As filed with the U.S. Securities and Exchange Commission on August 23, 2022

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effective date of this registration statement and the satisfaction or waiver of all other conditions under the Merger Agreement described herein.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary proxy statement/prospectus is not complete and may be changed. These securities may not be issued until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS
OF MANA CAPITAL ACQUISITION CORP.

Proxy Statement dated [ ], 2022
and first mailed to stockholders on or about [ ], 2022

You are cordially invited to attend the special meeting of the stockholders of Mana Capital Acquisition Corp., a Delaware corporation (“MANA”) to be held on [ ], 2022. MANA is a Delaware corporation incorporated as a blank check company for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities.

Holders of the common stock of MANA will be asked to approve the Merger Agreement and Plan of Reorganization, dated as of May 27, 2022 by and among Cardio Diagnostics, Inc., a Delaware corporation (“Cardio”), Meeshanthini (Meesha) Dogan, PhD (as the “Shareholders’ Representative”) and Mana Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of MANA (the “Merger Sub”), entered into by MANA, Cardio, Merger Sub, and the Shareholders’ Representative on May 27, 2022 (as amended from time to time, the “Merger Agreement”) and the other related proposals, pursuant to which the Merger Sub will merge with and into Cardio, with Cardio surviving the merger (the “Business Combination”). As a result, Cardio will become a wholly-owned subsidiary of MANA. The former holders of the capital stock and options and warrants of Cardio will be entitled to receive up to a maximum aggregate of 11,289,809 shares of Common Stock on a fully-diluted basis, subject to the terms and conditions of the Merger Agreement (as described herein).

To vote its public shares at the special meeting on the Business Combination Proposal (as defined in Proposal No. 1 of this proxy statement), a stockholder must be a stockholder as of [ ], 2022, the record date for the special meeting (the “Record Date”).

As of [ ], 2022, there was $[ ] in marketable securities in MANA’s trust account. On [ ], 2022, the Record Date for the special meeting of stockholders, the closing price of MANA’s common stock was $[ ]. As of [ ], 2022, $[ ] of cash was held outside of the trust account and was available for working capital purposes.

Each stockholder’s vote is very important. Whether or not you plan to attend the MANA special meeting in person, please submit your proxy card without delay. Stockholders may revoke proxies at any time before they are voted at the meeting. Voting by proxy will not prevent a stockholder from voting in person at the special meeting if such stockholder subsequently chooses to attend the MANA special meeting.

We encourage you to read this proxy statement/prospectus carefully. In particular, you should review the matters discussed under the caption “Risk Factors” beginning on page[ ].

MANA’s Board of Directors unanimously recommends that MANA stockholders vote “FOR” approval of each of the proposals.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in the Business Combination or otherwise, or passed upon the adequacy or accuracy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus incorporates important business and financial information about MANA that is not included or delivered herewith. If you would like to receive additional information or if you want additional copies of this document, agreements contained in the appendices or any other documents filed by MANA with the Securities and Exchange Commission, such information is available without charge upon written or oral request. Please contact the following:

Solicitation Agent:
Advantage Proxy, Inc.
P.O. Box 13581
Des Moines, WA 98198
Toll Free Telephone: (877) 870-8565
Main Telephone: (206) 870-8565
E-mail: ksmith@advantageproxy.com

If you would like to request documents, please do so no later than five business days before the special meeting in order to receive them before MANA’s special meeting. Please be sure to include your complete name and address in your request. Please see “Where You Can Find Additional Information” to find out where you can find more information about MANA and Cardio. You should rely only on the information contained in this proxy statement/prospectus in deciding how to vote on the Business Combination. Neither MANA, Cardio nor the Merger Sub has authorized anyone to give any information or to make any representations other than those contained in this proxy statement/prospectus. Do not rely upon any information or representations made outside of this proxy statement/prospectus The information contained in this proxy statement/prospectus may change after the date of this proxy statement/prospectus. Do not assume after the date of this proxy statement/prospectus that the information contained in this proxy statement/prospectus is still correct.

Unless otherwise stated in this proxy statement/prospectus, or the context otherwise requires:

• Unless noted otherwise, references to “MANA,” “we,” “us” or “our Company” refer to Mana Capital Acquisition Corp., a Delaware corporation. After the completion of the Business Combination, all references to the “Company” or “our Company” refers to Cardio Diagnostics Holdings, Inc.

• References to “Merger Sub” in this proxy statement/prospectus refer to Mana Merger Sub Inc., a Delaware company and wholly-owned subsidiary of MANA.

• References to “Cardio” refer to Cardio Diagnostics, Inc., a Delaware corporation and its subsidiary.

• References to “U.S. Dollars” and “$” refer to the legal currency of the United States.

Mana Capital Acquisition Corp.
8 The Green, Suite #12490
Dover, Delaware 19901
Telephone: (302) 281-2147

NOTICE OF SPECIAL MEETING OF
MANA CAPITAL ACQUISITION CORP. STOCKHOLDERS
To Be Held on [ ], 2022

NOTICE IS HEREBY GIVEN, that a special meeting of stockholders of Mana Capital Acquisition Corp. (“MANA”) will be held on [ ] , 2022, at [ ] a.m., Eastern time at https://[ ] (the “special meeting”). You are cordially invited to attend the special meeting to conduct the following items of business:

• To approve the Merger Agreement and Plan of Reorganization, dated as of May 27, 2022 by and among MANA, Cardio Diagnostics, Inc. (“Cardio”), Meeshanthini (Meesha) Dogan, PhD (as the “Shareholders’ Representative”) and Mana Merger Sub Inc. (the “Merger Sub”), entered into by MANA, Cardio, Merger Sub, and the Shareholders’ Representative on May 27, 2022 (as amended from time to time, the “Merger Agreement”), and the transactions contemplated thereby, (collectively referred to as the “Business Combination”). A copy of the Merger Agreement is attached to this proxy statement/preliminary prospectus as Annex A. This proposal is referred to as the “Business Combination Proposal” or “Proposal No. 1.”

• To approve amendments to MANA’s Amended and Restated Certificate of Incorporation, substantially in the form attached to the accompanying proxy statement as Annex B, in connection with the Business Combination in order to (i) change the name of the public entity to “Cardio Diagnostics Holdings Inc.” from “Mana Capital Acquisition Corp.” This proposal is referred to as the “Charter Amendment Proposal” or “Proposal No. 2.”

• To approve the Cardio Diagnostics Holdings Inc. 2022 Incentive Plan, substantially in the form attached to the accompanying proxy statement as Annex C, including the authorization of the initial share reserve under the 2022 Omnibus Incentive Plan. This proposal is referred to as the “Equity Plan Adoption Proposal” or “Proposal No. 3.”

• To approve the issuance of shares constituting more than 20% of the issued and outstanding common stock of MANA pursuant to the terms of the Merger Agreement, as required by Listing Rules 5635(a) and (b) of the Nasdaq Global Market. This proposal is referred to as the “Nasdaq 20% Proposal” or “Proposal No. 4.”

• To elect Warren Hosseinion, MD, Meeshanthini (Meesha) Dogan, PhD, Robert Philibert, MD PhD, Brandon Sim, Stanley K. Lau, MD, Oded Levy and James Intrater to serve as directors on the Company’s board of directors (the “Board”) until the next annual meeting of stockholders or until their successors are elected and qualified. This proposal is referred to as the “Director Election Proposal” or “Proposal No. 5.”

• To approve the adjournment of the special meeting, if necessary or advisable, in the event MANA does not receive the requisite stockholder vote to approve one or more proposals presented to stockholders for vote. This proposal is called the “Adjournment Proposal” or “Proposal No. 6.”

The above matters are more fully described in the accompanying proxy statement, which also includes, as Annex A, a copy of the Merger Agreement. We urge you to read carefully the accompanying proxy statement in its entirety, including the Annexes and accompanying financial statements of the Company and Cardio.

Proposals 1 through 6 are sometimes collectively referred to herein as the “Proposals.” Unless waived by the parties to the Merger Agreement, the closing of the Business Combination (the “Closing”) is conditioned upon the approval by our stockholders of the Business Combination Proposal, the Charter Amendment Proposal, the Equity Plan Adoption Proposal, the Nasdaq 20% Proposal, and the Director Election Proposal (collectively, the “Condition Precedent Proposals”). Further, the Charter Amendment Proposal, the Equity Plan Adoption Proposal, the Nasdaq 20% Proposal and the Director Election Proposal are all conditioned on the approval of the Business Combination Proposal. The Adjournment Proposal does not require the approval of the Business Combination Proposal and Business Combination to be effective.

It is important for you to note that in the event that the Business Combination Proposal is not approved, then MANA will not consummate the Business Combination. If MANA does not consummate the Business Combination and fails to complete an initial business combination by August 26, 2022 or obtain the approval of MANA’s board of directors to extend such date by up to twelve (12) months thereafter or the MANA stockholders to extend the deadline beyond then, then MANA will be required to dissolve and liquidate.

As of [ ], 2022, there were 8,125,000 shares of common stock of MANA issued and outstanding and entitled to vote. Only MANA stockholders who hold common stock of record as of the close of business on [ ], 2022 are entitled to vote at the special meeting or any adjournment of the special meeting. This proxy statement is first being mailed to stockholders on or about [ ], 2022.

In light of ongoing developments related to the novel coronavirus (COVID-19), after careful consideration, MANA has determined that the special meeting will be a virtual meeting conducted exclusively via live webcast in order to facilitate stockholder attendance and participation while safeguarding the health and safety of our stockholders, directors and our management team. You or your proxyholder will be able to attend the virtual special meeting online, vote, view the list of stockholders entitled to vote at the special meeting and submit questions during the special meeting by visiting https:// [ ] and using a control number assigned by Continental Stock Transfer & Trust Company, our Transfer Agent, where you will be able to listen to the meeting live and vote during the meeting. Additionally, you have the option to listen to the special meeting by dialing [_______ (toll-free within the U.S. and Canada) or ________ (outside of the U.S. and Canada, standard rates apply)]. The passcode for telephone access is [ #], but please note that you cannot vote or ask questions if you choose to participate telephonically. Please note that you will only be able to access the special meeting by means of remote communication. To register and receive access to the virtual meeting, registered stockholders and beneficial stockholders (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in this proxy statement. The record date for the special meeting is [ ], 2022 (the “Record Date”). Only stockholders of record at the close of business on that date may vote at the special meeting or any adjournment thereof. A complete list of our stockholders of record entitled to vote at the special meeting will be available for [ten (10) days] before the special meeting at our principal executive offices for inspection by stockholders during ordinary business hours for any purpose germane to the special meeting. All references below to voting in person shall mean voting through the virtual meeting platform.

Approval of the Business Combination Proposal, the Equity Plan Adoption Proposal, the Nasdaq 20% Proposal and the Adjournment Proposal will each require the affirmative vote of a majority of the issued and outstanding shares of our common stock present in person or represented by proxy and entitled to vote at the special meeting, or any adjournment thereof. Abstentions will have the effect of a vote “AGAINST” each of these proposals. Broker non-votes will have no effect on the vote for these proposals.

The approval of the Charter Amendment Proposal requires the affirmative vote (in person or by proxy) of the holders of a majority of all then issued and outstanding shares of MANA common stock entitled to vote thereon at the special meeting. Accordingly, abstentions or a broker non-vote will have the same effect as a vote AGAINST this proposal.

The Director Election Proposal is decided by a plurality of the votes cast by the stockholders present in person (through the virtual meeting platform) or represented by proxy at the special meeting and entitled to vote on the election of directors. This means that the director nominees will be elected if they receive more affirmative votes than any other nominee for the same position. Stockholders may not cumulate their votes with respect to the election of directors. Accordingly, a stockholder’s failure to vote by proxy or to vote in person at the special meeting of stockholders, an abstention from voting, or a broker non-vote will have no effect on the outcome of any vote on the Director Election Proposal.

The presence in person or by proxy of a majority of the issued and outstanding shares of MANA common stock entitled to vote at the special meeting is necessary to constitute a quorum at the special meeting. A stockholder’s failure to vote by proxy or to vote in person at the special meeting (which would include voting at the virtual special meeting) will not be counted towards the number of shares of common stock required to validly establish a quorum. Votes of stockholders of record who participate in the special meeting or by proxy will be counted as present for purposes of determining whether a quorum exists, whether or not such holder abstains from voting on all of the proposals. If you are a beneficial owner (as defined below) of shares of the Company’s common stock and you do not instruct your bank, broker or other nominee how to vote your shares on any of the proposals, your shares will not be counted as present at the special meeting for purposes of determining whether a quorum exists.

Our Board unanimously recommends that you vote “FOR” each of these proposals and “FOR” each of the director nominees.

MANA currently has authorized share capital of 300,000,000 shares of common stock of which 8,125,000 are issued and outstanding, with a par value of $0.00001 per share, and 100,000,000 shares of preferred stock with a par value of $0.00001 per share, none of which are issued or outstanding.

Holders of MANA’s common stock will not be entitled to appraisal rights under Delaware law in connection with the Business Combination and any other Proposal.

Pursuant to MANA’s current Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), we are providing our public stockholders with the opportunity to redeem, upon the Closing, shares of common stock of MANA then held by them (sometimes referred to as the “public shares”) for a per-share price, payable in cash, equal to the quotient obtained by dividing the aggregate amount of cash then on deposit in the trust account as of two (2) business days prior to the consummation of the Business Combination, including interest not previously released by us to pay our taxes, by the total number of then outstanding public shares, subject to the limitations described herein. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commission that we will pay to the underwriters of our initial public offering (“IPO”) or transaction expenses incurred in connection with the Business Combination. For illustrative purposes, based on the fair value of marketable securities held in our trust account of $[ ] as of [ ], 2022, the estimated per share redemption price would have been approximately $[ ], net of taxes payable. Public stockholders may elect to redeem their MANA Shares even if they vote for the Business Combination.

You will be entitled to receive cash for any public shares to be redeemed only if you:

(i) (a) hold public shares or (b) hold public shares through units and you elect to separate your units into the underlying public shares, warrants (the “public warrants”) and rights (the “public rights”) prior to exercising your redemption rights with respect to the public shares; and

(ii) prior to 5:00 p.m., Eastern time, on [ ], 2022, (a) submit a written request to the Transfer Agent, that the Company redeem your public shares for cash and (b) deliver your public shares to the Transfer Agent, physically or electronically through the Depository Trust Company.

To vote its public shares on the Business Combination Proposal at the special meeting, a stockholder must be a stockholder as of [ ], 2022, the Record Date for the special meeting.

Holders of units must elect to separate the underlying public shares, public warrants, and public rights prior to exercising redemption rights with respect to the public shares. Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with our consent, until the Closing.

