coverage provided by these policies may apply whether

or not the Company would have the power to indemnify such person against such liability under the provisions of the DGCL .

At present, we are not aware of any pending litigation or proceeding involving any person who will be one of the Company’s directors

or officers or is or was one of its directors or officers, or is or was one of its directors or officers serving at its request as a director,

officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, for which indemnification is

sought, and we are not aware of any threatened litigation that may result in claims for indemnification.

The DGCL authorizes corporations to limit or

eliminate the personal liability of directors of corporations and their stockholders

for monetary damages for breaches of directors’ fiduciary duties, subject to certain exceptions.

Our Second Amended and Restated

Certificate of Incorporation includes a provision that eliminates the personal liability of directors for damages for any breach of fiduciary

duty as a director where, in civil proceedings, the person acted in good faith and in a manner that person reasonably believed to be in

or not opposed to the best interests of our Company or, in criminal proceedings, where the person had no reasonable cause to believe that

his or her conduct was unlawful.

The limitation of liability, advancement and

indemnification provisions in our Second Amended and Restated Certificate

of Incorporation and our By-laws may discourage stockholders from bringing lawsuit against directors for breach of their fiduciary

These provisions also may have the effect of reducing the likelihood of derivative litigation against directors and officers, even

though such an action, if successful, might otherwise benefit Cardio and our stockholders.

In addition, your investment may be adversely

affected to the extent Cardio pays the costs of settlement and damage awards against directors and officer pursuant to these indemnification

There is currently no

pending material litigation or proceeding involving any of Cardio’s directors, officers, or employees for which indemnification

Section 16(a) Beneficial Ownership Reporting Compliance

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to us and written representations from certain reporting persons, we believe that, during the fiscal year ended December 31, 2022,

our sponsor, directors, executive officer, and ten percent stockholders complied with all Section 16(a) filing requirements,

except that the reports on Form 3 filed by our sponsor, directors and executive officer were inadvertently tardy and were filed on December

2, 2021 except for the Form 3 of Mr.

Liu which was filed on December 6, 2021.

our directors, executive officers, and ten percent stockholders complied with all Section 16(a) filing requirements.

Executive Compensation.

No executive officer has received any cash compensation

for services rendered to us.

No compensation or fees of any kind, including finder’s, consulting fees and other similar fees, will

be paid to our founders, members of our management team or their respective affiliates, for services rendered prior to, or in order to

effectuate the consummation of, our initial business combination (regardless of the type of transaction that it is).

Directors, officers 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.

There is no limit on the amount of out-of-pocket

expenses reimbursable by us.

Our audit committee will review on a quarterly basis all payments that were made to the sponsor, our officers

or directors, or our or their affiliates.

After our initial business combination, members of

our management team who remain with us may be paid employment, consulting, management or other fees from the combined company with any

and all amounts being fully disclosed to stockholders, to the extent then known, in the proxy solicitation materials furnished to our

stockholders.

The amount of such compensation may not be known at the time of a stockholder meeting held to consider an initial business

combination, as it will be up to the directors of the post-combination business to determine executive and director compensation.

event, such compensation will be publicly disclosed at the time of its determination in an Exchange Act filing such as Current Report

on Form 8-K, as required by the SEC.

The existence or terms of any such employment or consulting arrangements may influence our management’s

motivation in identifying or selecting a target business, but we do not believe that such arrangements will be a determining factor in

our decision to proceed with any potential business combination.

Security Ownership of Certain Beneficial

Owners and Management and Related Stockholder Matters.

The following table sets forth information regarding

the beneficial ownership of our shares of common stock as of March 30, 2022 by:

each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock;

each of our officers and directors;

all of our officers and directors as a group.

Unless otherwise indicated, we believe that all persons

named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them.

The following

table does not reflect beneficial ownership of the warrants or rights included in the units offered by this Form 10-K or the private warrants

included the private placement as these warrants are not exercisable and these rights are not convertible within 60 days of the date of

this Annual Report on Form 10-K.

As of March 30, 2022, there were 8,125,000 shares of Common Stock (assuming all of the shares of common

stock are separated from the units) issued and outstanding and upon which we base the information in the table below.

This section discusses the material components

of the executive compensation program for our executive officers who are named in the “2022 Summary Compensation Table” below.

For the year ended December 31, 2022, our “named executive officers” (“NEOs”) and their positions were as

Meeshanthini V.

Dogan, Chief Executive Officer;

Warren Hosseinion, Chairman of the Board;

Elisa Luqman, Chief Financial Officer.

As required by SEC rules, Cardio’s “NEOs”

for 2022 also include Jonathan Intrater, who was the chief executive officer of Mana prior to the closing of the Business Combination.

Intrater did not receive any employee compensation during the year ended December 31, 2022.

Accordingly, the following executive compensation

disclosure omits Mr.

Intrater and includes only the compensation of Cardio’s NEOs as of the closing of the Business Combination.

2022 Summary Compensation Table

The following table sets forth information concerning

the compensation of our named executive officers for fiscal years ended December 31, 2021 and December 31, 2022.

Current Officers Name & Principal Position

Option Awards (3)

All Other Compensation ($)

Meeshanthini V.

Warren Hosseinion, Chairman

Elisa Luqman, CFO

(1) All Other Compensation

includes Cardio’s contribution to the Company’s 401(k) account on behalf of executive and health and dental insurance coverage.

(2) Discretionary stock

grants made by Legacy Cardio in 2021 for performance.

These amounts reflect the grant date fair values of performance awards.

reported do not reflect compensation actually received.

(3) Discretionary stock

option grants made in 2022 by Legacy Cardio and subsequently exchanged for options under the Cardio Diagnostics Holdings, Inc.

Incentive Plan in connection with the Closing of the Business Combination.

All outstanding options became immediately vested at that time.

These amounts reflect the grant date fair values of performance awards based upon the Nasdaq closing stock price of $5.99 on the date

of the Closing of the Business Combination.

The amounts reported do not reflect compensation actually received.

(4) Discretionary cash

bonus paid in 2022, for 2021 and 2022 performance and completion of the Business Combination.

(5) Consulting compensation

paid prior to Closing of the Business Combination.

Narrative to the Summary Compensation Table

2022 Base Salary

The named executive officers receive a base

salary to compensate them for services rendered to our company.

The base salary payable to each named executive officer is intended to

provide a fixed component of compensation reflecting the executive’s skill set, experience, role and responsibilities.

the base salaries paid to each of Dr.

Hosseinion and Ms.

Luqman are set forth in the “Summary Compensation Table”

above in the column titled “Salary.” Each of the NEOs has entered into an employment agreement (or, in the case of Dr.

a Non-Executive Chairman and Consulting Agreement), which became effective as of the Closing of the Business Combination.

A brief summary

of those agreements is set forth below under the caption, “Agreements with Our Executive Officers and Non-Executive Chairman of

2022 Cash Performance Incentives

Prior to the Closing of the Business Combination,

Legacy Cardio’s Board of Directors determined that it was in Cardio’s best interests to award cash performance incentive payments

to certain Legacy Cardio executive officers and directors in recognition of each such individual’s efforts required in connection

(i) successfully completing the private placements of Legacy’s Cardio’s Common Stock in 2022, and (ii) since May 27,

2022, assisting in the preparation and filing with the SEC of the registration statement on Form S-4 relating to the Business Combination

and related matters, as well as amendments thereto, responding to comments thereon made by the SEC applicable to Legacy Cardio, facilitating

the completion of the SEC’s review thereof, including assisting in seeking to cause the registration statement to be declared effective,

and handling numerous other matters incidental to consummating the Business Combination pursuant to the Merger Agreement.

The Legacy Cardio

Board awarded the cash bonuses to the named executive officers, as reflected in the “Bonus” column of the Summary Compensation

Table, which awards were pre-approved by the Mana Board of Directors.

Annual Bonuses

not currently maintain an annual bonus program for our employees, including our named executive officers.

However, the employment agreements

and, in the case of Dr.

Hosseinion, his Non-Executive Chairman and Consulting Agreement, provide that our named executive officers are

eligible to receive an annual cash bonus based on the extent to which, in the discretion of the Board, each such person achieves

or exceeds specific and measurable individual and Company performance objectives.

The Board did not award any annual bonuses in 2022.

Equity Compensation

Legacy Cardio established and maintained a 2022

Equity Incentive Plan (the “2022 Legacy Plan”) pursuant to which Legacy Cardio granted stock options to certain executive

officers, directors, employees and consultants.

Options were granted in May 2022 under the Legacy Cardio Plan, none of which would vest

until the Closing of the Business Combination, if ever.

Unvested stock options granted pursuant to the 2022 Legacy Plan were exchanged

into stock options in the Company under the Cardio Diagnostics Holdings, Inc.

2022 Equity Incentive Plan (the “2022 Plan”),

adopted by the Mana Board of Directors and approved by the Mana stockholders in connection with the Business Combination.

granted to the named executive officers that were exchanged in connection with the Business Combination are reflected in the column “Option

Awards” in the Summary Compensation Table.

The number of options granted to each named executive officer is the number of previously-granted

Legacy Cardio options, as adjusted for the merger exchange ratio.

The 2022 Plan, as adopted, provides for the

grant of up to 3,256,383 shares of Common Stock upon exercise of granted options, awards of restricted stock units, rewards of restricted

stock and other equity awards as may be determined by the Board of Directors.

In the discretion of the Board, the number of shares of

Common Stock available under the 2022 Plan may be increased as of January 1 of each year, without additional stockholder approval.

application of the Business Combination exchange ratio of 3.427259, the 511,843 Legacy Cardio stock options were exchanged for 1,754,219

stock options under the 2022 Plan at an exercise price of $3.90 per share.

All of the exchanged options vested and became immediately

exercisable upon the Closing of the Business Combination.

The Board did not increase the aggregate number of shares available under

the 2022 Plan on January 1, 2023.

In the future, we may grant cash and equity incentive awards to directors, employees (including our

named executive officers) and consultants in order to continue to attract, motivate and retain the talent for which we compete.

Other Elements of Compensation

Retirement Plan

We maintain a 401(k) retirement savings plan

for our employees, including our named executive officers, who satisfy certain eligibility requirements.

The Internal Revenue Code allows

eligible employees to defer a portion of their compensation, within prescribed limits, on a pre-tax basis through contributions to the

We believe that providing a vehicle for tax-deferred retirement savings though our 401(k) plan adds to the overall desirability

of our executive compensation package and further incentivizes our employees, including our named executive officers, in accordance with

our compensation policies.

Employee Benefits and Perquisites

Health/Welfare Plans.

All of our full-time employees,

including our named executive officers, are eligible to participate in our health and welfare plans, including:

• medical, dental and vision benefits;

• medical and dependent care flexible spending accounts;

• life insurance and accidental death and dismemberment;

We believe the benefits described above are

necessary and appropriate to provide a competitive compensation package to our employees, including our named executive officers.

not provide any perquisites to our named executive officers.

No Tax Gross-Ups

We do not make gross-up payments to cover our

named executive officers’ personal income taxes that may pertain to any of the compensation or benefits paid or provided by our

Outstanding Equity Awards at Fiscal Year-End Table

The following table summarizes the number of

shares of common stock underlying outstanding equity incentive plan awards for each named executive officer as of December 31, 2022.

have made no stock awards under the 2022 Plan and accordingly, that portion of the table has been omitted.

Option Awards

of Securities Underlying Unexercised Options (#)(1)

Incentive Plan Awards:

Number of Securities Underlying Unexercised Unearned Options (#)

Exercise Price ($)

Expiration Date

Unexercisable

Meeshanthini V.

Warren Hosseinion

Agreements with Our Executive Officers and Non-Executive Chairman

In connection with preparations for the Business

Combination, Cardio executed employment agreements as of May 27, 2022 with each person

expected to be named an executive officer of the combined entity.

Other than the agreement with Khullani Abdullahi, whose agreement was

effective as of May 19, 2022, the agreements became effective upon Closing of the Business Combination.

The principal terms of each of

agreements is as follows:

Employment Agreement between Cardio and

Meeshanthini V.

Dogan (Chief Executive Officer)

Dogan’s five-year employment agreement

provides for (i) an annual base salary of $300,000, (ii) eligibility to receive an annual cash bonus based on the extent to which, in

the discretion of the Board, Dr.

Dogan achieves or exceeds specific and

measurable individual and Company performance objectives, and (iii) eligibility to participate in any long-term incentive plan that is

made available to similarly positioned executives, employee benefit or group insurance plans maintained from time to time by Cardio.

incentive plan awards may include cash, or equity awards settled in shares of Company stock, including but not limited to stock options,

restricted stock and performance shares.

Dogan were to leave the Company as a "Good Leaver,” as defined in the employment

agreement, terms of any long-term incentive award will be deemed satisfied immediately prior to such termination and as such, all awards

and grants will be deemed fully vested.

In addition, Dr.

Dogan will be reimbursed for her reasonable and usual business expenses incurred

on behalf of the Company.

Severance benefits will be payable in the event Dr.

Dogan’s termination is either by the Company without

cause or by her with "good reason,” as defined in the agreement.

In such event and in addition to accrued salary benefits as

of the date of termination, the Company will pay Dr.

Dogan an amount equal to a (x) two times the sum of her most recent base salary and

target annual bonus and (y) an amount in cash equal to the Company’s premium amounts paid for her coverage under group medical,

dental and vision programs for a period of 24 months.

The agreement also contains customary confidentiality, non-solicitation, non-competition

and cooperation provisions.

The employment agreement will automatically renew for an additional year following the initial term and any

renewal term, unless either party provides 60-days’ written notice before the end of the then-current term.

The Company may terminate

Dogan’s employment without cause (as defined in the agreement) by providing 60 days’ advance written notice.

may terminate her employment for any reason.

Non-Executive Chairman and Consulting Agreement

between Cardio and Warren Hosseinion

Cardio has retained Dr.

Hosseinion under a

five-year consulting agreement to serve as Non-Executive Chairman of the Board following the Merger and to provide other services as requested.

Upon expiration of such provision, the agreement may be renewed for an additional one-year term.

In addition to his duties as Chairman,

the agreement provides that Dr.

Hosseinion will provide consulting services assisting management in developing business strategy and business

plans, identifying business opportunities and identifying strategic relationships and strategies to further develop the Company’s

In the event he is not reelected as Chairman of the Board, the terms of this agreement will continue strictly as a consulting services

Conversely, if his consulting services are terminated, such termination will not affect his Chairman Services, provided that

he remains eligible to serve as Chairman.

For his Chairman services and consulting services, the agreement provides for a fee of $300,000

per year payable in monthly installments of $25,000.

In addition, Dr.

Hosseinion is entitled to be awarded any equity compensation otherwise

payable to Board members in connection with their service on the Board and to be reimbursed for all reasonable and necessary business

expenses incurred in the performance of his consulting services and Chairman services.

Hosseinion’s services are terminated

by the Company other than for Cause (as defined in the agreement), including any discharge without Cause, liquidation or dissolution of

the Company, or a termination caused by death or Disability (as defined in the agreement), the Company will pay Dr.

Hosseinion (or his

estate) the consulting fees equal to two times his annual consulting compensation, payable within 60 days, in one lump sum, plus any expenses

owing for periods prior to and including the date of termination of the consulting services.

The agreement also contains customary confidentiality,

non-solicitation, non-disparagement and cooperation provisions.

Either party may terminate the agreement without cause after giving prior

written notice to the other party.

The agreement may be terminated by the Company at any time for cause, as defined in the agreement.

Employment Agreement between Cardio and

Elisa Luqman (Chief Financial Officer)

Luqman’s five-year employment agreement

provides for (i) an annual base salary of $275,000, (ii) eligibility to receive an annual cash bonus based on the extent to which, in

the discretion of the Board, Ms.

Luqman achieves or exceeds specific and measurable individual and Company performance objectives, and

(iii) eligibility to participate in any long-term incentive plan that is made available to similarly positioned executives, employee benefit

or group insurance plans maintained from time to time by Cardio.

Long-term incentive plan awards may include cash, or equity awards settled

in shares of Company stock, including but not limited to stock options, restricted stock and performance shares.

Luqman were to

leave the Company as a "Good Leaver,” as defined in the employment agreement, terms of any long-term incentive award will be

deemed satisfied immediately prior to such termination and as such, all awards and grants will be deemed fully vested.