If you hold units registered in your own name, you must deliver the certificate for those units to Continental Stock Transfer & Trust Company, our Transfer Agent, with written instructions to separate those units into public shares, public warrants and rights. This must be completed far enough in advance to permit the mailing of the public share certificates back to you so that you may then exercise your redemption rights upon the separation of the public shares from the units. If a broker, dealer, commercial bank, trust company or other nominee holds your units, you must instruct the nominee to separate your units. Your nominee must send written instructions by facsimile to Continental Stock Transfer & Trust Company, our Transfer Agent. The written instructions must include the number of units to be split and the nominee holding your units. Your nominee must also initiate electronically, using DTC’s DWAC system, a withdrawal of the relevant units and a deposit of the requisite number of public shares, public warrants and rights. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the public shares from the units. While this may be done electronically on the same business day, our Transfer Agent has advised us that you should allow at least 24 hours prior to the redemption deadline to electronically accomplish the separation. In either case, if you fail to cause your public shares to be separated in a timely manner, you will likely not be able to exercise your redemption rights. Accordingly, it is recommended that you contact the Transfer Agent as soon as possible to separate your units into its components.

A public stockholder, together with any of his, her or its affiliates or any other person with whom it 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 in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 15% of the shares of common stock included in the units sold in our IPO without the prior consent of the Company. We have no specified maximum redemption threshold under the current charter, other than the aforementioned 15% threshold and the limitation that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 upon consummation of the Business Combination. Every share of common stock that is redeemed by our public stockholders will reduce the amount in our trust account, which held marketable securities with a fair value of $[ ] as of [ ], 2022. Holders of our outstanding public warrants or public rights do not have redemption rights in connection with the Business Combination. Unless otherwise specified, the information in the accompanying proxy statement assumes that none of our public stockholders exercise their redemption rights with respect to public shares.

Mana Capital LLC, which is the sponsor of MANA (the “Sponsor”), and our officers and directors have agreed to waive their redemption rights with respect to any public shares they may hold in connection with the consummation of the Business Combination, and the shares of common stock held by them will be excluded from the pro rata calculation used to determine the per-share redemption price. Currently, the Sponsor beneficially owns approximately 19.26% of our issued and outstanding shares of common stock, including all of the founder shares. The Sponsor and our directors and officers have agreed to vote any shares of the common stock owned by them in favor of the Business Combination.

Whether or not you plan to attend the special meeting in person, please submit your proxy card without delay. Voting by proxy will not prevent you from voting your shares in person if you subsequently choose to attend the special meeting. If you fail to return your proxy card and do not attend the meeting in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the special meeting. You may revoke a proxy at any time before it is voted at the special meeting by executing and returning a proxy card dated later than the previous one, by attending the special meeting in person and casting your vote by ballot or by submitting a written revocation that is received by us before we take the vote at the special meeting to Mana Capital Acquisition Corp., 8 The Green, Suite #12490, Dover, Delaware 19901; telephone: (302) 281-2147. If you hold your shares through a bank, broker or other nominee, you should follow the instructions of your bank, broker or other nominee regarding revocation of proxies.

MANA’s Board of Directors unanimously recommends that MANA stockholders vote “FOR” approval of each of the Proposals.

This document, which forms part of a registration statement on Form S-4 filed with the U.S. Securities and Exchange Commission (the “SEC”) by MANA (File No. 333-265308), constitutes a prospectus of MANA under Section 5 of the Securities Act, with respect to the shares of MANA Common Stock (as defined below) to be issued if the Business Combination described below is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) with respect to the Special Meeting of MANA stockholders at which MANA stockholders will be asked to consider and vote upon a proposal to approve the Business Combination by the approval and adoption of the Merger Agreement, among other matters. The proxy statement/prospectus is referred to herein as the “proxy statement.”

A: Mana Capital Acquisition Corp., a Delaware corporation (“MANA” or the “Company”), Cardio Diagnostics, Inc. a Delaware private corporation (“Cardio”) and Mana Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of MANA (the “Merger Sub”), have agreed to a Business Combination (as defined below) under the terms of a Merger Agreement, dated as of May 27, 2022, by and among MANA, the Merger Sub, the Shareholders’ Representative and Cardio (the “Merger Agreement”). Under the terms of the Business Combination, Merger Sub will merge with and into Cardio, with Cardio surviving the merger. As a result, Cardio will be a wholly-owned subsidiary of MANA. The former securityholders of Cardio will receive shares of Common Stock of MANA. The transaction is intended to be a “reverse triangular merger” and qualify as a tax-free exchange under Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”). The consummation of the transactions contemplated by the Merger Agreement, are referred to collectively as the “Business Combination” and the proposal to approve the Business Combination is referred to as the “Business Combination Proposal.” The Merger Agreement is attached to this proxy statement as Annex A and is incorporated into this proxy statement by reference. You are encouraged to read this proxy statement, including “Risk Factors” and all the Annexes hereto.

The units (the “MANA Units”) that were issued in MANA’s initial public offering (“Initial Public Offering” or the “IPO”) each consist of one share of common stock of MANA, par value $0.00001 per share (the “MANA Shares”), one-half of one redeemable warrant (“MANA Warrants”), and a right (“MANA Rights”) to acquire 1/7^th of a MANA Share. Each whole warrant entitles the holder thereof to purchase one share of common stock at $11.50 per share. Simultaneously with the consummation of the Initial Public Offering completed on November 26, 2021, we consummated the private placement of an aggregate of 2,500,000 warrants, each exercisable to purchase one MANA Share for $11.50 per share (the “Private MANA Warrants”) which were sold and issued to our sponsor, MANA Capital LLC (“Sponsor”). MANA stockholders (except for our Sponsor and MANA’s officers and directors) will be entitled to redeem their MANA Shares for a pro rata share of the trust account that holds the proceeds of our IPO that closed on November 26, 2021 (the “trust account”) (currently anticipated to be no less than approximately $[10.00] per share for stockholders) net of taxes payable.

The MANA Units, MANA Shares, MANA Warrants and MANA Rights are currently listed on the Nasdaq Global Market. Only holders of MANA Shares are receiving this proxy statement and are entitled to vote on the Proposals.

We are required under our Amended and Restated Certificate of Incorporation (“Certificate of Incorporation”) and the rules of the Nasdaq Stock Market Inc. to obtain approval of our stockholders for the Business Combination and other matters described herein. This proxy statement contains important information as required under the rules and regulations of the Securities and Exchange Commission (the “SEC”) about the proposed Business Combination and the other matters to be acted upon at the special meeting of MANA stockholders. You should read it carefully.

• To approve the Business Combination contemplated under Merger Agreement, dated as of May 27, 2022 by and among MANA, Cardio, the Shareholders’ Representative and Merger Sub, and the transactions contemplated thereby, (collectively referred to as the “Business Combination”). This proposal is referred to as the “Business Combination Proposal” or “Proposal No. 1.”

• To approve amendments to MANA’s Amended and Restated Certificate of Incorporation to, simultaneous with the Business Combination, change the name of the public entity to “Cardio Diagnostics Holdings Inc.” from “Mana Capital Acquisition Corp.” This proposal is referred to as the “Charter Amendment Proposal” or “Proposal No. 2.”

• To approve the Cardio Diagnostics, Inc. 2022 Incentive Plan. This proposal is referred to as the “Equity Plan Adoption Proposal” or “Proposal No. 3.”

• To elect Warren Hosseinion, MD, Meeshanthini (Meesha) Dogan, PhD, Robert Philibert, MD PhD, Brandon Sim, Stanley K. Lau, MD, Oded Levy and James Intrater to serve as directors on the Company’s board of directors (the “Board” or the “Board of Directors”) until the next annual meeting of stockholders or until their successors are elected and qualified. This proposal is referred to as the “Director Election Proposal” or “Proposal No. 5.”

• To approve the adjournment of the special meeting, if necessary or advisable, in the event MANA does not receive the requisite stockholder vote to approve the Business Combination. This proposal is called the “Adjournment Proposal” or “Proposal No. 6.”

A: Yes. The Business Combination is conditioned on the approval of the Condition Precedent Proposals at the special meeting. It is important for you to note that if the Condition Precedent Proposals do not receive the requisite vote for approval and are not waived by the parties to the Merger Agreement, then we will not consummate the Business Combination. If we do not consummate the Business Combination and fail to complete an initial business combination by August 26, 2022, or further extend the deadline for us to consummate an initial business combination, we will be required to dissolve and liquidate our trust account by returning the then remaining funds in such account to the public stockholders.

A: The maximum number of MANA Shares which may be issued to the holders of Cardio common stock is 10,289,809 MANA Shares (excluding MANA Shares issuable pursuant to the earnout and MANA Shares that will underlie options and warrants to be issued to current holders of Cardio options, warrants and other rights to equity). We estimate that the Cardio stockholders will receive an aggregate of 6,366,049 MANA Shares (excluding the contingent right to receive up to 1,000,000 Earnout Shares), and holders of Cardio options will receive options to acquire 1,692,206 MANA Shares to be granted under the 2022 Mana Capital Acquisition Corp. Omnibus Incentive Plan, as described herein, and holders of Cardio warrants will receive warrants to acquire 2,231,552 MANA Shares. Of the shares to be delivered to at closing, 800,000 MANA common shares will be placed in escrow for a period of up to 36 months to provide for indemnification claims which may be brought by MANA as described in the section entitled “The Merger Agreement.”

Q: Following the closing of the Business Combination, what percentage of the combined company will the former MANA public stockholders own?

A: Assuming the maximum redemption of our public shares (to maintain at least $5,000,001 in our trust account, or 5,999,999 shares valued at approximately $10.00 per share, net of taxes payable), a closing net debt of $0, approximately 513,413 Cardio options and 677,050 Cardio warrants outstanding at the time of Business Combination with an aggregate exercise price of $18,698,090, and the issuance of MANA Shares upon the conversion of the MANA Rights, we anticipate that upon completion of the Business Combination, we will issue the Cardio stockholders an aggregate of 6,366,049 MANA Shares, excluding 1,000,000 Earnout Shares and the ownership of the outstanding shares of common stock of MANA of the post-Business Combination company will be as follows:

• MANA public stockholders (which excludes our Sponsor and officers and directors) will own 500,001 MANA Shares, which will represent approximately 5.3% of our common shares;

• Our Sponsor, officers and directors will own 1,625,000 MANA Shares, which will represent approximately 17.3% of our common shares;

• Our holders of MANA Rights will own 928,571 MANA Shares, which will represent approximately 9.8% of our common shares; and

• Cardio former stockholders will own approximately 6,366,049 MANA Shares, (excluding the contingent right to receive up to 1,000,000 Earnout Shares), which will represent approximately 67.6% of our common shares.

The ownership percentages with respect to the post-Merger company following the Business Combination set forth above do not take into account: (a) warrants to purchase 3,250,000 MANA Shares that will remain issued and outstanding and are held by our public stockholders; (b) warrants to purchase 2,500,000 MANA Shares held by our Sponsor; (c) options to purchase approximately up to 1,692,206 MANA Shares to be issued to current option holders of Cardio, (d) approximately 2,231,552 warrants to purchase MANA common shares to be issued to current warrant holders of Cardio, (e) equity rights granted by Cardio corresponding to approximately 1% of its common stock on a pre-closing basis and (f) any reductions in the compensation to be paid to the Cardio stockholders pursuant to the terms of the Merger Agreement; but does include an aggregate of 928,571 MANA Shares issuable upon conversion of the MANA Rights, which will be automatically converted into MANA Shares at the Closing of the Business Combination on the basis of 1/7^th MANA Share for each outstanding MANA Right. If the actual facts are different than these assumptions, the percentage ownership retained by our public stockholders following the Business Combination will be different. The numbers of MANA Shares and percentage interests set forth above are based on a number of additional assumptions, including that Cardio does not issue any additional equity securities prior to the Business Combination. If the actual facts differ from our assumptions, the numbers of shares and percentage interests set forth above will be different. After giving effect to the conversion of our outstanding rights into 928,571 MANA shares, all securities, ownership and voting control of our Sponsor, officers and directors will be as follows:

(1) This presentation assumes no additional holders of our common stock exercise their redemption rights with respect to their redeemable common stock upon the Closing.

(2) This presentation assumes the maximum redemption of our public shares to maintain at least $5,000,001 in assets in our trust account).

(3) Percentage calculations do not give effect to the (A) exercise of: (i) 3,250,000 public warrants, (ii) 2,500,000 private placement warrants, (iii) 1,692,206 options to be issued to Cardio employees, and (iv) 2,231,552 warrants held by Cardio warrant holders, and (B) the issuance of the Earnout Shares.

(4) Holdings of the listed category of stockholder consists of the sponsor shares held by the Sponsor and our current officers and directors but exclude the 2,500,000 shares issuable upon exercise of the private warrants held by the Sponsor.

For more information, please see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”

Q: Do any of MANA’s directors or officers have interests that may conflict with my interests with respect to the Business Combination?

A: MANA’s directors and officers have interests in the Business Combination that are different from your interests as a stockholder. You should keep in mind the following interests of MANA’s directors and officers:

Prior to our Initial Public Offering, MANA issued the Sponsor Shares for an aggregate purchase price of $25,000. In addition, in conjunction with the closing of the Initial Public Offering, the Sponsor purchased 2,500,000 warrants, each warrant to purchase one MANA Share, at a price of $1.00 per warrant. The warrants held by our Sponsor are exercisable at $11.50 per share. Two (2) of our directors currently hold an aggregate of 60,000 MANA Shares. In addition, our Sponsor will transfer to our Chief Executive Officer 150,000 MANA Shares and 100,000 private warrants to purchase MANA common stock at $11.50 per share upon the closing of the Business Combination. Therefore, in light of the amount of consideration paid for the foregoing securities, MANA’s directors and officers will likely benefit from the completion of the Business Combination even if the Business Combination causes the market price of MANA’s securities to significantly decrease. The likely benefit to MANA’s directors and officers may influence their motivation for promoting the Business Combination and/or soliciting proxies for the approval of the Business Combination Proposal. See “Risk Factors — Risks Related to MANA’s Business as a SPAC — MANA’s directors and officers may have certain conflicts in determining to recommend the Business Combination with Cardio, since certain of their interests, and certain interests of their affiliates and associates, are different from, or in addition to, your interests as a stockholder.”

If MANA does not consummate the Business Combination by August 26, 2022 (unless further extended by the MANA board upon the funding of additional contribution to the trust account based on the amount of $0.0333 per public share or $216,667 per each one month extension for up to 12 months), MANA will be required to dissolve and liquidate, and the securities held by MANA’s insiders will be worthless because such holders have agreed to waive their rights to any liquidation distributions.

In addition, pursuant to a Business Combination Marketing Agreement, Ladenburg, Thalmann & Co., Inc. (“Ladenburg”) and I-Bankers Securities, Inc. (“I-Bankers”) will receive a fee from MANA only if the Business Combination is consummated. In addition, MANA has agreed to indemnify Ladenburg and I-Bankers for certain liabilities arising out of its engagement. In addition, a managing director of Ladenburg, Jonathan Intrater, currently serves as the Chief Executive Officer, Principal Financial Officer and Chairman of MANA; however, Mr. Intrater is not covered by the indemnity contained in the Business Combination Marketing Agreement.