In addition, Ms.

Luqman will be reimbursed for her reasonable and usual business expenses incurred on behalf of the Company.

Severance benefits will be

payable in the event Ms.

Luqman’s termination is either by the Company without cause or by her with "good reason,” as

defined in the agreement.

In such event and in addition to accrued salary benefits as of the date of termination, the Company will pay

Luqman an amount equal to a (x) the sum of her most recent base salary and target annual bonus and (y) an amount in cash equal to

the Company’s premium amounts paid for her coverage under group medical, dental and vision programs for a period of 12 months, provided

that she has elected continued coverage under COBRA.

The agreement also contains customary confidentiality, non-solicitation, non-competition

and cooperation provisions.

The employment agreement will automatically renew for an additional year following the initial term and any

renewal term, unless either party provides 60-days’ written notice before the end of the then-current term.

The Company may terminate

Luqman’s employment without cause (as defined in the agreement) by providing 60 days’ advance written notice.

may terminate her employment for any reason.

Director Compensation

2021 and 2022, Cardio did not compensate its directors for service as a director.

Cardio reimburses its non-employee directors for reasonable travel

and out-of-pocket expenses incurred in connection with attending board of director and committee meetings or undertaking other business

on behalf of Cardio.

The newly-constituted compensation committee

following the consummation of the Business Combination has not yet determined the type and level of compensation, if any, for those persons

serving as members of the Board of Directors.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

following table sets forth information regarding

the beneficial ownership of the Company’s Common Stock as of March 27, 2023 by:

each person known to the Company to be the beneficial owner of more than 5% of the Company’s Common Stock;

each person who is a “named executive officer” or a director of the Company

all of the Company’s executive officers and directors as a group.

Beneficial ownership is determined in accordance

with SEC rules and includes voting or investment power with respect to securities.

Except as indicated by the footnotes below, the Company

believes, based on the information furnished to it as of the Closing of the Business Combination, that the persons named in the table

below have, sole voting and investment power with respect to all stock that they beneficially own, subject to applicable community property

All Company stock subject to options or warrants exercisable within 60 days of the date of the table are deemed to be outstanding

and beneficially owned by the persons holding those options or warrants for the purpose of computing the number of shares beneficially

owned and the percentage ownership of that person.

They are not, however, deemed to be outstanding and beneficially owned for the purpose

of computing the percentage ownership of any other person.

Subject to the paragraph above, percentage

ownership of outstanding shares is based on 9,614,743 shares of the Company’s Common Stock outstanding as of March 27, 2023.

Name and Address of Beneficial Owner(1)

Ownership (3)

Percentage of

Directors and Executive Officers

Jonathan Intrater (3)

Loren Mortman

All directors and officers as a group (3 individuals)

5% or greater beneficial owners

Mana Capital LLC (4)

Weiss Asset Management LP (5)

Space Summit Capital LLC (6)

Feis Equities LLC (7)

Saba Capital Management, L.P.

Unless otherwise indicated, the business address of each of our officers, directors and sponsor is 8 The Green, Suite #12490, Dover, Delaware 19901.

Based on an aggregate of 8,125,000 shares of common stock issued and outstanding.

Excludes 150,000 shares of common stock and 100,000 private warrants to be transferred to the listed holder by our Sponsor upon, or subsequent to, the closing of our initial business combination.

Excludes 2,500,000 private warrants purchased by our sponsor

simultaneously with the consummation of our IPO.

Such warrants are not exercisable within the next 60 days.

Tong Mao is the owner of

substantially all of the voting interests of Mana Capital LLC and has the power to direct its affairs, including the voting and sale

of all securities of the Company owned by Mana Capital LLC.

Based on information contained in the Schedule 13G filed by Weiss Asset Management, WAM GP, and Andrew Weiss.

Each reporting person has shared power to vote 589,000 shares of common stock and shared the power to dispose of such shares.

The business address for each reporting person is 222 Berkeley St., 16 th Floor, Boston, Massachusetts 02116.

Based on information contained in the Schedule 13G/A filed by Space Summit Capital LLC, the reporting entity has sole power to vote 415,689 share and sole power to dispose of such shares.

The business address for the reporting person is 15455 Albright Street, Pacific Palisades, CA 90272.

Based on information contained in the Schedule 13G/A filed by Feis Equities LLC and Mr.

Each reporting person has sole power to vote 583,612 shares and sole power to dispose of such shares.

The business address for the reporting persons is 20 North Wacker Drive, Suite 2115, Chicago, Illinois 60606.

Based on information contained in the Schedule 13G filed by Saba Capital Management, L.P., Saba Capital Management GP, LLC, and Boaz R.

Weinstein, the reporting persons have the shared power to vote 471,299 shares and the shared power to dispose of such shares.

The business address for the reporting person is 405 Lexington Avenue, 58 th Floor, New York, New York, 10174.

Our sponsor and members of our board of directors

beneficially own approximately 20% of the issued and outstanding shares of our common stock.

Because of the ownership block held by our

sponsor and directors, such individuals may be able to effectively exercise influence over all matters requiring approval by our stockholders,

including the election of directors and approval of significant corporate transactions other than approval of our initial business combination.

Our sponsor, officers and directors are deemed to be our “promoters” as such term is defined under the federal securities

Certain Relationships, and Related Transactions and Director

On June 22, 2021, our sponsor purchased 1,437,500

shares of common stock for an aggregate purchase price of $25,000.

In September 2021, we amended the terms of the subscription agreement

to issue our sponsor an additional 62,500 shares of common stock, resulting in our sponsor holding an aggregate of 1,500,000 shares of

common stock so that the shares of common stock held by our sponsor will account for, in the aggregate, 20% of our issued and outstanding

shares following our initial public offering.

In November 2021, we entered into a second amended and restated subscription agreement

with the sponsor pursuant to which we issued the sponsor an additional 50,000 shares, resulting in the sponsor holding an aggregate of

1,550,000 shares (so that the sponsor shares will account for 20% of our issued and outstanding shares after the initial public offering)

and also agreed that, if the underwriters exercise the over-allotment option, we will issue to our sponsor such number of additional shares

of common stock (up to 232,500 shares) as to maintain our sponsor’s ownership at 20% or our issued and outstanding common stock

upon the consummation of our initial public offering.

The sponsor shares are identical to the shares

of common stock included in the units offered and sold in our initial public offering.

However, the holders of sponsor shares have agreed

(A) to vote their sponsor shares (as well as any public shares acquired in or after our initial public offering) in favor of any proposed

business combination, (B) not to propose an amendment to the Certificate of Incorporation, prior to a business combination, to affect

the substance or timing of the Company’s obligation to redeem all public shares if it cannot complete an business combination within

nine months (or up to 21 months) of the closing of our initial public offering, unless the Company provides public stockholders an opportunity

to redeem their public shares, (C) not to redeem any shares in connection with a stockholder vote to approve a proposed initial business

combination or any amendment to our charter documents prior to consummation of an initial business combination or sell any shares to us

in a tender offer in connection with a proposed initial business combination and (D) that the sponsor shares shall not participate in

any liquidating distribution from the trust account upon winding up if a business combination is not consummated.

All of the sponsor shares held by our sponsor

and our directors have been placed in escrow with Continental Stock Transfer & Trust Company, as escrow agent, until the earlier of

six months after the date of the consummation of our initial business combination and the date on which the closing price of our shares

of common stock equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations and recapitalizations)

for any 20 trading days within any 30-trading day period commencing after our initial business combination, or earlier, if, subsequent

to our initial business combination, we consummate a liquidation, merger, stock exchange or other similar transaction which results in

all of our stockholders having the right to exchange their shares for cash, securities or other property.