In addition, the exercise of MANA’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest when determining whether such changes or waivers are appropriate and in MANA stockholders’ best interests. See “Risk Factors — Risks Related to MANA’s Business as a SPAC — Because MANA’s Sponsor and its officers and directors own MANA Shares and MANA Warrants which will not participate in liquidation distributions and, therefore, they will lose their entire investment in us and face other financial consequences if the Business Combination is not completed, and they may have a conflict of interest in determining whether the Business Combination is appropriate.”

A: The special meeting will be held virtually on [ ], 2022, at[ ], Eastern time at https://[ ].

In light of ongoing developments related to COVID-19, and the related protocols that governments have implemented, the Board determined that the special meeting will be a virtual meeting conducted exclusively via live webcast. The Board believes that this is the right choice for the Company and its stockholders at this time, as it permits stockholders to attend and participate in the special meeting while safeguarding the health and safety of the Company’s stockholders, directors and the Company’s management team. You will be able to attend the special meeting online, vote, view the list of stockholders entitled to vote at the special meeting and submit your questions during the special meeting by visiting https://[ ]. To participate in the virtual meeting, you will need a 12-digit control number assigned by Continental Stock Transfer & Trust Company, the Company’s Transfer Agent. Additionally, you have the option to listen to the special meeting by dialing +1-888-965-8995 (toll-free within the U.S. and Canada) or +1-415-655-0243 (outside of the U.S. and Canada, standard rates apply). The passcode for telephone access is 98763184#, but please note that you cannot vote or ask questions if you choose to participate telephonically. Please note that you will only be able to access the special meeting by means of remote communication. The meeting webcast will begin promptly at 11:00 a.m., Eastern time. We encourage you to access the meeting prior to the start time, and you should allow ample time for the check-in procedures. Because the special meeting will be a completely virtual meeting, there will be no physical location for stockholders to attend.

Beneficial stockholders (those holding shares through a stock brokerage account or by a bank or other holder of record) who wish to attend the virtual meeting must obtain a legal proxy by contacting their account representative at the bank, broker, or other nominee that holds their shares and e-mail a copy (a legible photograph is sufficient) of their legal proxy to proxy@continentalstock.com. Beneficial stockholders who e-mail a valid legal proxy will be issued a meeting control number that will allow them to register to attend and participate in the special meeting. After contacting Continental Stock Transfer & Trust Company, a beneficial holder will receive an e-mail prior to the meeting with a link and instructions for entering the special meeting. Beneficial stockholders should contact Continental Stock Transfer & Trust Company at least five (5) business days prior to the meeting date in order to ensure access.

A: Only holders of record of MANA Shares as of the close of business on [ ], 2022, the Record Date, may vote at the special meeting of stockholders. As of the Record Date, there were [ ] shares of MANA Shares issued and outstanding and entitled to vote. MANA’s Sponsor and initial stockholders own an aggregate of [ ] shares and have agreed to vote in favor of the Business Combination.

Please see “Special Meeting of MANA Stockholders — Record Date; Who is Entitled to Vote” for further information.

A: Stockholders representing a majority (4,062,501 shares) of the MANA Shares issued and outstanding as of the Record Date and entitled to vote at the special meeting must be present in person or represented by proxy in order to hold the special meeting and conduct business. This is called a quorum. MANA Shares will be counted for purposes of determining whether there is a quorum if the stockholder (i) is present and entitled to vote at the meeting, or (ii) has properly submitted a proxy card. In the absence of a quorum, stockholders representing a majority of the votes present in person or represented by proxy at such meeting, may adjourn the meeting until a quorum is present. If you are a beneficial owner of shares of MANA common stock and you do not instruct your bank, broker or other nominee how to vote your shares on any of the proposals, your shares will not be counted as present for purposes of determining whether a quorum exists.

A: Approval of the Business Combination Proposal, the Equity Plan Adoption Proposal, the Nasdaq 20% Proposal, and the Adjournment Proposal each require the affirmative vote of a majority of the outstanding shares of our common stock present in person (through the virtual meeting platform) or represented by proxy and entitled to vote at the special meeting, or any adjournment thereof. Abstentions will have the effect of a vote “AGAINST” each of these proposals. Broker non-votes will have no effect on the vote for these proposals.

The approval of the Charter Amendment Proposal requires the affirmative vote (in person or by proxy) of the holders of a majority of all then issued and outstanding shares of our common stock entitled to vote thereon at the special meeting, or any adjournment thereof. Accordingly, abstentions or a broker non-vote will have the same effect as a vote AGAINST this proposal.

The Director Election Proposal is decided by a plurality of the votes cast by the stockholders present in person (through the virtual meeting platform) or represented by proxy at the special meeting and entitled to vote on the election of directors. This means that the director nominees will be elected if they receive more affirmative votes than any other nominee for the same position. Accordingly, a stockholder’s failure to vote by proxy or to vote in person at the special meeting of stockholders, an abstention from voting, or a broker non-vote will have no effect on the outcome of any vote on the Director Election Proposal.

A: MANA’s Sponsor and other initial stockholders, who as of the Record Date owned 1,625,000 Sponsor Shares, or approximately 20% of the issued and outstanding MANA Shares, have agreed, pursuant to a letter agreement dated November 22, 2021 with the underwriter of the IPO, to vote their respective shares of MANA common stock acquired by them prior to the Initial Public Offering in favor of each of the Proposals, including the Business Combination Proposal. MANA’s Sponsor and other initial stockholders have also agreed that they will vote any MANA Shares they purchase or have purchased in the open market since the Initial Public Offering in favor of each of the other Proposals.

Q: Am I required to vote against the Business Combination Proposal in order to have my common stock redeemed?

A: No. You are not required to vote against the Business Combination Proposal in order to have the right to demand that MANA redeem your common stock for cash equal to your pro rata share of the aggregate amount then on deposit in the trust account (before payment of deferred underwriting commissions and including interest earned on their pro rata portion of the trust account, net of taxes payable). These rights to demand redemption of MANA Shares for cash are sometimes referred to herein as redemption rights. If the Business Combination is not completed, then holders of MANA Shares electing to exercise their redemption rights will not be entitled to receive such payments.

Public stockholders may seek to have their shares redeemed regardless of whether they vote for or against the Business Combination. Any public stockholder who holds MANA Shares on or before [ ], 2022 (two (2) business days before the special meeting) will have the right to demand that his, her or its shares be redeemed for a pro rata share of the aggregate amount then on deposit in the trust account, less any taxes then due but not yet paid, at the consummation of the Business Combination.

To vote its public shares on the Business Combination Proposal at the special meeting, a stockholder must be a stockholder as of [ ], 2022, the Record Date.

A: Yes, provided that you own your MANA public shares when you submit the request in writing to MANA's transfer agent to redeem your public shares into cash, you will be able to exercise redemption rights with respect to your public shares.

If you transfer your public shares after the Record Date, but before the special meeting, you would retain your right to vote at the special meeting. However, you will not be able to exercise the redemption rights with respect to the public shares because you no longer own such shares.

However, a redemption payment will only be made in the event that the proposed Business Combination is consummated. If the proposed Business Combination is not completed for any reason, then public stockholders who exercised their redemption rights would not be entitled to receive the redemption payment. You may not elect to redeem your shares prior to the completion of the Business Combination.

The units (the “MANA Units”) that were issued in MANA’s Initial Public Offering, each consist of one share of common stock of MANA, par value $0.00001 per share (the “MANA Shares”), one half of one redeemable warrant, and one right to acquire 1/7 of a MANA Share. Each whole warrant entitles the holder thereof to purchase one MANA Share at $11.50 per share, subject to adjustment. Assuming the Proposed Business Combination closes, MANA stockholders (except for the Sponsor or MANA’s officers and directors) who elect their redemption right will be entitled to redeem their MANA Shares for a pro rata share of the trust account (currently anticipated to be no less than approximately $[ ] per share for stockholders), net of taxes payable.

MANA’s Certificate of Incorporation provides that a public stockholder, individually or 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 Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the shares sold in our Initial Public Offering. Therefore, any persons who hold more than 15% of our shares will not be able to redeem any shares in excess of the 15% limitation, regardless of the manner in which they vote their shares.

A: If you are a public stockholder as of the Record Date and you seek to have your shares redeemed, you must (i) demand, no later than 5:00 p.m., Eastern time on [ ], 2022 (two (2) business days before the special meeting), that MANA redeem your shares into cash; and (ii) submit your request in writing to MANA’s transfer agent, at the address listed at the end of this section and deliver your shares to MANA’s transfer agent physically or electronically using The Depository Trust Company’s (“DTC”) DWAC (Deposit/Withdrawal at Custodian) System at least two (2) business days before the special meeting. Holders of outstanding MANA Units must separate the underlying MANA Shares, MANA Warrants, and MANA Rights prior to exercising redemption rights with respect to the shares of MANA common stock. This must be completed far enough in advance to permit the mailing of the certificates back to the holder so that the holder may then exercise his, her or its redemption rights tendering the physical certificates or electronically delivering the shares within the required time limitation.

Any corrected or changed written demand of redemption rights must be received by MANA’s transfer agent two (2) business days before the special meeting. No demand for redemption will be honored unless the holder’s shares have been delivered (either physically or electronically) to the transfer agent at least two (2) business days before the special meeting.

Public stockholders may seek to have their shares redeemed regardless of whether they vote for or against the Business Combination. Any public stockholder who continues to hold such MANA Shares on or before __________, 2022 (two (2) business days before the special meeting) will have the right to demand that his, her or its shares be redeemed for a pro rata share of the aggregate amount then on deposit in the trust account, less any taxes then due but not yet paid, at the consummation of the Business Combination).

Any request for redemption, once made, may be withdrawn at any time up to the date of the special meeting of MANA stockholders. The actual per share redemption price will be equal to the aggregate amount then on deposit in the trust account (before payment of deferred underwriting commissions and including interest earned on their pro rata portion of the trust account, net of taxes payable), divided by the number of shares of common stock sold in the Initial Public Offering. Please see the section entitled “Special Meeting of MANA Stockholders — Redemption Rights” for more information on the procedures to be followed if you wish to redeem your MANA Shares for cash.

A: If you were a holder of record MANA Shares on the Record Date for the special meeting of MANA stockholders, you may vote with respect to the applicable Proposals in person at the special meeting of MANA stockholders via the live webcast, or by submitting a proxy by mail so that it is received prior to [ ] a.m. on [ ], 2022, in accordance with the instructions provided to you under “Special Meeting of MANA Stockholders.” If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, your broker or bank or other nominee may provide voting instructions (including any telephone or Internet voting instructions). You should contact your bank, broker or other nominee in advance of the special meeting to ensure that votes related to the shares you beneficially own will be properly counted. In this regard, you must provide your bank, broker or other nominee with instructions on how to vote your shares or, if you wish to attend the special meeting of MANA stockholders and vote in person, obtain a proxy from your bank, broker or other nominee.

Q: If my shares are held in “street name” by my bank, broker or other nominee, will they automatically vote my shares for me?

A: No. Under the rules of various national securities exchanges, your bank, broker or other nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your bank, broker or other nominee. MANA believes the Proposals are non-discretionary and, therefore, your bank, broker or other nominee cannot vote your shares without your instruction. If you do not provide instructions with your proxy, your bank, broker or other nominee may submit a proxy card expressly indicating that it is NOT voting your shares; this indication that a bank, broker or other nominee is not voting your shares is referred to as a “broker non-vote.” Broker non-votes will not be considered present for the purposes of establishing a quorum and will have no effect on the Proposals except for the Charter Amendment Proposal, for which it would have the same effect as an against vote. You should instruct your broker to vote your MANA Shares in accordance with directions you provide.

If your shares are held in “street name” through a broker, bank or other nominee, you should have received a proxy card and voting instructions with these proxy materials from that organization rather than directly from us. Simply complete and mail the proxy card to ensure that your vote is counted. You may be eligible to vote your shares electronically over the Internet or by telephone. Many banks and brokerage firms offer Internet and telephone voting. If your bank or brokerage firm does not offer Internet or telephone voting information, please complete and return your proxy card in the self-addressed, postage-paid envelope provided.

Q: What if I abstain from voting or fail to instruct my bank, broker or other nominee on how to vote my shares?

A: MANA will count a properly executed proxy marked “ABSTAIN” with respect to a particular Proposal as present for the purposes of determining whether a quorum is present at the special meeting of MANA stockholders. For purposes of approval, an abstention on any of the Proposals will have the same effect as a vote “AGAINST” such Proposal. Additionally, failure to elect to exercise your redemption rights will preclude you from having your MANA common stock redeemed for cash. In order to exercise your redemption rights, you must make an election on the applicable proxy card to redeem such MANA Shares or submit a request in writing to MANA’s transfer agent at the address listed on page 7 and deliver your shares to MANA’s transfer agent physically or electronically through DTC prior to the special meeting of MANA stockholders.

If you are a “street name” holder and you do not provide instructions with your proxy, your bank, broker or other nominee may submit a proxy card expressly indicating that it is NOT voting your shares of MANA Common Stock; this indication that a bank, broker or nominee is not voting your shares of MANA Common Stock is referred to as a “broker non-vote.” Your bank, broker or other nominee can vote your shares of MANA Common Stock only if you provide instructions on how to vote. You should instruct your broker to vote your shares of MANA Common Stock in accordance with directions you provide. A broker non-vote will have no effect on Proposals Nos. 1, 3, 4, 5 and 6, and will have the effect of a vote “AGAINST” Proposal No. 2.

Q: What will happen if I return my proxy card without indicating how to vote?

A: If you sign and return your proxy card without indicating how to vote on any particular Proposal, the shares of MANA Common Stock represented by your proxy will be voted in favor of each Proposal and for each of the nominees for election to our Board of Directors. Proxy cards that are returned without a signature will not be counted as present at the special meeting and cannot be voted.

A: Yes. You may change your vote at any time before your proxy is voted at the special meeting. You may revoke your proxy by executing and returning a proxy card dated later than the previous one, or by attending the special meeting in person and casting your vote by ballot or by submitting a written revocation stating that you would like to revoke your proxy that we receive prior to the special meeting. If you hold your shares through a bank, broker or other nominee, you should follow the instructions of your bank, broker or other nominee regarding the revocation of proxies. If you are a record holder, you should send any notice of revocation or your completed new proxy card, as the case may be, to:

Continental Stock Transfer & Trust Company
1 State Street,
New York, New York 10004
Attn.: Proxy Department
Telephone: (212) 509-4000

A: MANA stockholders who intend to have their MANA Shares redeemed should send their certificates to MANA’s transfer agent at least two (2) business days before the special meeting. Please see “Special Meeting of MANA Stockholders — Redemption Rights” for the procedures to be followed if you wish to redeem your common stock for cash.