During the escrow period, the holders of these

shares will not be able to sell or transfer their securities except for transfers, assignments or sales (i) to our officers or directors,

any affiliate or family member of any of our officers or directors, any of the sponsor’s members, officers, directors, consultants,

or affiliates of the sponsor or any of their affiliates or any other pecuniary interest holders in the sponsor at the time of our initial

public offering or family members of the foregoing , (ii) to an initial holder’s stockholders or members upon its liquidation,

(iii) by gift to a member of an individual stockholder’s family or to a trust, the beneficiary of which is a member of such individual’s

immediate family, an affiliate of such individual or to a charitable organization, (iv) by virtue of the laws of descent and distribution

upon death, (v) pursuant to a qualified domestic relations order, (vi) to us for no value for cancellation in connection with the consummation

of our initial business combination, (vii) in connection with the consummation of our initial business combination, by private sales at

prices no greater than the price at which the shares were originally purchased, (viii) in the event of our liquidation prior to our consummation

of an initial business combination, (ix) by virtue of the laws of the State of Delaware or the sponsor’s limited liability company

agreement upon dissolution of the sponsor, or (x) in the event that, subsequent to the consummation of an initial business combination,

we complete a liquidation, merger, capital stock exchange or other similar transaction which results in all of our stockholders having

the right to exchange their common stock for cash, securities or other property in each case (except for clauses (vi), (viii), (ix)

or (x) or with our prior consent) where the transferee agrees to the terms of the escrow agreement and to be bound by these transfer restrictions.

The holders will retain all other rights as our stockholders, including, without limitation, the right to vote their shares of common

stock and the right to receive cash dividends, if declared.

If dividends are declared and payable in shares of common stock, such dividends

will also be placed in escrow.

If we are unable to effect a business combination and liquidate, there will be no liquidation distribution

with respect to the sponsor.

On June 11, 2021, our sponsor agreed to loan

us up to $200,000 pursuant to a note which was due and payable by the later of December 11, 2021 in the event that our initial public

offering was not successfully completed by such date or the date on which we complete our initial business

We had borrowed $45,000 under this note and such amount was repaid at the closing of our initial public offering.

Our sponsor purchased 2,500,000 warrants at

the closing of our initial public offering in a private placement, for an aggregate price of $2,500,000.

This purchase of the additional

2,500,000 warrants took place on a private placement basis simultaneously with the consummation of our initial public offering.

private warrants have an exercise price of $11.50 per share, are identical to the public warrants contained in the public units sold in

our initial public offering, and the terms of the private warrants will remain the same irrespective of the holder thereof.

event of a liquidation prior to our initial business combination, the private warrants will expire worthless.

The purchasers of the private

warrants have also agreed not to transfer, assign or sell any of the private warrants or underlying securities (except to the same permitted

transferees as the sponsor and provided the transferees agree to the same terms and restrictions as the permitted transferees of the sponsor

must agree to, each as described above) until the completion of our initial business combination.

Our Sponsor has agreed

to transfer to Mr.

Intrater, our Chief Executive Officer, an aggregate of 150,000 of its sponsor shares upon, or subsequent to, the

consummation of our initial business combination.

In addition, our Sponsor agreed to transfer to Mr.

Intrater 100,000 of the private warrants

following the consummation of our initial business combination if the closing price of our common stock is greater than $12.50 per share

for twenty (20) consecutive trading days prior to the consummation of our initial business combination.

In addition, upon the

completion of our initial public offering, our sponsor transferred 30,000 sponsor shares to each of Mr.

Mortman in consideration

of future services to us as a director of the Company.

Other than the foregoing and

as described in this paragraph, no compensation or fees of any kind, including finder’s, consulting fees and other similar fees,

will be paid to our Sponsor, members of our management team or their respective affiliates, for services rendered prior to or in connection

with the consummation of our initial business combination (regardless of the type of transaction that it is).

However, such individuals

will receive the repayment of any loans from our Sponsor, officers and directors (i) in connection with the extension of the time

period to complete a business combination or (ii) for working capital purposes and 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.

There is no limit on the amount of out-of-pocket expenses reimbursable

Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers, directors or our or

their affiliates and will determine which expenses and the amount of expenses that will be reimbursed.

If we anticipate that we may not be able to consummate

our initial business combination within nine months, we may, but are not obligated to, extend the period for up to twelve (12) additional

one-month periods to consummate a business combination.

In order to extend the time available for us to consummate our initial business

combination, our board of directors would adopt a resolution authorizing such extension and our founders or their affiliates or designees

must deposit into the trust account $216,667 ($0.0333 per share) on or prior to the date of the applicable deadline for each one-month

extension (or up to an aggregate of $2,600,004, or $0.40 per share if we extend for the full twelve months).

The providers of such additional

funds will receive a non-interest bearing, unsecured promissory note equal to the amount of any such deposit that will not be repaid in

the event that we are unable to close a business combination unless there are funds available outside the trust account to do so.

notes would either be paid upon consummation of our initial business combination, or, at the lender’s discretion, converted upon

consummation of our business combination into additional private warrants at a price of $1.00 per warrant for each dollar amount deposited.

These warrants would have an exercise price of $11.50 per share.

In order to meet our working capital needs following

the consummation of our initial public offering, our founders, officers and directors or their affiliates or designees may, but are not

obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion.

working capital loan would be evidenced by a promissory note.

The working capital notes would either be paid upon consummation of our

initial business combination, without interest, or, at holder’s discretion, up to $2,400,000 of the notes may be converted into

working capital warrants at a price of $1.00 per warrant.

The working capital warrants would be identical to the private warrants held

by the sponsor, including an exercise price of $11.50 per share.

In the event that the 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.

We have entered into a registration rights agreement

with our sponsor, officers, and directors pursuant to which we agreed to register any shares of common stock, warrants (including working

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

The holders of a majority of these securities are entitled to make up to two demands that we register such securities.

The holders of

a majority of these securities can elect to exercise these registration rights at any time after we consummate a business combination.

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

to our consummation of a business combination.

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

Other than the repayment of up non-interest bearing

extension loans or working capital loans, the reimbursement of expenses, and the other matters described above, no compensation or fees

of any kind, including finder’s, consulting fees and other similar fees, will be paid to our founders, members of our management

team or their respective affiliates, for services rendered prior to, or in order to effectuate the consummation of, our initial business

combination (regardless of the type of transaction that it is).

However, such individuals 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.

There is no limit on the amount of out-of-pocket expenses reimbursable

After our initial business combination,

members of our management team who remain with us may be paid consulting, management or other fees from the combined company with any

and all amounts being fully disclosed to stockholders, to the extent then known, in the proxy solicitation materials furnished to our

stockholders.

It is unlikely the amount of such compensation will be known at the time of a stockholder meeting held to consider an initial

business combination, as it will be up to the directors of the post-combination business to determine executive and director compensation.

In this event, such compensation will be publicly disclosed at the time of its determination in a Current Report on Form 8-K, as required

Directors, Executive Officers and Greater than 5% Holders

YA II PN, Ltd.(2)

Meeshanthini V.

Robert Philibert(4)

BD Holding, Inc.(5)

Warren Hosseinion(6)

Elisa Luqman(7)

James Intrater

All Executive Officers and Directors as a Group (10 individuals)(8)

* Less than 1%.

(1) Unless otherwise noted, the address for the persons in the table is 400 N.

Aberdeen St., Suite 900, Chicago IL 60642.

(2) Includes 9,090,910 shares potentially issuable upon conversion of the First

YA Convertible Debenture but does not include additional shares that will be issuable upon conversion of the Second YA Convertible Debenture,

which has not yet been issued as of the date of the table.

The Second Convertible Debenture in the amount of $6.2 million is issuable

upon the satisfaction of certain conditions, including, without limitation, the effectiveness of a registration statement covering the

resale of the shares issuable upon conversion of the YA Convertible Debentures.

The number of shares of Common Stock that may actually

be acquired by YA II PN, Ltd.

(the “Yorkville Investor”) pursuant to the YA Convertible Debentures is not currently known.

Any conversion of the YA Convertible Debentures into shares of Common Stock is limited by the terms of the YA Convertible Debentures to

such number of shares of Common Stock that would not result in the Yorkville Investor, together with shares held by the Yorkville Investor

and its affiliates, beneficially owning (as determined in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as amended)

in excess of 4.99% of the number of shares of Common Stock.

Upon issuance of $11.2 million in principal amount of YA Convertible Debentures,

and assuming receipt of required stockholder approval, the Yorkville Investor could potentially be issued up to 20,363,637 shares of Common

Stock, which is calculated based on 100% of the principal conversions being effected at $0.55 per share, subject to adjustment (the “Floor

The share total in the above table assumes conversion of the First YA Convertible Debenture at the Floor Price.

conversion prices will depend on the trading price of our Common Stock on or about the date of conversion, which conversions may be effected

from time to time, once this Annual Report on Form 10-K is filed.