A: Assuming the requisite stockholder approvals are received and all other conditions to closing satisfied, MANA expects that the Business Combination will occur no later than [ ], 2022.

Q: May I seek statutory appraisal rights or dissenter rights with respect to my shares?

A: No. Appraisal rights are not available to holders of MANA Shares in connection with the proposed Business Combination. For additional information, see the sections entitled “Special Meeting of MANA Stockholders — Appraisal Rights.”

A: The Record Date for the special meeting is earlier than the date of the special meeting, as well as the date that the Business Combination is expected to be consummated. If you transfer your MANA Shares after the Record Date, but before the special meeting, unless the transferee obtains from you a proxy or a written agreement to vote those shares, you would retain your right to vote at the special meeting, but will not hold an interest in MANA after the Business Combination is consummated. If you transfer your MANA Shares after the Record Date but before the special meeting, you will no longer have the right to exercise redemption rights with respect to your MANA Shares.

Q: Are there risks associated with the Business Combination that I should consider in deciding how to vote?

A: Yes. There are several risks related to the Business Combination and other transactions contemplated by the Merger Agreement, that are discussed in this proxy statement. Please read with particular care the detailed description of the risks described in “Risk Factors” beginning on page [_] of this proxy statement.

A: If MANA does not consummate a Business Combination by August 26, 2022, unless the Board of Directors approves up to twelve (12) one-month extensions to complete its initial business combination (subject to the contribution of $216,667 to the Trust Account for each one-month extension), or we obtain the approval of MANA stockholders to extend the deadline for it to consummate an initial business combination, then pursuant to our Certificate of Incorporation, MANA’s officers must take all actions necessary in accordance with the Delaware General Corporation Law (referred to herein as the “DGCL”) to dissolve and liquidate MANA as soon as reasonably practicable. Following dissolution, MANA will no longer exist as a company. In any liquidation, the funds held in the trust account, plus any interest earned thereon (net of taxes payable), together with any remaining out-of-trust net assets will be distributed pro-rata to holders of MANA Shares who acquired such common stock in MANA’s Initial Public Offering or in the aftermarket. The estimated consideration that each MANA Share would be paid at liquidation would be approximately $10.00 per share for stockholders based on amounts on deposit in the trust account as of [ ], 2022, net of taxes payable. The closing price of MANA’s Shares on the Nasdaq Global Market as of the Record Date was $[ ]. MANA’s Sponsor and other initial stockholders waived the right to any liquidation distribution with respect to any MANA Shares held by them

Q: What happens to the funds deposited in the trust account following the Business Combination?

A: Following the closing of the Business Combination, funds in the trust account will be released to MANA. Holders of MANA Shares exercising redemption rights will receive their per share redemption price. The balance of the funds will be utilized to fund the Business Combination. As of [_], 2022, there was approximately $[65,000,000] in MANA’s trust account; based upon which amount approximately $[ ] per outstanding share issued in MANA’s Initial Public Offering, net of taxes payable, will be paid to the public investors that elect to redeem MANA Shares. Any funds remaining in the trust account after such payments will be used for future working capital and other corporate purposes of the combined entity.

Q: Who will solicit the proxies and pay the cost of soliciting proxies for the special meeting?

A: MANA will pay the cost of soliciting proxies for the special meeting. MANA has engaged Advantage Proxy as its solicitation agent to assist in the solicitation of proxies for the special meeting. MANA has agreed to pay Advantage Proxy, the solicitation agent, a fee of $10,000, plus disbursements, and will reimburse the solicitation agent for its reasonable out-of-pocket expenses and indemnify the solicitation agent and its affiliates against certain claims, liabilities, losses, damages and expenses. MANA will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of MANA Shares for their expenses in forwarding soliciting materials to beneficial owners of the MANA Shares and in obtaining voting instructions from those owners. Our directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

A: The MANA Board of Directors recommends that its stockholders vote or give instruction to vote:

You should read “Business Combination Proposal: Approval of the Business Combination — MANA’s Board’s Reasons for Approval of the Business Combination” beginning on page [_] for a discussion of the factors that our Board of Directors considered in deciding to recommend the approval of the Business Combination Proposal.

A: You are entitled to one (1) vote for each share of MANA common stock that you held as of the Record Date. As of the close of business on the Record Date, there were 8,125,000 issued and outstanding shares of MANA common stock.

A: If you have questions about the Proposals or if you need additional copies of this proxy statement or the enclosed proxy card you should contact MANA’s proxy solicitor at:

Advantage Proxy
P.O. Box 13581
Des Moines, WA 98198
Toll Free: 877-870-8565
Collect: 206-870-8565
Email: KSmith@advantageproxy.com

You may also obtain additional information about MANA from documents filed with the SEC by following the instructions in the section titled “Where You Can Find Additional Information.”

Pursuant to the rules of the SEC, MANA and service providers that it employs to deliver communications to its stockholders are permitted to deliver to two (2) or more stockholders sharing the same address a single copy of the proxy statement, unless MANA has received contrary instructions from one (1) or more of such stockholders. Upon written or oral request, MANA will deliver a separate copy of the proxy statement to any stockholder at a shared address to which a single copy of the proxy statement was delivered and who wishes to receive separate copies in the future. Stockholders receiving multiple copies of the proxy statement may likewise request that MANA deliver single copies of the proxy statement in the future. Stockholders may notify MANA of their requests by contacting MANA as follows:

Advantage Proxy, Inc.
P.O. Box 13581
Des Moines, WA 98198
Toll Free: 877-870-8565
Collect: 206-870-8565
Email: KSmith@advantageproxy.com

SUMMARY OF THE PROXY STATEMENT

This summary highlights selected information from this proxy statement but may not contain all of the information that may be important to you. Accordingly, we encourage you to read carefully this entire proxy statement, including the Merger Agreement executed among MANA, Cardio, the Shareholders’ Representative and Merger Sub, which is attached as Annex A. Please read these documents carefully as they are the legal documents that govern the Business Combination and your rights related to voting, any redemption rights and in the Business Combination.

Unless otherwise specified, all calculations and figures related to number of shares and share percentages assume no exercise of the redemption rights by MANA’s stockholders, the issuance of the maximum number of shares under the Merger Agreement, and the issuance of MANA Shares upon the conversion of the MANA Rights.

The Parties to the Business Combination

Mana Capital Acquisition Corp. was formed on May 19, 2021 under the laws of the State of Delaware, as a blank check company for the purpose of engaging in a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination, with one or more target businesses or entities. Our efforts to identify a prospective target business were not limited to a particular industry or geographic region, although we intended to focus our search on target businesses operating in North America, Europe and Asia in the healthcare, technology, green economy, and consumer products sectors. We believe that we will add value to Cardio and, potentially, other businesses, primarily by providing them with access to the U.S. capital markets.

Our Registration Statement on Form S-1 was declared effective by the SEC on November 22, 2021. Ladenburg Thalmann & Co., Inc., acted as lead bookrunner for our Initial Public Offering. On November 26, 2021, we consummated our Initial Public Offering of 6,200,000 Units. Each Unit consists of one share of common stock, par value $0.00001 per share, one-half of one redeemable warrant, with each whole warrant entitling the holder thereof to purchase one share of common stock for $11.50 per share, subject to adjustment, and one right to receive one-seventh (1/7) of one share of common stock upon the consummation of our initial business combination. The MANA Units were sold at a price of $10.00 per Unit, generating gross proceeds to us of $62,000,000. In connection with our Initial Public Offering, the underwriters were granted a 45-day option to purchase up to 930,000 additional Units to cover over-allotments, if any. On November 30, 2021, the underwriters purchased an additional 300,000 Units pursuant to the partial exercise of the over-allotment option. The additional Units were sold at an offering price of $10.00 per Unit, generating additional gross proceeds of $3,000,000.

Simultaneously with the consummation of the Initial Public Offering, we completed the private sale of an aggregate of 2,500,000 private warrants to our Sponsor at a purchase price of $1.00 per private warrant, generating gross proceeds to the Company of $2,500,000.

A total of $65,000,000 of the proceeds from our IPO were placed in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee.

Since our IPO, our sole business activity has been identifying and evaluating suitable acquisition transaction candidates and engaging in non-binding discussions with potential target entities. Other than the proposed transaction with Cardio, we are not a party to any binding agreement with any other target entity. We presently have no revenue and have had losses since inception from incurring formation and operating costs since completion of our IPO. The MANA Units, MANA Shares, MANA Warrants and MANA Rights are each quoted on the Nasdaq Global Market, under the symbols “MAAQU,” “MAAQ”, “MAAQW” and “MAAQR,” respectively. Each of MANA Units consists of one MANA Share, one half of one redeemable MANA Warrant, and one MANA Right. MANA Units commenced trading on the Nasdaq Global Market on November 23, 2021. MANA Shares, MANA Warrants and MANA Rights individually commenced trading on the Nasdaq Global Market on January 14, 2022.

Merger Sub

Mana Merger Sub Inc. is a Delaware corporation and wholly-owned subsidiary of MANA, formed on May 24, 2022 to consummate a business combination. The Merger Sub will merge with Cardio, with Cardio surviving the merger and continuing as the surviving entity. Cardio will then be a direct wholly-owned subsidiary of MANA. The merger is intended to qualify as a reverse triangular merger under Section 368(a) of the Code and related Internal Revenue Service (the “IRS”) regulations.

Cardio

The information in this section of the summary describes the current and proposed business and operations of Cardio. Unless the context otherwise requires, all references in this section to “Cardio,” “we,” “us,” or “our” refer to the current and proposed business and operations of Cardio Diagnostics, Inc. and its wholly-owned subsidiary.

Cardio was formed to further develop and commercialize a series of products for major types of cardiovascular disease and associated co-morbidities including coronary heart disease (CHD), stroke, heart failure and diabetes, by leveraging our proprietary Artificial Intelligence (AI)-driven Integrated Genetic-Epigenetic Engine™. Cardio aims to become one of the leading medical technology companies for enabling improved prevention, early detection and treatment of cardiovascular disease. Cardio is transforming the approach to cardiovascular disease from reactive to proactive, and hopes to accelerate the adoption of Precision Medicine for all.

We believe Cardio is the first company to develop and commercialize epigenetics-based clinical tests for cardiovascular disease that have clear value propositions for multiple stakeholders including (1) patients, (2) clinicians, (3) hospitals/health systems, (4) employers and (5) payors. According to the CDC, epigenetics is the study of how a person’s behaviors and environment can cause changes that affect the way a person’s genes work. Unlike genetic changes, epigenetic changes are reversible and do not change one’s DNA sequence, but they can change how a person’s body reads a DNA sequence.

Cardio’s first test, Epi+Gen CHD™, which was introduced for market testing in 2021, is a three-year symptomatic CHD risk assessment test, targeting CHD events, including heart attacks. Cardio believes its Epi+Gen CHD™ test is categorized as a laboratory-developed test, or “LDT,” which, under current FDA policy, does not require premarket authorization or other FDA clearance or approval. As such, Cardio believes that the Epi+Gen CHD™ does not require FDA premarket evaluation of Cardio’s performance claims or marketing authorization, and such premarket review and authorization has not been obtained. Although submissions that are pending before the FDA or that have been denied are not publicly available, to the best of Cardio’s knowledge, no epigenetic-based clinical test for cardiovascular disease has to date been cleared or approved by the FDA.

To date, Cardio has sold its Epi+Gen CHD™ test to multiple customers who are patients through a telemedicine provider platform. Future revenue from this product will be generated through the recurring sale of this test and through licensing agreements.

Cardio was formed in January 2017 as an Iowa limited liability company (Cardio Diagnostics, LLC) and was subsequently incorporated as a Delaware C-Corp (Cardio Diagnostics, Inc.) on September 6, 2019. Cardio Diagnostics, LLC (“Cardio LLC”) is a wholly-owned subsidiary of Cardio. Cardio’s corporate headquarters is located at 400 N. Aberdeen St., Suite 900, Chicago IL 60642. Cardio’s principal website address is cardiodiagnosticsinc.com.

The Merger Agreement

On May 27, 2022, MANA, Merger Sub, the Shareholders’ Representative and Cardio entered into the Business Combination Agreement (referred to in this proxy statement as either the “Business Combination Agreement” or the “Merger Agreement”) pursuant to which, subject to the satisfaction or waiver of certain conditions set forth therein, Merger Sub will merge with and into Cardio, with Cardio surviving the merger in accordance with Section 252 of the Delaware General Corporation Law. Cardio and its subsidiary will thereafter be direct or indirect subsidiaries of MANA. For more information about the Business Combination, please see the section entitled “The Business Combination Proposal.” A copy of the Merger Agreement is attached to this proxy statement as Annex A.

Consideration to Cardio Security Holders

Upon the closing of the transactions contemplated in the Merger Agreement (the “Closing”), in consideration for all of the issued and outstanding capital stock of Cardio, the maximum number of MANA Shares that may be issued to the Cardio stockholders consists of 10,289,809 MANA Shares including (i) up to approximately 1,692,206 options to purchase MANA Shares to be issued to current holders of Cardio options and (ii) up to approximately 2,231,552 warrants to purchase MANA shares to be issued to current holders of outstanding Cardio warrants) and excluding the contingent right to receive up to 1,000,000 Earnout Shares. At the Closing, we estimate that the Cardio stockholders will receive approximately 6,366,049 MANA Shares, excluding the contingent right to receive 1,000,000 Earnout Shares (as defined below), options to acquire 1,692,206 MANA Shares and warrants to purchase 2,231,552 MANA Shares based on Cardio’s estimated net closing debt of $0 and that the Exchange Ratio, as defined in the Merger Agreement (the “Exchange Ratio”) is 3.296. The aggregate number of shares of MANA Common Stock to be issued, including shares underlying options and warrants to be exchanged for Cardio options and warrants, shall be determined by (i) adding the agreed valuation of $75.0 million to the amount by which Cardio’s closing cash exceeds $500,000 and the sum of the aggregate exercise prices of all Cardio options and warrants outstanding immediately prior to the effective time of the Merger, and subtracting the amount by which the Closing Net Debt, as defined in the Merger Agreement, exceeds $500,000, and (ii) dividing such difference by $10.00, which represents the agreed valuation of one (1) share of MANA Common Stock at the Closing of the Business Combination. However, in accordance with the terms of the Merger Agreement, in the event that the Company Closing Cash or Closing Net Debt of Cardio is different from the assumptions stated above and/or Cardio’s capital structure prior to the Effective Time of the Closing changes, the allocation of the MANA Shares issuable to the Cardio security holders will change. The number of MANA Shares that each Cardio stockholder shall receive will be equal to the product obtained by multiplying the number of shares of common stock of Cardio held by such stockholders by the Exchange Ratio (as defined in the Merger Agreement).

A portion of the total merger consideration is subject to an earnout over a four-year period (the “Earnout Period”). Upon certain triggering events that occur during the Earnout Period, Cardio stockholders are entitled to receive up to an additional 1,000,000 MANA shares (the “Earnout Shares”). The Earnout Shares shall be placed into an exchange account (the “Exchange Account”) at the Closing and may be released therefrom upon the following triggering events after the Closing of the Business Combination. The triggering events that will result in the issuance of the Earnout Shares during the Earnout Period are the following:

(i) one-quarter of the Earnout Shares will be released from the Exchange Account and distributed to each member of the Stockholder Earnout Group (as defined in the Merger Agreement) (“Stockholder Earnout Group”) on a pro rata basis if, on or prior to the fourth (4th) anniversary of the Closing, the VWAP (as defined in the Merger Agreement) (“VWAP”), of shares of Mana Shares equals or exceeds $12.50 per share (subject to adjustment for stock splits, reverse stock splits and other similar events of recapitalization) for thirty (30) of any forty (40) consecutive trading days commencing after the closing on the Nasdaq;

(ii) in addition to the issuance of Earnout Shares contemplated by the immediately preceding clause (i), an additional one-quarter of the Earnout Shares will be released from the Exchange Account and distributed to each member of the Stockholder Earnout Group on a pro rata basis if, on or prior to the fourth (4th) anniversary of the Closing the VWAP of Mana Shares equals or exceeds $15.00 per share (subject to adjustment) for thirty (30) of any forty (40) consecutive trading days commencing after the Closing on the Nasdaq;

(iii) in addition to the issuance of Earnout Shares contemplated by the immediately preceding clauses (i) and (ii), an additional one-quarter of the Earnout Shares will be released from the Exchange Account and distributed to each member of the Stockholder Earnout Group on a pro rata basis if, on or prior to the fourth (4th) anniversary of the Closing the VWAP of shares of Mana Shares equals or exceeds $17.50 per share (subject to adjustment) for thirty (30) of any forty (40) consecutive trading days commencing after the Closing on the Nasdaq; and

(iv) in addition to the issuance of Earnout Shares contemplated by the immediately preceding clauses (i), (ii) and (iii), an additional one-quarter of the Earnout Shares will be released from the Exchange Account and distributed to each member of the Stockholder Earnout Group on a pro rata basis if, on or prior to the fourth (4th) anniversary of the Closing the VWAP of shares of Mana Shares equals or exceeds $20.00 per share (subject to adjustment) for thirty (30) of any forty (40) consecutive trading days commencing after the Closing on the Nasdaq.

Each Cardio Option and each Cardio Warrant that is outstanding immediately prior to the Effective Time of the Closing, will be converted into an option or warrant, as the case may be, to purchase a number of shares of MANA Common Stock (such option, an “Exchanged Option” and such warrant, and “Exchanged Warrant”) equal to the product (rounded down to the nearest whole number) of (i) the number of shares of MANA Shares subject to such option or warrant immediately prior to the Effective Time (as defined in the Merger Agreement) (“Effective Time”); and (ii) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per share of such option or warrant, as the case may be, immediately prior to the effective time of the Effective Date divided by (B) the Exchange Ratio.

Potential PIPE Investment

Although not a condition to Closing of the Business Combination, MANA and Cardio have agreed to cooperate and use their best efforts to consummate an investment in securities with the intent of raising proceeds of $3.0 million as soon as reasonably practicable after Closing of the Business Combination (the “PIPE Investment”).

See the Section entitled “The Merger Agreement — The Potential PIPE Investment” for a further discussion of the proposed PIPE Investment.

Management and Board of Directors Following the Business Combination

Effective as of the Closing, the Board of Directors of MANA will consist of seven (7) members. Under the rules of the Nasdaq Stock Market, a majority of our board members must qualify as independent directors, and certain of our board’s committees (notably the audit committee, the compensation committee and, if existing, the nominating committee) must be comprised of independent directors. The members designated by Cardio will include Warren Hosseinion, MD, Meeshanthini (Meesha) Dogan, PhD, Robert (Rob) Philibert, MD PhD, Brandon Sim, Stanley K. Lau, MD, and Oded Levy. The member designated by MANA will be James Intrater. Mr. Intrater’s brother is Jonathan Intrater, the Chairman of the Board, Chief Executive Officer and Principal Financial Officer of MANA. Immediately after the Closing, our independent directors will be James Intrater, Brandon Sim, Stanley K. Lau, MD, and Oded Levy. If, at or after the Closing, a vacancy exists on the Post-Closing Board of Directors, such vacancy shall be filled in the manner provided in the MANA Amended and Restated Certificate of Incorporation, as amended in connection with the Business Combination, MANA’s Bylaws and applicable Law.

The executive officers of MANA and Cardio after the consummation of the Business Combination will include: (i) Meeshanthini Dogan as Chief Executive Officer; (ii) Robert Philibert as Chief Medical Officer; (iii) Elisa Luqman as Chief Financial Officer; (iv) Timur Dogan as Chief Technology Officer and (v) Khullani Abdullahi as Vice President of Revenue and Strategy.

See “Management of the Company After the Business Combination” for additional information.

Other Agreements Relating to the Business Combination

Employment Agreements

Meeshanthini (Meesha) Dogan – Chief Executive Officer

Robert (Rob) Philibert – Chief Medical Officer

Elisa Luqman – Chief Financial Officer

Timur Dogan – Chief Technology Officer

Khullani Abdullahi – Vice President of Revenue and Strategy

See “Management of the Company After the Business Combination” for additional information.

In addition, MANA will enter into a non-executive chairman and consulting agreement with Dr. Warren Hosseinion on or before the Closing of the Business Combination, pursuant to which he will serve as the Non-Executive Chairman of the Board and provide other services as mutually agreed upon.

Non-Compete Agreements

At or prior to the Closing of the Business Combination, each member of Cardio’s senior Management will enter into a non-competition and non-solicitation agreement, pursuant to which Cardio’s senior management will agree to non-solicitation and non-compete covenants for a period of the lesser of three years from the Closing or one year following the termination of such person’s employment.

Lock-Up Agreements

In connection with the Closing, certain of the Cardio stockholders will agree, subject to certain customary exceptions, not to (i) sell, offer to sell, contract or agree to sell, pledge or otherwise dispose of, directly or indirectly, any MANA Shares held by them (the “Lock-up Shares”), (ii) enter into a transaction that would have the same effect, (iii) enter into any swap, hedge or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Shares or otherwise or engage in any short sales or other arrangement with respect to the Lock-Up Shares or (iv) publicly announce any intention to effect any transaction specified in clause (i) or (ii) until the date that is six months after the Closing Date (the “Lock-Up Period”).

Indemnification Escrow Agreement

In connection with the Business Combination, MANA, certain stockholders of Cardio, and MANA’s transfer agent, Continental Stock Transfer & Trust Company (the “Transfer Agent”) will enter into a stock escrow agreement for the escrow of the 800,000 indemnification escrow shares to be deposited for a period of up to thirty-six (36) months after the Closing Date to satisfy any potential indemnification claims pursuant to the Merger Agreement. As provided for in the Merger Agreement, from and after the Closing, certain of the Cardio stockholders have agreed to indemnify and hold harmless MANA against and in respect of specified actual and direct losses incurred or sustained by MANA as a result of: (a) any breach of any of Cardio’s representations and warranties set forth in the Merger Agreement (as modified by the Cardio disclosure schedule to the Merger Agreement); (b) any breach of any covenants or obligations of Cardio contained in the Merger Agreement to be performed prior to the Closing; and (c) certain additional losses as specified in the Merger Agreement. The indemnification to which MANA is entitled from the Escrow Participant (as defined in the Merger Agreement) pursuant to the Merger shall be effective so long as it is asserted prior to the expiration of the 24-month anniversary of the Closing Date, except for certain claims that may be asserted prior to the expiration the 36-month anniversary of the Closing Date.

Redemption Rights

Pursuant to MANA’s Amended and Restated Certificate of Incorporation, holders of public shares of Common Stock may elect to have their shares redeemed for cash at the applicable redemption price per share equal to the quotient obtained by dividing (i) the aggregate amount on deposit in the trust account as of two (2) business days prior to the consummation of the Business Combination, including interest (net of taxes payable), by the total number of then issued and outstanding public shares, subject to the limitations described herein. As of [ ], 2022, this would have amounted to approximately $[ ] per share.

You will be entitled to receive cash for any public shares of MANA common stock to be redeemed only if you:

(i) hold public shares of common stock, or (b) hold public shares of common stock through Units and you elect to separate your Units into the underlying public shares of common stock, Public Warrants and rights prior to exercising your redemption rights with respect to the public shares of common stock; and

(ii) prior to 5:00 p.m., Eastern Time, on [ ], 2022, (a) submit a written request to the Transfer Agent, that MANA redeem your public shares for cash and (b) deliver your public shares to the Transfer Agent, physically or electronically through the Depository Trust Company.

To vote its public shares on the Business Combination Proposal at the special meeting, a stockholder must be a stockholder as of [ ], 2022, the Record Date for the special meeting.

Holders of outstanding MANA Units must separate the underlying MANA Shares, MANA Warrants, and MANA Rights prior to exercising redemption rights with respect to the shares of MANA common stock. This must be completed far enough in advance to permit the mailing of the certificates back to the holder so that the holder may then exercise his, her or its redemption rights upon the separation of the shares of MANA common stock from the MANA Units. Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with our consent, until the Closing.

If a holder exercises its redemption rights, then such holder will be exchanging its public shares of MANA common stock for cash and will no longer own shares of MANA following the Closing of the Business Combination. Such a holder will be entitled to receive cash for its public shares of MANA common stock only if it properly demands redemption and delivers its shares (either physically or electronically) to our Transfer Agent in accordance with the procedures described herein. Please see the section titled “The Special Meeting of MANA Stockholders — Redemption Rights” for the procedures to be followed if you wish to redeem your public shares of MANA common stock for cash.

Impact of the Business Combination on the Public Float and Shares outstanding of MANA

Assuming there are no redemptions of our public shares, that Cardio’s Closing Net Debt at the Effective Time of the Business Combination is $0, Cardio’s closing cash is $9,700,000, the aggregate exercise prices of the Cardio’s outstanding options and warrants is $18,698,090 and the issuance of 928,571 MANA Shares upon the conversion of the MANA Rights, MANA will issue the Cardio stockholders approximately 6,366,049 MANA Shares, excluding the contingent right to receive 1,000,000 Earnout Shares, assume options to acquire approximately 1,692,206 MANA Shares to the holders of Cardio options, assume warrants to acquire approximately 2,231,552 MANA Shares to the holders of Cardio warrants and have an aggregate of approximately 15,419,620 shares issued and outstanding. Of such amount, it is anticipated that upon the Closing of the Business Combination, assuming no redemptions, the ownership of the issued and outstanding shares of MANA Common Stock of the post-Merger company will be as follows:

• MANA public stockholders (which excludes our Sponsor) will own 6,500,000 MANA common shares, which will represent approximately 42.1% of our common shares;

• Our Sponsor, officers and directors will own 1,625,000 MANA common shares, which will represent approximately 10.5% of our common shares;

• Our holders of MANA Rights will own 928,571 MANA common shares, which will represent approximately 6.0% of our common shares; and

• Cardio former stockholders, will own approximately 6,366,049 MANA common shares (excluding the Earnout Shares), which will represent approximately 41.4% of our common shares.

Assuming (i) redemption by holders of 5,999,999 shares of MANA’s common stock (based upon no redemptions by our Sponsor, officers or directors and maintaining a number of shares to maintain at least $5,000,001 in assets at a value of $10.00 per share),that Cardio’s Closing Net Debt at the Effective Time of the Business Combination is $0, Cardio’s closing cash is $9,700,000, the aggregate exercise prices of the Cardio options and warrants is $18,698,090, and the issuance of 928,571 MANA Shares upon the conversion of the MANA Rights, MANA will issue the Cardio stockholders approximately 6,366,049 MANA Shares, excluding the contingent right to receive 1,000,000 Earnout Shares, and MANA will have approximately 9,419,621 shares of common stock issued and outstanding at the Closing of the Business Combination. In addition, we estimate that MANA will issue to the holders of outstanding Cardio options, new options to acquire approximately 1,692,206 shares under the 2022 Omnibus Plan, and we estimate that MANA will issue to the holders of Cardio warrants, new warrants to acquire approximately 2,231,552 shares of common stock. Of such amount, it is anticipated that upon completion of the Business Combination, assuming maximum redemptions, the ownership of the issued and outstanding shares of MANA common stock of the post-Merger company will be as follows:

• MANA public stockholders (which excludes our Sponsor) will own 500,001 MANA common shares, which will represent approximately 5.3% of our common shares;

• Our Sponsor, officers and directors will own 1,625,000 MANA common shares, which will represent approximately 17.3% of our common shares;

• Our holders of MANA Rights will own 928,571 MANA Common Shares, which will represent approximately 9.8% of our common shares; and

• Cardio former stockholders will own approximately 6,366,049 MANA common shares (excluding the Earnout Shares), which will represent approximately 67.6% of our common shares.

The ownership percentages with respect to the post-Business Combination company set forth above do not take into account:

(a) shares underlying issued and outstanding MANA Warrants issued in our IPO that will remain outstanding immediately following the Business Combination;

(b) shares underlying the Private Warrants held by our Sponsor;

(c) options to acquire an aggregate of approximately 1,692,206 shares of MANA Common Stock which will be issued to holders of Cardio options in connection with the closing of the Business Combination and warrants to acquire an aggregate of approximately 2,231,552 shares of MANA Common Stock which will be issued to holders of warrants prior in connection with the closing of the Business Combination; and

After giving effect to the conversion of our outstanding rights into 928,571 MANA shares, ownership and voting control of our Sponsor, officers and directors will be as follows:

	Assuming No Redemptions⁽¹⁾			Assuming Maximum Redemptions⁽²⁾
	Shares	Ownership %⁽³⁾	Voting %⁽³⁾	Shares	Ownership %⁽³⁾	Voting %⁽³⁾
Sponsor and affiliates⁽⁴⁾	1,625,000	10.5%	10.5%	1,625,000	17.3%	17.3%

____________

(1) This presentation assumes no holders of our common stock exercise their redemption rights with respect to their redeemable common stock upon the Closing.

(2) This presentation assumes the maximum redemption of our public shares to maintain at least $5 million in assets in our trust account).

The numbers of MANA Shares and percentage interests set forth above are based on a number of additional assumptions, including that Cardio does not issue any additional equity securities prior to the Business Combination. If the actual facts are different than these assumptions, the percentage ownership and percentage of voting power retained by our public stockholders following the Business Combination will be different.

The Proposals

At the special meeting, stockholders of the Company will be asked to vote:

• To approve the Merger Agreement, dated as of May 27, 2022 by and among MANA, Cardio. the Shareholders’ Representative and Mana Merger Sub Inc., and the transactions contemplated thereby (collectively referred to as the “Business Combination”). This proposal is referred to as the “Business Combination Proposal” or “Proposal No. 1.”