Until receipt of stockholder approval required by Nasdaq Marketplace

Rules 5635(b) and (d), the Yorkville Investor may not be issued more than 1,921,987 shares.

The Yorkville Investor is a fund managed by Yorkville Advisors Global, LP (“Yorkville LP”).

Yorkville Advisors Global II, LLC (“Yorkville LLC”) is the General Partner of Yorkville LP.

All investment decisions for the

Yorkville Investor are made by Yorkville LLC’s President and Managing Member, Mark Angelo.

The business address of the Yorkville

Investor is 1012 Springfield Avenue, Mountainside, NJ 07092.

(3) Includes 110,094 shares of common stock and 40,589 shares issuable upon exercise of currently-exercisable options owned directly by

Dogan’s spouse, Timur Dogan, who is an executive officer.

Also includes 685,452 shares of Common Stock issuable upon exercise

Dogan’s options that are currently exercisable.

Dogan may be deemed to be the indirect beneficial owner of the securities

owned by her husband;

however, she disclaims beneficial ownership of the shares held indirectly, except to the extent of her pecuniary

(4) Shares of common stock reflected in the table as beneficially owned by Dr.

Philibert include:

(i) 7,601 shares of Common Stock owned

Philibert’s wife, as to which he may be deemed to be the beneficial owner but as to which he disclaims beneficial ownership

except to the extent of his pecuniary interest therein;

(ii)(a) 1,586,464 shares of Common Stock owned by BD Holding, Inc.

(see Note (5)

below), and (b) 14,126 shares of Common Stock owned by Behavioral Diagnostics, Inc., a corporation controlled by Dr.

Philibert and in

which he serves as chief executive officer.

Philibert disclaims beneficial ownership of all such indirectly-owned shares except to

the extent of his pecuniary interest in such corporations.

Also includes 514,089 shares of Common Stock issuable upon exercise of options

that are currently exercisable.

(5) BD Holding, Inc.

is an S Corporation owned by Robert Philibert and his wife, Ingrid Philibert.

Robert Philibert is the sole officer

and director and has voting and dispositive control over the securities of BD Holding, Inc.

The address for BD Holding, Inc.

is 15 Prospect

Place, Iowa City, IA 52246.

(6) Includes 342,726 shares of the Common Stock issuable upon exercise of options that are currently

(7) Includes 171,363 shares

of common stock issuable upon exercise of options that are currently exercisable.

(8) Includes 1,754,219 shares of common stock issuable upon

exercise of options that are currently exercisable.

Certain Relationships, and Related Transactions and Director Independence.

The following includes a summary of transactions

since January 1, 2021 to which we have been a party in which the amount involved exceeded or will exceed the lesser of $120,000 or 1%

of the average of our total assets at year end for the last two completed fiscal years, and in which any of our directors, executive officers

or, to our knowledge, beneficial owners of more than 5% of our capital stock or any member of the immediate family of any of the foregoing

persons had or will have a direct or indirect material interest, other than transactions that are described under the section “Executive

and Director Compensation.” We also describe below certain other transactions with our directors ,

executive officers and stockholders.

part of an earlier friends and family round of financing by Cardio, Robert Philibert, Co-Founder, Chief Medical Officer and

Director of the Company, personally invested $25,000 as part of the Cardio’s early friends and family round.

In addition, Dr.

spouse and other family members invested $150,000.

Finally, Behavioral Diagnostics, LLC, an affiliate of Dr.

Philibert, invested $46,471

via the SAFE instrument in this earlier round.

These SAFEs were converted to common stock effective as of April 6, 2022.

Certain research and development laboratory

runs were performed on a fee-for-service basis at Dr.

Philibert’s academic laboratory at the University of Iowa.

Cardio paid $31,468

and $1,500 to the lab in 2021 and 2020.

Cardio has an exclusive, worldwide patent license

of the Core Technology from the University of Iowa Research Foundation (UIRF).

Under UIRF’s Inventions Policy inventors

are generally entitled to 25% of income from earnings from their inventions.

Consequently, Meeshanthini Dogan and Robert Philibert will

benefit from this policy.

Timur Dogan, spouse of Meeshanthini (Meesha)

Dogan (the Company’s Co-Founder, Chief Executive Officer and Director), has been a full-time employee of the Company since

In 2021, he was paid $37,500 in salary and an additional $4,765 in benefits.

In May 2022, Legacy Cardio granted 511,843 stock

options to its executive officers and directors.

These options were exchanged for an aggregate of 1,754,219 options under the 2022 Equity

Incentive Plan, The Options fully vested and became fully exercisable upon Closing of the Business Combination and have an exercise price

of $3.90 per share (as adjusted for the Exchange Ratio) with an expiration

date of May 6, 2032.

the Closing of the Business Combination, Dr.

Philibert, Ms.

Dogan and Ms.

Abdullahi each entered into an Invention

and Non-Disclosure Agreement.

An integral part of the Invention and Non-Disclosure Agreement is

the disclosure by the employee of any discoveries, ideas, inventions, improvements, enhancements, processes, methods, techniques, developments,

software and works of authorship (“developments”) that were created, made, conceived or reduced to practice by the employee

prior to his or her employment by Cardio and that are not assigned to the Company.

Philibert’s agreement lists certain developments

that are epigenetic methods unrelated to the current mission of Cardio and that were developed separate and apart from Cardio.

no assurance that as the Company broadens the scope of its products and services that one or more of Dr.

Philibert’s developments

could be relevant.

Under the agreement, all rights to the developments listed by Dr.

Philibert are his sole property and their use, if

desired by the Company, would be in the sole discretion of Dr.

Philibert, who is under no obligation to license or otherwise grant permission

to the Company to use them.

Related Party Policy

Our Code of Ethics requires us to avoid, wherever

possible, all related party transactions that could result in actual or potential conflicts of interests, except under guidelines approved

by the board of directors (or the audit committee).

Related-party transactions are defined as transactions in which (1) the aggregate

amount involved will or may be expected to exceed $120,000 in any calendar year, (2) we or any of our subsidiaries is a participant, and

(3) any (a) executive officer, director or nominee for election as a director, (b) greater than 5% beneficial owner of our shares of common

stock, or (c) immediate family member, of the persons referred to in clauses (a) and (b), has or will have a direct or indirect material

interest (other than solely as a result of being a director or a less than 10% beneficial owner of another entity).

A conflict of interest

situation can arise when a person takes actions or has interests that may make it difficult to perform his or her work objectively and

Conflicts of interest may also arise if a person, or a member of his or her family, receives improper personal benefits as

a result of his or her position.

Our audit committee, pursuant to its written charter,

will be responsible for reviewing and approving related-party transactions to the extent we enter into such transactions.

The audit committee

will consider all relevant factors when determining whether to approve a related party transaction, including whether the related party

transaction is on terms no less favorable to us than terms generally available from an unaffiliated third-party under the same or similar

circumstances and the extent of the related party’s interest in the transaction.

No director may participate in the approval of

any transaction in which he or she is a related party, but that director is required to provide the audit committee with all material

information concerning the transaction.

We also require each of our directors and executive officers to complete a directors’ and

officers’ questionnaire that elicits information about related party transactions.

These procedures are intended to determine whether

any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director,

employee or officer.

To further minimize conflicts of interest, we

have agreed not to consummate an initial business combination with an entity that is affiliated with any of our founders, officers or

directors unless we have obtained an opinion from an independent investment banking firm, or another independent entity that commonly

renders valuation opinions, and the approval of a majority of our disinterested independent directors that the business combination is

fair to our unaffiliated stockholders from a financial point of view.

All ongoing and future transactions between us

and any of our officers and directors or their respective affiliates will be on terms believed by us to be no less favorable to us than

are available from unaffiliated third parties.

Such transactions will require prior approval by a majority of our uninterested “independent”

directors or the members of our board who do not have an interest in the transaction, in either case who had access, at our expense, to

our attorneys or independent legal counsel.