• To approve the amendment to the Amended and Restated Certificate of Incorporation of MANA. This proposal is referred to as the “Charter Amendment Proposal” or “Proposal No. 2.”

• To approve the Mana Capital Acquisition Corp. 2022 Omnibus Long-Term Incentive Plan. This proposal is referred to as the “Equity Plan Adoption Proposal” or “Proposal No. 3.”

• To approve the issuance of more than 20% of the issued and outstanding common stock of MANA pursuant to the terms of the Merger Agreement, as required by Listing Rules 5635(a) and (b) of the Nasdaq Global Market. This proposal is referred to as the “Nasdaq 20% Proposal” or “Proposal No. 4.”

• To elect Warren Hosseinion, MD, Meeshanthini (Meesha) Dogan, PhD, Robert Philibert, MD PhD, Brandon Sim, Stanley K. Lau, MD, Oded Levy and James Intrater to serve as directors on the Board of Directors of MANA upon the consummation of the Business Combination until the next annual meeting of stockholders of MANA or until their successors are elected and qualified. This proposal is referred to as the “Director Election Proposal” or “Proposal No. 5.”

• To approve the adjournment of the special meeting, if necessary or advisable, in the event MANA does not receive the requisite stockholder vote to approve the one or more presented to the stockholders for vote and proposals included in this proxy statement. This proposal is called the “Adjournment Proposal” or “Proposal No. 6.”

Please see the sections entitled “The Business Combination Proposal,” “The Charter Amendment Proposal,” “The Equity Plan Adoption Proposal,” “The Nasdaq 20% Proposal,” “The Director Election Proposal” and “The Adjournment Proposal” for more information on Proposals 1 through 6.

Voting Securities, Record Date

As of the Record Date of [ ], 2022 there were 8,125,000 shares of common stock of MANA issued and outstanding. Only MANA stockholders who hold common stock of record as of the close of business on [ ], 2022 are entitled to vote at the special meeting of stockholders or any adjournment of the special meeting.

Approval of the Business Combination Proposal, the Equity Plan Adoption Proposal, the Nasdaq 20% Proposal and the Adjournment Proposal will each require the affirmative vote of a majority of the issued and outstanding MANA Shares present in person or represented by proxy and entitled to vote at the special meeting, or any adjournment thereof. Abstentions will have the effect of a vote “against” each of these proposals. Broker non-votes will have no effect on the vote for these proposals.

The approval of the Charter Amendment Proposal requires the affirmative vote (in person or by proxy) of the holders of a majority of all then issued and outstanding MANA Shares of entitled to vote thereon at the special meeting, or any adjournment. Accordingly, abstentions or a broker non-vote will have the same effect as a vote against this proposal.

The Director Election Proposal is decided by a plurality of the votes cast by the stockholders present in person or represented by proxy at the special meeting and entitled to vote on the election of directors. This means that the director nominees will be elected if they receive more affirmative votes than any other nominee for the same position. Stockholders may not cumulate their votes with respect to the election of directors. Accordingly, a stockholder’s failure to vote by proxy or to vote in person at the special meeting of stockholders, an abstention from voting, or a broker non-vote, will have no effect on the outcome of any vote on the Director Election Proposal.

As of the Record Date, MANA’s Sponsor and other initial stockholders owned, either directly or beneficially, and were entitled to vote 1,625,000 MANA Shares, or approximately 20% of MANA’s issued and outstanding common stock. With respect to the Business Combination, MANA’s Sponsor and other initial stockholders have agreed to vote their respective MANA Shares in favor of the Business Combination Proposal. They have also indicated that they intend to vote in favor of the other Proposals.

Date, Time and Place of Special Meeting

The special meeting will be a virtual meeting conducted exclusively via live webcast starting at [ ] a.m., Eastern time, on [ ], 2022, or at such other date, time and place to which the meeting may be adjourned or postponed, to consider and vote upon the proposals. You may attend the special meeting online, vote, view the list of stockholders entitled to vote at the special meeting and submit your questions during the special meeting by visiting https://[ ] and entering your 12-digit control number, which is either included on the proxy card you received or obtained through Continental Stock Transfer & Trust Company. Additionally, you have the option to listen to the special meeting by dialing +1-888-965-8995 (toll-free within the U.S. and Canada) or +1-415-655-0243 (outside of the U.S. and Canada, standard rates apply). The passcode for telephone access is 98763184#, but please note that you cannot vote or ask questions if you choose to participate telephonically. Because the special meeting is completely virtual and being conducted via live webcast, stockholders will not be able to attend the meeting in person.

Registering for the Special Meeting

Pre-registration at https://[ ] is recommended but is not required in order to attend.

Any stockholder wishing to attend the virtual meeting should register for the meeting by [ ], 2022. To register for the special meeting, please follow these instructions as applicable to the nature of your ownership of our common stock:

• If your shares are registered in your name with Continental Stock Transfer & Trust Company and you wish to attend the online-only special meeting, go to https://[ ], enter- the 12-digit control number included on your proxy card or obtained through Continental Stock Transfer & Trust Company and click on the “Click here to preregister for the online meeting” link at the top of the page. Just prior to the start of the meeting you will need to log back into the meeting site using your control number. Pre-registration is recommended but is not required in order to attend.

• Beneficial stockholders (those holding shares through a stock brokerage account or by a bank or other holder of record) who wish to attend the virtual meeting must obtain a legal proxy by contacting their account representative at the bank, broker, or other nominee that holds their shares and e-mail a copy (a legible photograph is sufficient) of their legal proxy to proxy@continentalstock.com. Beneficial stockholders who e-mail a valid legal proxy will be issued a 12-digit meeting control number that will allow them to register to attend and participate in the special meeting. After contacting Continental Stock Transfer & Trust Company, a beneficial holder will receive an e-mail prior to the meeting with a link and instructions for entering the virtual meeting. Beneficial stockholders should contact Continental Stock Transfer & Trust Company at least five (5) business days prior to the meeting date in order to ensure access.

Anticipated Accounting Treatment

The Business Combination will be treated by MANA as a “reverse merger” in accordance with accounting principles generally accepted in the United States of America (“GAAP”). For accounting purposes, Cardio is considered to be acquiring MANA in this transaction. Therefore, for accounting purposes, the Business Combination will be treated as the equivalent of a capital transaction in which Cardio is issuing stock for the net assets of MANA. The net assets of MANA will be stated at historical cost, with no goodwill or other intangible assets recorded. The post-acquisition financial statements of MANA will show the consolidated balances and transactions of MANA and Cardio as well as comparative financial information of Cardio (the acquirer for accounting purposes).

Regulatory Approvals

The Business Combination and the other transactions contemplated by the Merger Agreement are not subject to any federal or state regulatory requirements or approvals, including the Hart-Scott-Rodino Antitrust Improvements Act of 1976. Consummation of the Business Combination (and the issuance of the shares to the Cardio securityholders) will require listing approval from the Nasdaq Stock Market Inc.

Appraisal Rights

Holders of MANA Shares are not entitled to appraisal rights under Delaware law in connection with any of the Proposals.

Stockholder Interests of Certain Persons in the Business Combination

When you consider the recommendation of MANA’s Board of Directors in favor of adoption of the Business Combination Proposal and other Proposals, you should keep in mind that MANA’s directors and officers have interests in the Business Combination that are different from, or in addition to, your interests as a stockholder, including:

• Under MANA’s Certificate of Incorporation, if the proposed Business Combination is not completed by August 26, 2022, and MANA does not further extend such date, MANA will be required to liquidate. In such event, the 1,625,000 Sponsor Shares held by MANA’s Sponsor and two directors, which were initially acquired by the Sponsor prior to the IPO for an aggregate purchase price of $25,000 will be worthless. Such shares of common stock had an aggregate market value of approximately $[ ] based on the closing price of MANA’s common stock of $[ ] on the Nasdaq Global Market as of the Record Date of [ ], 2022.

.• Further, if the proposed Business Combination is not completed by August 26, 2022, and MANA does not extend such date, the 2,500,000 Private MANA Warrants purchased by our Sponsor, for a total purchase price of $2,500,000, will be worthless. Such Private MANA Warrants had an aggregate market value of approximately $[ ] based on the closing price of MANA’s warrants of $[ ] on the Nasdaq Global Market as of the Record Date.

• If the proposed Business Combination is completed, the approximate dollar value of the Sponsor Shares held by the Sponsor and the other initial stockholders in the post-combination company, based on the transaction value would be approximately $16,190,000 (assuming no redemptions by the public stockholders) and approximately $16,295,000 (assuming maximum redemptions). Further, the approximate dollar value of such Sponsor Shares based on recent trading prices would be $[ ], based on the closing price of MANA Shares of $[ ] on the Nasdaq Global Market as of [ ], 2022. Such accretion in value over the purchase price paid by the Sponsor for its founder shares would result in the Sponsor earning a positive rate of return on its investment, which could occur even if other MANA stockholders experience a negative rate of return on their investment in the post-Business Combination company.

• If the proposed Business Combination is completed, the approximate dollar value of the 150,000 Sponsor Shares to be transferred by the Sponsor to Mr. Jonathan Intrater, our chief executive officer, based on the transaction value would be approximately $1,459,000 (assuming no redemptions by the public stockholders) and approximately $1,507,000 (assuming maximum redemptions). Such MANA Shares had an aggregate market value of $_____________ based on the closing price of MANA Shares of $___________ on the Nasdaq Global Market on ___________, 2022. Further, the approximate dollar value of the 100,000 private warrants that our Sponsor will transfer to Mr. Intrater following the closing of the Business Combination would be $_______ , based on the closing price of MANA’s Warrants of $____ on the Nasdaq Global Market on ________, 2022.

• The exercise of MANA’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the transaction may result in a conflict of interest when determining whether such changes or waivers are appropriate and in MANA stockholders’ best interest.

• If the Business Combination is completed, MANA will designate one (1) member to the Board of Directors of MANA. James Intrater, who is not currently a director of MANA, and will be an independent director, will serve as the nominee of MANA.

Recommendations of the Board of Directors to Stockholders

After careful consideration of the terms and conditions of the Merger Agreement, the Board of Directors of MANA has determined that the Business Combination and the transactions contemplated thereby are fair to and in the best interests of MANA and its stockholders. In reaching its decision with respect to the Business Combination and the transactions contemplated thereby, the MANA Board of Directors reviewed various industry and financial data and the due diligence and evaluation materials provided by Cardio. In addition, the MANA Board of Directors obtained a fairness opinion from an independent third party on which to base its assessment and recommendation to its stockholders in favor of the Business Combination. MANA’s Board of Directors recommends that MANA stockholders vote:

• FOR Proposal No. 1, the Business Combination Proposal;

• FOR Proposal No. 2, the Charter Amendment Proposal;

• FOR Proposal No. 3, the Equity Plan Adoption Proposal;

• FOR Proposal No. 4, the Nasdaq 20% Proposal;

• FOR Proposal No. 5, the Director Election Proposal; and

• FOR Proposal No. 6, the Adjournment Proposal.

Summary of Risk Factors

In evaluating the Business Combination and the Proposals to be considered and voted on at the special meeting, you should carefully review and consider the risk factors set forth under the section entitled “Risk Factors” included elsewhere in this proxy statement. The occurrence of one or more of the events or circumstances described in that section, alone or in combination with other events or circumstances, may have a material adverse effect on (i) the ability of MANA and Cardio to complete the Business Combination and (ii) the business, cash flows, financial condition and results of operations of the combined companies following consummation of the Business Combination. You should carefully consider all of the risks and uncertainties described in the section of this proxy statement captioned “Risk Factors.” These risks include, but are not limited to, the following:

Risks Related to Cardio’s Business, Industry and Business Operations

Cardio has a limited operating history that makes it impossible to reliably predict future growth and operating results.

Cardio has an unproven business model, has not generated significant revenues and with no assurance of generating significant revenues or operating profit.

The market for epigenetic tests is fairly new and unproven, and it may decline or experience limited growth, which would adversely affect Cardio’s ability to fully realize the potential of Cardio’s platform.

The estimates of market opportunity and forecasts of market growth included in this proxy statement may prove to be inaccurate, and even if the market in which Cardio competes achieves the forecasted growth, Cardio’s business could fail to grow at similar rates, if at all.

If Cardio is not able to enhance or introduce new products that achieve market acceptance and keep pace with technological developments, Cardio’s business, results of operations and financial condition could be harmed.

The success of Cardio’s business depends on its ability to expand into new vertical markets and attract new customers in a cost-effective manner.

The growth strategy of Cardio may not prove viable and expected growth and value may not be realized.

Cardio’s future growth could be harmed if it loses the services of its key personnel.

Cardio may face intense competition, which could limit Cardio’s ability to maintain or expand market share within Cardio’s industry, and if Cardio does not maintain or expand its market share Cardio’s business and operating results will be harmed.

Cardio’s business depends on customers increasing their use of Cardio’s solutions, and Cardio may experience loss of customers or decline in their use of Cardio’s solutions.

Cardio relies on a limited number of suppliers, contract manufacturers, and logistics providers, and Cardio’s test is performed by a single contract high complexity Clinical Laboratory Improvement Amendments (CLIA) laboratory.

Cardio may be unable to scale its operations successfully.

Cardio may be unable to manage its growth.

Cardio’s success depends upon its ability to adapt to a changing market and its continued development of additional tests and services.

Cardio’s future growth could be harmed if it loses the services of its key personnel.

Cardio’s Board of Directors may change Cardio’s strategies, policies, and procedures without stockholder approval and Cardio may become highly leveraged, which may increase its risk of default under its obligations.

Cardio may need to seek alternative business opportunities and change the nature of its business.

Cardio is subject to general litigation that may materially adversely affect it.

Risks Related to Cardio’s Intellectual Property

Certain core technology of Cardio is licensed, and that license may be terminated if Cardio were to breach its obligations under the license.

Cardio’s license agreement with University of Iowa Research Foundation (UIRF) includes a non-exclusive license of “technical information” that potentially could grant unaffiliated third parties access to materials and information considered derivative work made by Cardio, which could be used by such licensees to develop competitive products.

Risks Related to Government Regulation

Cardio conducts business in a heavily regulated industry, and if it fails to comply with these laws and government regulations, it could incur penalties or be required to make significant changes to its operations or experience adverse publicity, which could have a material adverse effect on its business, financial condition, and results of operations.

If the FDA were to begin actively regulating Cardio’s tests, Cardio could incur substantial costs and delays associated with trying to obtain premarket clearance or approval and incur costs associated with complying with post-market controls.

If Cardio’s products do not receive adequate coverage and reimbursement from third-party payors, its ability to expand access to its tests beyond its initial sales channels will be limited and its overall commercial success will be limited.

Risks Related to the Financial Projections

You should be aware that uncertainties are inherent in prospective financial projections of any kind, and such uncertainties increase with the passage of time. None of MANA, Cardio or any of their respective affiliates, advisors, officers, directors, or representatives has made or makes any representation or can give any assurance to any MANA stockholders, or any other person, regarding the ultimate performance of Cardio compared to the information set forth under “The Business Combination Proposal — Summary of MANA Financial Analysis” or that any such results will be achieved.

Cardio management made numerous material estimates with respect to the years ending December 31, 2022 through 2026 in developing the projections provided to MANA and its financial advisor.

Risks Related to the Business Combination and being a Public Company

Going public through a merger rather than an underwritten offering presents risks to unaffiliated investors. Subsequent to our completion of the business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could negatively affect our financial condition, results of operations and stock price, which could cause you to lose some or all of your investment.

Cardio’s Management will be required to devote substantial time to maintaining and improving its internal controls over financial reporting and the requirements of being a public company which may, among other things, strain its resources, divert Management’s attention and affect its ability to accurately report its financial results and prevent fraud.

Cardio will need to grow the size of its organization and may experience difficulties in managing this growth.

In the event that a significant number of MANA Shares are redeemed, its stock may become less liquid following the Business Combination.

MANA’s stockholders will experience immediate dilution as a consequence of the issuance of MANA Shares as consideration in the Business Combination. Having a minority share position may reduce the influence that MANA’s current stockholders have on the Management of MANA.

Risks Related to MANA’s Business as a SPAC

The ability of our public stockholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.

In connection with any vote to approve a business combination, we will offer each public stockholder the option to vote in favor of a proposed business combination and still seek redemption of his, her or its shares.

We may not be able to complete our business combination within the prescribed time frame, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public stockholders may only receive $10.00 per share, or less than such amount in certain circumstances, and our rights and warrants will expire worthless.

In connection with any stockholder meeting called to approve a proposed initial business combination, we may require stockholders who wish to redeem their shares in connection with a proposed business combination to comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption rights prior to the deadline for exercising their redemption rights.

If we seek stockholder approval of our business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of stockholders are deemed to hold in excess of 15% of our shares of common stock, you will lose the ability to redeem all such shares in excess of 15% of our shares of common stock.

Risks Related to MANA’s Common Stock and Organizational Structure

The price of MANA common stock likely will be volatile like the stocks of other early-stage companies.

A significant number of shares of our common stock are subject to issuance upon exercise of outstanding warrants and options, which upon such exercise may result in dilution to our security holders.

We have never paid dividends on our common stock, and we do not anticipate paying any cash dividends on our common stock in the foreseeable future.

Sales of a substantial number of shares of our common stock in the public market by our existing stockholders could cause our stock price to decline.

Insiders will continue to have substantial influence over the Company after the Business Combination, which could limit investors’ ability to affect the outcome of key transactions, including a change of control.

TRADING MARKET AND DIVIDENDS

Ticker Symbols and Market Price

The MANA Units, MANA Shares, MANA Warrants, and MANA Rights are each quoted on the Nasdaq Global Market, under the symbols “MAAQU,” “MAAQ,” “MAAQW” and “MAAQR,” respectively. Each of the MANA Units consists of one MANA Share, one half of one redeemable MANA Warrant and a MANA Right to acquire one-seventh of a MANA Share. The MANA Units commenced trading on November 23, 2021. The MANA Shares, MANA Warrants and MANA Rights commenced trading on January 14, 2022.

On May 27, 2022, the trading date before the public announcement of the Business Combination, MANA’s common stock, warrants, units and rights closed at $9.94, $0.30, $9.95 and $0.12, respectively. On [ ], 2022, the trading date immediately prior to the date of this proxy statement, MANA’s common stock, warrants, units and rights closed at $[ ], $[ ], $[ ] and $[ ], respectively. The MANA Rights will convert into MANA Shares upon completion of the Business Combination, and as a result, the MANA Rights will cease trading upon the completion of the Business Combination.

Holders

As of the Record Date of [ ], 2022, there were [ ] holder of record of MANA Units, [ ] holders of record of MANA Shares, [ ] holder of record of MANA Rights, and [ ] holders of record of MANA Warrants. The number of holders of record does not include a substantially greater number of “street name” holders or beneficial holders whose units, common stock, rights and warrants are held of record by banks, brokers and other financial institutions.

Dividends

MANA has not paid any cash dividends on its MANA Shares to date and does not intend to pay cash dividends prior to the completion of a Business Combination. The payment of cash dividends in the future will depend upon MANA’s revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of the Business Combination. The payment of any dividends subsequent to the Business Combination will be within the discretion of its then Board of Directors. It is the present intention of MANA’s Board of Directors to retain all earnings, if any, for use in its business operations and, accordingly, MANA’s Board of Directors does not anticipate declaring any dividends in the foreseeable future.

Cardio

No Cardio securities are publicly traded. It is a privately-held corporation with approximately 99 stockholders.

You should carefully review and consider the following risk factors and the other information contained in this proxy statement, including the financial statements and notes to the financial statements included herein, in evaluating the Business Combination and the proposals to be voted on at the special meeting. The following risk factors apply to the business and operations of Cardio and will also apply to the business and operations of the post-combination company following the completion of the Business Combination. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to complete or realize the anticipated benefits of the Business Combination, and may have a material adverse effect on the business, cash flows, financial condition and results of operations of the post-combination company. You should carefully consider the following risk factors in addition to the other information included in this proxy statement, including matters addressed in the section entitled “Cautionary Note Regarding Forward-Looking Statements.” We may face additional risks and uncertainties that are not presently known to us, or that we currently deem immaterial, which may also impair our business or financial condition. The following discussion should be read in conjunction with the financial statements and notes to the financial statements included herein.

Unless otherwise indicated or the context otherwise requires, references in “Risk Related to the Business Combination and being a Public Company” to “Cardio” or the “Company” refers to the current business and operations of Cardio after giving effect, and is subject, to the consummation of the Business Combination.

Cardio has a limited operating history that makes it impossible to reliably predict future growth and operating results.

Cardio was incorporated as an Iowa LLC in January 2017 with all assets of the LLC being subsumed into a Delaware C-Corp in September 2019. Accordingly, Cardio has a limited operating history upon which investors can evaluate its business prospects, which makes it difficult to forecast Cardio’s future operating results. The evolving nature of the medical diagnostics industry increases these uncertainties. Investors must consider Cardio’s business prospects in light of the risks, uncertainties, and problems frequently encountered by companies with limited operating histories.

Cardio has an unproven business model with no assurance of significant revenues or operating profit.

Cardio’s current business model is unproven and the profit potential, if any, is unknown at this time. Cardio is subject to all of the risks inherent in the creation of a new business. Cardio’s ability to achieve profitability is dependent, among other things, on its initial marketing to generate sufficient operating cash flow to fund future expansion. There can be no assurance that Cardio’s results of operations or business strategy will achieve significant revenue or profitability.

Cardio is a medical diagnostic testing company with a limited operating history and has not yet generated significant revenue from product sales. Cardio has incurred operating losses since its inception and may never achieve or maintain profitability.

Cardio has generated only nominal revenue in 2021 and 2022. Its net losses totaled approximately $620,500 and approximately $1,132,000 for the year ended December 31, 2021 and the six months ended June 30, 2022, respectively, and it has an accumulated deficit of approximately $2,462,600 at June 30, 2022. Cardio expects losses to continue as a result of its activities to commercially launch its first diagnostic assessment test, to gain market recognition and acceptance of its initial product, to expand its marketing channels and otherwise position itself to grow its revenue opportunities, all of which will require hiring additional employees as well as other significant expenses. Cardio is unable to predict when it will become profitable, and it may never become profitable. It may encounter unforeseen expenses, difficulties, complications, delays, and other unknown factors that may adversely affect its business. The size of Cardio’s future net losses will depend, in part, on the rate of future growth of its expenses and its ability to generate revenue. Even if it achieves profitability in the future, it may not be able to sustain profitability in subsequent periods. If additional capital is not available when required, if at all, or is not available on acceptable terms, Cardio could be forced to modify or abandon its current business plan.

Epigenetics is at the heart of Cardio’s technology, products and services. According to the CDC, epigenetics is the study of how a person’s behaviors and environment can cause changes that affect the way a person’s genes work. Unlike genetic changes, epigenetic changes are reversible and do not change one’s DNA sequence, but they can change how a person’s body reads a DNA sequence. The market for epigenetic tests is relatively new and evaluating the size and scope of the market is subject to a number of risks and uncertainties. Cardio believes that its future success will depend in large part on the growth of this market. The utilization of Cardio’s solution is still relatively new, and customers may not recognize the need for, or benefits of, Cardio’s tests and services, which may prompt them to cease use of Cardio’s tests and services or decide to adopt alternative products and services to satisfy their healthcare requirements. In order to expand Cardio’s business and extend its market position, Cardio intends to focus its marketing and sales efforts on educating customers about the benefits and technological capabilities of its tests and services and the application of its tests and services to specific needs of customers in different market verticals. Cardio’s ability to access and expand the market that its tests and services are designed to address depends upon a number of factors, including the cost, performance and perceived value of its tests and services. Market opportunity estimates are subject to significant uncertainty and are based on assumptions and estimates. Assessing the market for Cardio’s solutions in each of the vertical markets Cardio is competing in, or planning to compete in, is particularly difficult due to a number of factors, including limited available information and rapid evolution of the market. The market for Cardio’s tests and services may fail to grow significantly or be unable to meet the level of growth Cardio expects. As a result, Cardio may experience lower-than-expected demand for its products and services due to lack of customer acceptance, technological challenges, competing products and services, decreases in expenditures by current and prospective customers, weakening economic conditions and other causes. If Cardio’s market does not experience significant growth, or if demand for Cardio’s solution does not increase, then Cardio’s business, results of operations and financial condition will be adversely affected.

Market opportunity estimates and growth forecasts are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate. The estimates and forecasts in this proxy statement relating to the size and expected growth of the cardiovascular diagnostics market may prove to be inaccurate. Even if the market in which Cardio competes meets its size estimates and forecasted growth, Cardio’s business could fail to grow at similar rates, if at all.

Any future litigation against Cardio could be costly and time-consuming to defend.

Cardio may become subject, from time to time, to legal proceedings and claims that arise in the ordinary course of business such as claims brought by Cardio’s customers in connection with commercial disputes or employment claims made by Cardio’s current or former associates. Litigation may result in substantial costs and may divert Cardio’s management’s attention and resources, which may substantially harm its business, financial condition and results of operations. Insurance may not cover such claims, may not provide sufficient payments to cover all of the costs to resolve one or more such claims and may not continue to be available on terms acceptable to Cardio. A claim brought against Cardio that is uninsured or underinsured could result in unanticipated costs, thereby reducing its revenue and potential profits.

Cardio’s ability to attract new customers and increase revenue from existing customers depends in part on Cardio’s ability to enhance and improve its solutions, increase adoption and usage of its products and introduce new products and features. The success of any enhancements or new products depends on several factors, including timely completion, adequate quality testing, actual performance quality, market-accepted pricing levels and overall market acceptance and demand. Enhancements and new products that Cardio develops may not be introduced in a timely or cost-effective manner, may contain defects, may have interoperability difficulties with Cardio’s solutions, or may not achieve the market acceptance necessary to generate significant revenue. If Cardio is unable to successfully enhance its existing solutions and capabilities to meet evolving customer requirements, increase adoption and usage of its solutions, develop new products, or if Cardio’s efforts to increase the usage of its products are more expensive than Cardio expects, then Cardio’s business, results of operations and financial condition could be harmed.

The success of Cardio’s business depends on its ability to expand into new vertical markets and attract new customers in a cost-effective manner.

In order to grow Cardio’s business, Cardio plans to drive greater awareness and adoption of its tests and services from enterprises across new vertical markets. Cardio intends to increase its investment in sales and marketing, as well as in technological development, to meet evolving customer needs in these and other markets. There is no guarantee, however, that Cardio will be successful in gaining new customers from any or all of these markets. Cardio has limited experience in marketing and selling its products and services generally, and in particular in these new markets, which may present unique and unexpected challenges and difficulties. Furthermore, Cardio may incur additional costs to modify its current solutions to conform to the customer’s requirements, and Cardio may not be able to generate sufficient revenue to offset these costs. Cardio will also be required to comply with certain regulations required by government customers, which will require Cardio to incur costs, devote management time and modify its current solutions and operations. If Cardio is unable to comply with those regulations effectively and in a cost-effective manner, Cardio’s financial results could be adversely affected.

If the costs of the new marketing channels Cardio uses or plans to pursue increase dramatically, then Cardio may choose to use alternative and less expensive channels, which may not be as effective as the channels Cardio currently uses. As Cardio adds to or changes the mix of its marketing strategies, Cardio may need to expand into more expensive channels than those Cardio is currently in, which could adversely affect its business, results of operations and financial condition. In addition, Cardio has limited experience marketing its products and services and Cardio may not be successful in selecting the marketing channels that will provide Cardio with exposure to customers in a cost-effective manner. As part of Cardio’s strategy to penetrate the new vertical markets, Cardio will incur marketing expenses before it is able to recognize any revenue in such markets, and these expenses may not result in increased revenue or brand awareness. Cardio expects to make significant expenditures and investments in new marketing campaigns, and these investments may not lead to the cost-effective acquisition of additional customers. If Cardio is unable to maintain effective marketing programs, then its ability to attract new customers or enter into new vertical markets could be adversely affected.

Consolidation in the health care industry could have a material adverse effect on Cardio’s business, financial condition and results of operations.

Many health care industry participants and payers are consolidating to create larger and more integrated health care delivery systems with greater market power. Cardio expects regulatory and economic conditions to result in additional consolidation in the health care industry in the future. As consolidation accelerates, the economies of scale of Cardio’s partners’ organizations may grow. If a partner experiences sizable growth following consolidation, that partner may determine that it no longer needs to rely on Cardio and may reduce its demand for Cardio’s products and services. In addition, as health care providers consolidate to create larger and more integrated health care delivery systems with greater market power, these providers may try to use their market power to negotiate fee reductions for Cardio’s products and services. Finally, consolidation may also result in the acquisition or future development by Cardio’s partners of products and services that compete with Cardio’s products and services. Any of these potential results of consolidation could have a material adverse effect on Cardio’s business, financial condition and results of operations.

The market for Cardio’s products and services is fragmented, competitive and characterized by rapidly evolving technology standards, customer needs and the frequent introduction of new products and services. Cardio’s competitors range from smaller niche companies to large, well-financed and technologically-sophisticated entities.

Cardio competes on the basis of several factors, including the utility and quality of product and service offerings, ability to deliver clinical and financial performance improvement to patients and organizations through the use of products and services, quality and reliability of services, ease of use and convenience, brand recognition and the ability to integrate services with existing technology. Some of Cardio’s competitors and their technologies, such as conventional lipid testing, are more established, benefit from greater recognition, have larger customer bases and have substantially greater financial, technical and marketing resources. Other competitors have proprietary technology that differentiates their product and service offerings from those of Cardio. Cardio’s competitors are constantly developing products and services that may become more efficient or appealing to Cardio’s existing partners and potential partners. As a result of these competitive advantages, Cardio’s competitors and potential competitors may be able to respond more quickly to market forces, undertake more extensive marketing campaigns for their brands, products and services and make more attractive offers to Cardio’s existing partners and potential partners.