We will not enter into any such transaction unless our disinterested “independent”

directors determine that the terms of such transaction are no less favorable to us than those that would be available to us with respect

to such a transaction from unaffiliated third parties.

The audit committee of the board of directors

had adopted a policy setting forth the policies and procedures for its review and approval or ratification of “related party transactions.”

The policy provides that a “related party transaction” is defined in the policy as any consummated or proposed transaction

or series of transactions:

(i) in which the Company was or is to be a participant;

(ii) the amount of which exceeds (or is reasonably

expected to exceed) the lesser of $120,000 or 1% of the average of the Company’s total assets at year-end for the

prior two completed fiscal years in the aggregate over the duration of the transaction (without regard to profit or loss);

which a “related party” had, has or will have a direct or indirect material interest.

“Related parties” under

this policy included:

(i) Cardio’s directors, nominees for

director or executive officers;

(ii) any record or beneficial owner of more than 5% of any class of Cardio’s voting securities;

(iii) any immediate family member of any of the foregoing if the foregoing person is a natural person;

and (iv) any other person

who maybe a “related person” pursuant to Item 404 of Regulation S-K under the Exchange Act.

the policy, the audit committee would consider (i) the relevant facts and circumstances of each related party transaction, including

if the transaction is on terms comparable to those that could be obtained in arm’s-length dealings with an unrelated

third party, (ii) the extent of the related party’s interest in the transaction, (iii) whether the transaction contravenes

our code of ethics or other policies, (iv) whether the audit committee believes the relationship underlying the transaction to be

in the best interests of Cardio and its stockholders and (v) the effect that the transaction may have on a director’s status

as an independent member of Cardio’s board and on his or her eligibility to serve on Cardio’s board’s committees.

policy requires that the Company’s management present to the audit committee each proposed related party transaction, including

all relevant facts and circumstances relating thereto.

Under the policy, the Company is permitted to consummate related party transactions

only if the audit committee approves or ratifies the transaction in accordance with the guidelines set forth in the policy.

does not permit any director or executive officer to participate in the discussion of, or decision concerning, a related person transaction

in which he or she is the related party.

Principal Accounting Fees and Services.

We had engaged the firm Marcum, Bernstein & Pinchuk,

LLP as our independent registered public accounting firm from the period May 19, 2021 (inception) through January 19, 2022.

19, 2022 we engaged MaloneBailey, LLP as our independent registered public accounting firm to audit our financial statements for the year

ended December 31, 2021 as included in this Annual Report on Form 10-K.

Fees for professional services provided by our independent registered

public accounting firms since inception were as follows:

MaloneBailey, LLP

Fees Paid to the Independent Registered Public Accounting Firm

The following table presents fees for professional

audit services and other services rendered by Prager Metis for the fiscal years ended December 31, 2022 and 2021

December 31, 2022

For the period of May 19, 2021 (inception) through

November 26, 2021

Audit Fees (1)

Audit-Related Fees (2)

All Other Fees (4)

Marcum, Bernstein & Pinchuk, LLP

December 31, 2021

For the period of May 19, 2021 (inception) through

November 26, 2021

Audit Fees (1)

1 unchanged sentence

All Other Fees (4)

Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements, reviews of our quarterly interim financial statements, and services that are normally provided by our independent registered public accounting firm in connection with statutory and regulatory filings.

As noted above, we engaged MaloneBailey, LLP to conduct the audit of our financial statements for the year ended December 31, 2021.

Although Marcum, Bernstein & Pinchuck, LLP performed an audit of our financial statements from the period from inception through June 30, 2021 and provided subsequent review services through November 26, 2021, they did not perform any audit services for the full fiscal year ended December 31, 2021.

Audit fees consist of fees billed for professional services

rendered for the audit of our year-end financial statements, reviews of our quarterly interim financial statements, and services that

are normally provided by our independent registered public accounting firm in connection with statutory and regulatory filings.

above, we engaged Prager Metis CPAs.

LLC to conduct the audit of our financial statements for the years ended December 31, 2021 and 2022.

Audit-Related Fees .

6 unchanged sentences

We did not pay our independent registered public accounts for other services for the periods shown in the table above.

Auditor Independence

In 2022, there were no other professional services

provided by Prager Metis, other than those listed above, that would have required our audit committee to consider their compatibility

with maintaining the independence of Prager Metis.

Pre-Approval Policy

Our audit committee was formed upon the consummation of our initial public

As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to

the formation of our audit committee were approved by our board of directors.

Since the formation of our audit committee, and on a going-forward

basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our

auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange

Act which are approved by the audit committee prior to the completion of the audit).

The Company’s audit committee was formed

upon the consummation of the Business Combination.

As a result, the audit committee did not pre-approve the 2021 Audit services, although

any services rendered prior to the formation of Cardio’s audit committee were approved by the Company’s board of directors.

Since the formation of the audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services

and permitted non-audit services to be performed for the Company by its auditors, including the fees and terms thereof (subject to the

de minimis exceptions for non-audit services described in the Exchange Act that are approved by the audit committee prior to the completion

of the audit).

Exhibits, Financial Statement Schedules.

The following documents are filed as part of this Form 10-K:

Financial Statements

Report of MaloneBailey, LLP, Houston TX, Independent Registered Public Accounting Firm (PCAOB ID

Balance sheet

Statement of Operations

Statement of Changes in Shareholders’ (Deficit) Equity

Statement of Cash Flows

Notes to Financial Statements

As part of this Annual Report on Form 10-K,

the consolidated financial statements are listed in the accompanying Index to Financial Statements on page F-1.

Financial Statement Schedules

We hereby file as part of this Report the exhibits

listed in the attached Exhibit Index.

Exhibits which are incorporated herein by reference can be inspected and copied at the public reference

facilities maintained by the SEC, 100 F Street, N.E., Room 1580, Washington, D.C.

Copies of such material can also be obtained

from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C.

20549, at prescribed rates or on the SEC website at

Underwriting Agreement, dated November 22, 2021, by and among the Company and Ladenburg Thalmann & Co., Inc.

as representative of the underwriters, and I-Bankers Securities, Inc.**

Business Combination Marketing Agreement, dated November 22, 2021, by and among the Company, Ladenburg Thalmann, and I-Bankers Securities, Inc.**

and Restated Certificate of Incorporation.**

Specimen Unit Certificate***

Specimen Common Stock Certificate***

All schedules are omitted because they are not

applicable, or the required information is shown in the Financial Statements or notes thereto.

Exhibit Index

The following is a list of exhibits filed as

part of this Annual Report on Form 10-K or are incorporated herein by reference:

Incorporation by Reference

Exhibit Number

Agreement and Plan of Merger dated as of May 27, 2022 by and among Mana Capital Acquisition Corp., Mana Merger Sub, Inc., Cardio Diagnostics, Inc., and Meeshanthini (Meesha) Dogan, as representatives of the shareholders (included as Annex A to the Proxy Statement/Prospectus)

Amendment dated September 15, 2022 to Agreement and Plan of Merger dated as of May 27, 2022 by and among Mana Capital Acquisition Corp., Mana Merger Sub, Inc., Cardio Diagnostics, Inc., and Meeshanthini (Meesha) Dogan, as representatives of the shareholders

Waiver Agreement dated as of October 25, 2022 with respect to Agreement and Plan of Merger dated as of May 27, 2022, as amended on September 15, 2022

Second Amended and Restated Certificate of Incorporation of Cardio Diagnostics Holdings, Inc., dated October 25, 2022

Specimen Stock Certificate

Specimen Warrant Certificate (contained in Exhibit 4.3)

Warrant Agreement, dated November 22, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent

Rights Agreement, dated November 22, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as rights agent.**

Convertible Debenture, dated March 8, 2023

Description of Securities

Letter Agreement, dated November 22, 2021, by and among the Company, its independent directors and the Sponsor.**

Letter Agreement, dated November 22, 2021, by and between the Company and its chief executive officer.

Investment Management Trust Agreement, dated November 22, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as trustee.**

Registration Rights Agreement, dated November 22, 2021, by and among the Company, the Sponsor and the other holders party thereto.**

Stock Escrow Agreement, dated November 22, 2021, by and among the Company, the Sponsor, Continental Stock Transfer & Trust Company, and the other holders party thereto.**

Private Placement Warrant Purchase Agreement, dated November 19, 2021, by and between the Company and the Sponsor.**

Note in the principal amount of $200,000 held by Mana Capital LLC.§

Subscription Agreement dated June 22, 2021.§

and Restated Subscription Agreement dated September 22, 2021.§

Amended and Restated Subscription Agreement.§

Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Principal Executive Officer Pursuant to 18 U.S.C.

Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Certification of Principal Financial Officer Pursuant to 18 U.S.C.

Form of Non-Competition and Non-Solicitation Agreement

Form of Lock-up Agreement

Registration Rights Agreement, dated November 22, 2021, by and among the Company, the Sponsor and other holders party thereto

Cardio Diagnostics Holdings, Inc.

2022 Equity Incentive Plan

Form of Indemnification Agreement

Employment Agreement, executed as of May 27, 2022, between Cardio Diagnostics, Inc.

and Meeshanthini Dogan

Employment Agreement, executed as of May 27, 2022, between Cardio Diagnostics, Inc.

and Robert Philibert

Employment Agreement, executed as of May 27, 2022, between Cardio Diagnostics, Inc.

and Elisa Luqman

Employment Agreement, executed as of May 27, 2022, between Cardio Diagnostics, Inc.

and Timur Dogan

Employment Agreement, executed as of May 18, 2022, between Cardio Diagnostics, Inc.

and Khullani Abdullahi

Non-Executive Chairman and Consulting Agreement between Cardio Diagnostics, Inc.

and Warren Hosseinion

Exclusive License Agreement between Cardio Diagnostics, LLC and the University of Iowa Research Foundation dated May 2, 2017

First Amendment to Exclusive License Agreement between Cardio Diagnostics, Inc.

and the University of Iowa Research Foundation dated September 2, 2022

Letter Agreement, dated November 22, 2021, by and among the Company, its former independent directors and the Sponsor

Agreement, dated November 22, 2021 by and between the Company and its former chief executive officer

Securities Purchase Agreement, dated March 8, 2023, by and between the registrant and YA II PN, Ltd.

Registration Rights Agreement, dated March 8, 2023, by and between the registrant and YA II PN, Ltd.

Engagement Letter, dated as of May 13, 2022, between Mana Capital Acquisition Corp.

and The Benchmark Company, LLC

Amendment No.

1 to Engagement Letter, dated November 14, 2022, between the Registrant and The Benchmark Company, LLC

List of Subsidiaries

Consent of Prager Metis CPA’s LLC, independent registered public accounting firm

Power of Attorney (included on signature page of this Form 10-K)

Certification of Principal Executive Officer Pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Principal Financial Officer Pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

XBRL Instance Document

Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

XBRL Taxonomy Extension Schema Document.

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XBRL Taxonomy Extension Presentation Linkbase Document

Cover Page Interactive Data File (formatted as Incline

XBRL and contained in Exhibit 101).

Filed with this Annual Report Form 10-K

Previously filed with that certain Current Report on Form 8-K filed with the Securities and Exchange Commission on November 26, 2021, and incorporated herein by reference.

Previously filed with the Securities and Exchange

Commission as an exhibit to our Registration Statement on Form S-1 as filed on October 19, 2021 and declared effective on November

22, 2021 and incorporated herein by reference.

filed with the Securities and Exchange Commission as an exhibit to our Registration Statement

on Form S-1/A as filed on November 10, 2021 and declared effective on November 22, 2021 and

incorporated herein by reference.

This certification is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Cover Page Interactive Date File (embedded with the Inline XBRL document)

Filed herewith.

Indicates a management contract or compensatory plan, contract or arrangement.

Furnished herewith.

The certifications attached as Exhibit 32.1 that accompanies this Annual Report on Form 10-K is deemed furnished and not filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Cardio Diagnostics Holdings,, Inc.

under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.

Form 10-K Summary

Pursuant to the requirements of

Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the

undersigned, thereunto duly authorized.

MANA CAPITAL ACQUISITION CORP.

/s/ Jonathan Intrater

Jonathan Intrater

Chief Executive Officer and Principal Financial Officer

(Principal Executive Officer and Principal Accounting Officer)

Pursuant to the requirements

of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by

the undersigned, thereunto duly authorized.

Cardio Diagnostics Holdings, Inc.

March 31, 2023

Pursuant to the requirements of

the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the

capacities and on the dates indicated:

/s/ Meeshanthini V .

Meeshanthini V .

Chief Executive Officer

(Principal Executive Officer)

POWER OF ATTORNEY

Each person whose signature

appears below constitutes and appoints Meeshanthini V.

Dogan and Elisa Luqman, and each one of them, as her true and lawful attorneys-in-fact

and agents, with full power of substitution and resubstitution, for her and in their name, place, and stead, in any and all capacities,

to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents

in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them,

full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as

fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact

and agents or any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements

of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed by the following persons on behalf of the registrant

and in the capacities and on the dates indicated.

Title and Capacity

/s/ Jonathan Intrater

Chief Executive Officer, Principal Financial Officer and Chairman

Meeshanthini V.

Chief Executive Officer

March 31, 2023

Jonathan Intrater

(Principal Executive Office and Principal Accounting Officer)

/s/ Allan Liu

Meeshanthini V.

Chief Financial Officer and Principal Accounting Officer

March 31, 2023

/s/ Loren Mortman

/s/ Warren Hosseinion,

Director (Chairman of the Board)

March 31, 2023

Loren Mortman

REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of

Mana Capital Acquisition Corp

Opinion on the Financial Statements

We have audited the accompanying balance

sheet of Mana Capital Acquisition Corp (the “Company”) as of December 31, 2021, and the related statements of operations,

stockholders’ equity, and cash flows for the period from May 19, 2021 (inception) through December 31, 2021, and the related notes

(collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all

material respects, the financial position of the Company as of December 31, 2021, and the results of its operations and its cash flows

for the period from May 19, 2021 through December 31, 2021, in conformity with accounting principles generally accepted in the United

States of America.

Basis for Opinion

These financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB")

and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with

the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the

financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we

engaged to perform, an audit of its internal control over financial reporting.

As part of our audit we are required to obtain an understanding

of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal

control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures

to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that

respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as

evaluating the overall presentation of the financial statements.

We believe that our audit provide a reasonable basis for our opinion.

/s/ MaloneBailey, LLP

www.malonebailey.com

We have served as the Company's auditor

Houston, Texas

Warren Hosseinion, MD

/s/ James Intrater

March 31, 2023

MANA CAPITAL ACQUISITION

BALANCE SHEET

December 31, 2021

Current assets:

Prepaid expenses

Total current assets

Investments held in Trust Account

Liabilities, Temporary Equity, and Stockholders’ Equity

Current liabilities:

Franchise tax payable

Total current liabilities

Total Liabilities

Commitments and Contingencies

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

Stockholders’ Equity:

Preferred stock, $ 0.00001 par value;

100,000,000 shares authorized;

none issued and outstanding

Common stock, $ 0.00001 par value;

300,000,000 shares authorized;

1,625,000 issued

and outstanding as of December 31, 2021 (excluding 6,500,000 shares subject to possible redemption)

Additional paid-in capital

Accumulated deficit

Total Stockholders' Equity

Total Liabilities, Temporary Equity, and Stockholders' Equity

The accompany notes are an integral part of these financial statements.

MANA CAPITAL ACQUISITION

STATEMENT OF OPERATIONS

For the Period

From May 19,2021

(inception) through

December 31, 2021

Formation and operating costs

Franchise tax expense

Loss from Operations

Other income:

Investment income on investment held in Trust Account

Loss before income taxes

Income taxes provision

$ ( 144,837 )

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 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 accompany notes are an integral part of these financial statements.

MANA CAPITAL ACQUISITION

STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

Preferred stock

Stockholders'

Balance as of May 19, 2021 (inception)

Founders shares issued to the Sponsor

Sale of public units through public offering

Sale of private placement warrants

Underwriters' discount

( 1,240,000 )

Underwriters' reimbursement

Exercise of the over-allotment option by underwriters

Underwriters' discount - over-allotment option exercised

Additional founders shares issued to the Sponsor in connection with underwriters' over-allotment option

Other offering expenses

Reclassification of common stock subject to redemption

( 6,500,000 )

( 64,999,935 )

( 65,000,000 )

Balance as of December 31, 2021

$ ( 144,837 )

The accompany notes are an integral part of these financial statements.

MANA CAPITAL ACQUISITION

STATEMENT OF CASH FLOWS

From May 19, 2021

(inception) through

December 31, 2021

Cash Flows from Operating Activities:

$ ( 144,837 )

Adjustments to reconcile net loss to net cash used in operating activities:

Interest earned on investment held in Trust Account

Changes in operating assets and liabilities:

Prepaid expenses

Franchise tax payable

Net cash used in operating activities

Cash Flows from Investing Activities:

Purchase of investment held in trust account

( 65,000,000 )

Net cash used in investing activities

( 65,000,000 )

Cash Flows from Financing Activities:

Proceeds from issuance of shares of Common Stock to the Sponsor

Proceeds from sale of public units through public offering

Proceeds from sale of private placement shares

Payment of underwriters' discount

( 1,300,000 )

Payment of offering costs

Proceeds from issuance of promissory note to related party

Repayment on promissory note to related party

Net cash provided in financing activities

Net Change in Cash

Cash at beginning of period

Cash at end of period

Supplemental Disclosure of Non-cash Financing Activities

Reclassification of common stock subject to redemption

The accompany notes are an integral part of these financial statements.

MANA CAPITAL ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

For the period from May 19, 2021 (Inception) through

December 31, 2021

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 December 31, 2021, the Company had

not commenced any operations.

All activity 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 December 31, 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

MANA CAPITAL ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

For the period from May 19, 2021 (Inception) through

December 31, 2021

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.

MANA CAPITAL ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

For the period from May 19, 2021 (Inception) through

December 31, 2021

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

MANA CAPITAL ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

For the period from May 19, 2021 (Inception) through

December 31, 2021

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.

Liquidity and Capital Resource

As of December 31, 2021, the Company had

$ 526,625 in cash held outside its Trust Account available for the Company’s payment of expenses related to working capital purposes

subsequent to the Initial Public Offering.

Prior to the Initial Public Offering, the

Company’s liquidity needs had been satisfied through a loan under an unsecured promissory note from the Sponsor of up to $ 200,000 .

The Company had an outstanding loan balance of $ 125,547 which was repaid in full as of December 31, 2021.

Upon the closing of the Initial Public

Offering on November 26, 2021, an amount of $ 62,000,000 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 was placed in the Trust Account.

In addition, on November 30,

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

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

was placed in the Trust Account.

In order to finance transaction costs in

connection with a Business Combination, the initial shareholders or affiliates of the initial shareholders or certain of the Company’s

officers and directors may, but are not obligated to, provide the Company working capital loans, as defined below (see Note 5).

there were no amounts outstanding under any working capital loans.

MANA CAPITAL ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

For the period from May 19, 2021 (Inception) through

December 31, 2021

Based on the foregoing, management believes

that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation

of a Business Combination or one year from this filing.

Over this time period, the Company will be using these funds for paying existing

accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective

target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating

and consummating the Business Combination.

Risks and Uncertainties

Management is currently evaluating the

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

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

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

The financial statements do not include

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

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying audited financial statement

is 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.

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

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.

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.

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

MANA CAPITAL ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

For the period from May 19, 2021 (Inception) through

December 31, 2021

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 $ 526,625 and no cash

equivalents as of December 31, 2021.

Cash held in Trust Account

At December 31, 2021, the Company had $ 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.

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

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 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 zero.

MANA CAPITAL ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

For the period from May 19, 2021 (Inception) through

December 31, 2021

The Company accounts for income taxes under

ASC 740 Income Taxes (“ASC 740”).

ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected

impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit

to be derived from tax loss and tax credit carry forwards.

ASC 740 additionally requires a valuation allowance to be established when

it is more likely than not that all or a portion of deferred tax assets will not 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.

The Company recognizes accrued interest

and penalties related to unrecognized tax benefits as income tax expense.

There were no unrecognized tax benefits and no amounts accrued

for interest and penalties as of December 31, 2021.

The Company is currently not aware of any issues under review that could result in

significant payments, accruals or material deviation from its position.

The Company has identified the United States

as its only “major” tax jurisdiction.

The Company may be subject to potential

examination by federal and state 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 and state 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.

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 $ 124,434 was expensed as of December 31, 2021.

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 .

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).

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.

MANA CAPITAL ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

For the period from May 19, 2021 (Inception) through

December 31, 2021

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.

As of December 31, 2021, 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 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.

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.

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

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.

MANA CAPITAL ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

For the period from May 19, 2021 (Inception) through

December 31, 2021

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

Simultaneously with the closing of the

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

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.

MANA CAPITAL ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

For the period from May 19, 2021 (Inception) through

December 31, 2021

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.

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 December 31,

2021, 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.

Promissory Note — Related Party

On June 11, 2021, the Sponsor issued an

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

principal amount of $ 200,000 .

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

the consummation of the Proposed Public Offering.

The Company had an outstanding loan balance of $ 125,547 , which was

repaid in full as of December 31, 2021.

As of December 31, 2021, there was no amount outstanding under the Promissory Note.

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.

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 December 31, 2021, there was no amount outstanding under

the Working Capital Loans.

MANA CAPITAL ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

For the period from May 19, 2021 (Inception) through

December 31, 2021

NOTE 6 — INVESTMENTS HELD IN TRUST

As of December 31, 2021, assets held in the

Trust Account were comprised of $ 65,000,484 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 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

December 31, 2021

Trust Account – U.S.

Treasury Securities Mutual funds

NOTE 7— COMMITMENTS AND CONTINGENCIES

Registration Rights

The Company entered into a registration

rights agreement with its founders, officers, directors or their affiliates upon 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.

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.

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.

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 December 31, 2021, 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 December 31, 2021 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.

MANA CAPITAL ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

For the period from May 19, 2021 (Inception) through

December 31, 2021

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.

MANA CAPITAL ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

For the period from May 19, 2021 (Inception) through

December 31, 2021

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.

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 — INCOME TAXES

The Company’s taxable income primarily

consists of interest earned on investments held in the Trust Account.

There was no income tax expense for the period from May 19, 2021

(inception) through December 31, 2021.

The income tax provision (benefit) consists of the

following for the period from May 19, 2021 (inception) through December 31, 2021:

Schedule of Income tax provision

For the Period from

(inception) through

December 31, 2021

Valuation allowance

Income tax provision

A reconciliation of the statutory federal income tax

rate to the Company’s effective tax rate is as follows:

Schedule of Effective income tax rate reconciliation

For the Period from

(inception) through

December 31, 2021

statutory rate

Change in valuation allowance

MANA CAPITAL ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

For the period from May 19, 2021 (Inception) through

December 31, 2021

The Company’s net deferred tax assets were as

follows as of December 31, 2021

Schedule of deferred income tax assets

Deferred tax assets:

Net operating loss carryover

Total deferred tax assets

Valuation allowance

Deferred tax asset, net of allowance

As of December 31, 2021, the Company had $ 144,837

federal net operating loss carryovers available to offset future taxable income which do not expire.

In assessing the realization of deferred tax assets,

management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.

ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary

differences representing net future deductible amounts become deductible.

Management considers the scheduled reversal of deferred tax

assets, projected future taxable income and tax planning strategies in making this assessment.

After consideration of all of the information

available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has

therefore established a full valuation allowance.

NOTE 10 — NET INCOME (LOSS) PER

The net income (loss) per

share presented in the audited statement of operations is based on the following:

Schedule of basic and diluted net loss per share

For the Period From

(inception) through

December 31, 2021

Basic and diluted net income/(loss) per share:

income/(loss)

$ ( 144,837 )

Denominators:

Weighted-average shares outstanding

Basic and diluted net income/(loss) per share

NOTE 11 — SUBSEQUENT

The Company evaluated subsequent events

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

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

or disclosure in the financial statements.

James Intrater

/s/ Stanley K.

March 31, 2023

/s/ Oded Levy

March 31, 2023

/s/ Robert Philibert

March 31, 2023

Robert Philibert

/s/ Brandon Sim

March 31, 2023

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 9A. Controls and Procedures