Cardio also competes on the basis of price. Cardio may be subject to pricing pressures as a result of, among other things, competition within the industry, consolidation of health care industry participants, practices of managed care organizations, government action and financial stress experienced by Cardio’s partners. If Cardio’s pricing experiences significant downward pressure, Cardio’s business will be less profitable, and Cardio’s results of operations will be adversely affected.

Cardio cannot be certain that Cardio will be able to retain Cardio’s current partners or expand Cardio’s partner base in this competitive environment. If Cardio does not retain current partners or expand Cardio’s partner base, or if Cardio has to renegotiate existing contracts, Cardio’s business, financial condition and results of operations will be harmed. Moreover, Cardio expects that competition will continue to increase as a result of consolidation in both the health care information technology and health care industries. If one or more of Cardio’s competitors or potential competitors were to merge or partner with another of Cardio’s competitors, the change in the competitive landscape could also adversely affect Cardio’s ability to compete effectively and could harm Cardio’s business, financial condition and results of operations.

Cardio’s business depends on customers increasing their use of Cardio’s solutions, and Cardio may experience loss of customers or decline in their use of Cardio’s solutions.

Cardio’s ability to grow and generate revenue depends, in part, on Cardio’s ability to maintain and grow Cardio’s relationships with existing customers and convince them to increase their usage of Cardio’s tests and services. If Cardio’s customers do not increase their use of Cardio’s tests and services, then Cardio’s revenue may not grow, and Cardio’s results of operations may be harmed. It is difficult to accurately predict customers’ usage levels and the loss of customers or reductions in their usage levels may have a negative impact on Cardio’s business, results of operations and financial condition. If a significant number of customers cease using, or reduce their usage of, Cardio’s tests and services, then Cardio may be required to expend significantly more on sales and marketing than Cardio currently plans to expend in order to maintain or increase revenue from customers. These additional expenditures could adversely affect Cardio’s business, results of operations and financial condition.

Interruptions or performance problems associated with Cardio’s technology and infrastructure may adversely affect Cardio’s business and operating results.

Cardio’s continued growth depends in part on the ability of customers to access its tests and services at any time and within an acceptable amount of time. Cardio may in the future experience, disruptions, outages and other performance problems due to a variety of factors, including infrastructure changes, introductions of new applications and functionality, software errors and defects, capacity constraints due to an increasing number of customers or security related incidents. In addition, from time-to-time, Cardio or its vendors may experience limited periods of equipment downtime, server downtime due to server failure or other technical difficulties (as well as maintenance requirements). It may become increasingly difficult to maintain and improve Cardio’s performance, especially during high volume times and as its solution becomes more complex and its customer traffic increases. If Cardio’s solution is unavailable or if Cardio’s customers are unable to access Cardio’s solutions within a reasonable amount of time or at all, Cardio’s business would be adversely affected, and its brand could be harmed. In the event of any of the factors described above, or certain other failures of Cardio’s infrastructure, customer or patient data may be permanently lost. To the extent that Cardio does not effectively address capacity constraints, upgrade its systems, as needed, and continually develop Cardio’s technology and network architecture to accommodate actual and anticipated changes in technology, customers may cease to use Cardio’s solutions and Cardio’s business and operating results may be adversely affected.

For Cardio’s Epi+Gen CHD™ test, Cardio and its vendors rely on a limited number of suppliers for laboratory reagents and sampling kit supplies, contract manufacturers, and logistics providers. For example, certain proprietary reagents are manufactured under Good Manufacturing Practice (GMP) by a single contract manufacturer located in Michigan; the sample collection kits are assembled and fulfilled by one fulfillment center located in Iowa; and the Epi+Gen CHD™ test is performed in one high complexity CLIA laboratory located in Missouri. The reliance on a limited number of suppliers and a sole contract manufacturer, fulfillment center and laboratory present various risks. These include the risk that in the event of an interruption from any part of Cardio’s supply chain for any reason, such as a natural catastrophe, labor dispute, or system interruption, Cardio may not be able to develop an alternate source without incurring material additional costs and substantial delays. For example, during 2021, the Coronavirus pandemic impacted the ability to conduct in-person training of personnel at the laboratory, which delayed launch of Epi+Gen CHD™ by approximately two and a half months. As a public company, the delay of a product launch by a nearly a fiscal quarter could cause Cardio’s reported results of operations to fail to meet market expectations, which, in turn, and could negatively impact Cardio’s stock price.

The security of Cardio’s solutions, networks or computer systems may be breached, and any unauthorized access to Cardio’s customer data will have an adverse effect on its business and reputation.

The use of Cardio’s solutions involves the storage, transmission and processing of Cardio’s customers’ private data, and this data may contain confidential and proprietary information of Cardio’s customers or their customers’ patients, employees, business partners or other persons (“customer personnel”) or other personal or identifying information regarding Cardio’s customers and customer personnel. Individuals or entities may attempt to penetrate Cardio’s network or platform security, or that of Cardio’s third-party hosting and storage providers, and could gain access to Cardio’s customer and customer personnel private data, which could result in the destruction, disclosure or misappropriation of proprietary or confidential information of Cardio’s customers and customer personnel. If any of Cardio’s customers’ or customer personnel’s private data is leaked, obtained by others or destroyed without authorization, it could harm Cardio’s reputation, Cardio could be exposed to civil and criminal liability, and Cardio may lose its ability to access private data, which will adversely affect the quality and performance of its solutions.

In addition, Cardio’s services may be subject to computer malware, viruses and computer hacking, fraudulent use attempts and phishing attacks, all of which have become more prevalent in Cardio’s industry. Though it is difficult to determine what, if any, harm may directly result from any specific interruption or attack, they may include the theft or destruction of data owned by Cardio or Cardio’s customers or customer personnel, and/or damage to its platform. Any failure to maintain the performance, reliability, security and availability of Cardio’s products and technical infrastructure to the satisfaction of Cardio’s customers may harm Cardio’s reputation and Cardio’s ability to retain existing customers and attract new customers.

While Cardio has implemented and is continuing to implement procedures and safeguards that are designed to prevent security breaches and cyber attacks, they may not be able to protect against all attempts to breach Cardio’s systems, and Cardio may not become aware in a timely manner of any such security breach. Unauthorized access to or security breaches of its platform, network or computer systems, or those of Cardio’s technology service providers, could result in the loss of business, reputational damage, regulatory investigations and orders, litigation, indemnity obligations, damages for contract breach, civil and criminal penalties for violation of applicable laws, regulations or contractual obligations, and significant costs, fees and other monetary payments for remediation. If customers believe that Cardio’s platform does not provide adequate security for the storage of sensitive information or its transmission over the Internet, Cardio’s business will be harmed. Customers’ concerns about security or privacy may deter them from using Cardio’s solutions for activities that involve personal or other sensitive information.

If Cardio is not able to compete effectively, its business and operating results will be harmed.

While the clinical epigenetics market is still fairly new, Cardio faces competition from various sources, including large, well-capitalized technology companies such as Exact Sciences and Prevencio. These competitors may have better brand name recognition, greater financial and engineering resources and larger sales teams than Cardio has. As a result, these competitors may be able to develop and introduce competing solutions and technologies that may have greater capabilities than those of Cardio or that are able to achieve greater customer acceptance, and they may be able to respond more quickly and effectively than Cardio can to new or changing opportunities, technologies, standards or customer requirements. In addition, Cardio may also compete with smaller companies, who may develop their own platforms that perform similar services as Cardio’s platform. Cardio expects that competition will increase and intensify as Cardio continues to expand its serviceable markets and improve its tests and services. Increased competition may result in pricing pressures and require Cardio to incur additional sales and marketing expenses, which could negatively impact Cardio’s sales, profitability and market share.

Any failure to offer high-quality customer support may adversely affect Cardio’s relationships with Cardio’s customers.

Cardio’s ability to retain existing customers and attract new customers depends in part on its ability to maintain a consistently high level of customer service and technical support. Cardio’s current and future customers depend on its customer support team to assist them in utilizing Cardio’s tests and services effectively and to help them to resolve issues quickly and to provide ongoing support. If Cardio is unable to hire and train sufficient support resources or is otherwise unsuccessful in assisting its customers effectively, it could adversely affect Cardio’s ability to retain existing customers and could prevent prospective customers from adopting Cardio’s solutions. Cardio may be unable to respond quickly enough to accommodate short-term increases in demand for customer support. Cardio also may be unable to modify the nature, scope and delivery of Cardio’s customer support to compete with changes in the support services provided by Cardio’s competitors. Increased demand for customer support, without corresponding revenue, could increase Cardio’s costs and adversely affect Cardio’s business, results of operations and financial condition. Cardio’s sales are and will be highly dependent on its business reputation and on positive recommendations from customers. Any failure to maintain high-quality customer support, or a market perception that Cardio does not maintain high-quality customer support, could adversely affect Cardio’s reputation, business, results of operations and financial condition.

The information that Cardio provides to Cardio’s customers could be inaccurate or incomplete, which could harm its business reputation, financial condition, and results of operations.

Cardio aggregates, processes, and analyzes customers’/patients’ healthcare-related data and information for use by its customers. Because data in the healthcare industry is fragmented in origin, inconsistent in format, and often incomplete, the overall quality of data received or accessed in the healthcare industry is often poor, the degree or amount of data which is knowingly or unknowingly absent or omitted can be material. If the test results that Cardio provides to its customers are based on incorrect or incomplete data or if Cardio makes mistakes in the capture, input, or analysis of these data, Cardio’s reputation may suffer, and its ability to attract and retain customers may be materially harmed.

In addition, in the future, Cardio may assist its customers with the management and submission of data to governmental entities, including CMS. These processes and submissions are governed by complex data processing and validation policies and regulations. If Cardio fails to abide by such policies or submits incorrect or incomplete data, Cardio may be exposed to liability to a client, court, or government agency that concludes that its storage, handling, submission, delivery, or display of health information or other data was wrongful or erroneous.

Cardio’s proprietary applications may not operate properly, which could damage its reputation, give rise to a variety of claims against Cardio, or divert Cardio’s resources from other purposes, any of which could harm Cardio’s business and operating results.

Proprietary software, product and application development is time-consuming, expensive, and complex, and may involve unforeseen difficulties. Cardio may encounter technical obstacles, and it is possible that it discovers additional problems that prevent its proprietary solutions from operating properly. If Cardio’s solutions and services do not function reliably or fail to achieve customer expectations in terms of performance, customers could assert liability claims against Cardio and attempt to cancel their contracts with Cardio. Moreover, material performance problems, defects, or errors in its existing or new solutions may arise in the future and may result from, among other things, the lack of interoperability of its applications with systems and data that Cardio did not develop and the function of which is outside of its control or undetected in its testing. Defects or errors in Cardio’s solutions might discourage existing or potential customers from purchasing products and services from Cardio. Correction of defects or errors could prove to be time consuming, costly, impossible, or impracticable. The existence of errors or defects in Cardio’s solutions and the correction of such errors could divert its resources from other matters relating to its business, damage its reputation, increase its costs, and have a material adverse effect on its business, financial condition, and results of operations.

Cardio’s solutions face intense competition in the marketplace. If Cardio is unable to compete effectively, Cardio’s operating results could be adversely affected.

The market for Cardio’s tests and services is increasingly competitive, rapidly evolving and fragmented, and is subject to changing technology and shifting customer needs. Although Cardio believes that the solutions that it offers are unique, many companies develop and market products and services that compete to varying extents with Cardio’s offerings, and Cardio expects competition in Cardio’s market to continue to intensify. Moreover, industry consolidation may increase competition.

Many of Cardio’s existing competitors, as well as a number of potential new competitors, have longer operating histories, greater name recognition, more established customer bases and significantly greater financial, technical, marketing and other resources than Cardio does. As a result, Cardio’s competitors may be able to respond more quickly and effectively than Cardio can to new or changing opportunities, technologies, standards or customer requirements. Cardio could lose customers if Cardio’s competitors introduce new competitive products and technologies, add new features, acquire competitive products, reduce prices, form strategic alliances with other companies or are acquired by third parties with greater available resources. In addition, if a prospective customer is currently using a competing solution, the customer may be unwilling to switch to Cardio’s tests and services without access to setup support services. If Cardio is unable to provide those tests and services on terms attractive to the customer, the prospective customer may be unwilling to utilize Cardio’s solutions. If Cardio’s competitors’ products, services or technologies become more accepted than Cardio’s solutions, if they are successful in bringing their products or services to market earlier than Cardio, or if their products or services are more technologically capable than those of Cardio, then Cardio’s revenue could be adversely affected. In addition, some of Cardio’s competitors may offer their products and services at a lower price.

If Cardio does not keep pace with technological changes, Cardio’s solutions may become less competitive, and Cardio’s business may suffer.

The clinical epigenetic testing and cardiovascular diagnostics markets are undergoing rapid technological change, frequent product and service innovation and evolving industry standards. If Cardio is unable to provide enhancements and new features for Cardio’s existing tests and services or additional tests and services that achieve market acceptance or that keep pace with these technological developments, Cardio’s business could be adversely affected. The success of enhancements, new tests and services depends on several factors, including the timely completion, introduction and market acceptance of the innovations. Failure in this regard may significantly impair Cardio’s revenue growth. In addition, because Cardio’s solutions are designed to operate on existing cloud software and technologies, Cardio will need to continuously modify and enhance Cardio’s solutions to keep pace with changes in internet-related hardware, software, communication, browser and database technologies, alongside changes in laboratory technologies. Cardio may not be successful in either developing these modifications and enhancements or in bringing them to market in a timely fashion. Furthermore, uncertainties about the timing and nature of new diagnostic tests, network platforms or technologies, including laboratory technologies, or modifications to existing tests, platforms or technologies, could increase Cardio’s research and development expenses. Any failure of Cardio’s solutions to keep pace with technological changes or operate effectively with future network platforms and technologies, including laboratory technologies, could reduce the demand for Cardio’s solutions, result in customer dissatisfaction and adversely affect Cardio’s business.

If Cardio cannot maintain Cardio’s corporate culture as it grows, Cardio could lose the innovation, teamwork, passion and focus on execution that it believes contribute to its success, and its business may be harmed.

Cardio believes that its corporate culture is a critical component to Cardio’s success. Cardio has and will continue to invest substantial time and resources in building its team. As Cardio grows and develops the infrastructure of a public company, it may find it difficult to maintain its corporate culture. Any failure to preserve Cardio’s culture could negatively affect its future success, including its ability to retain and recruit personnel and effectively focus on and pursue its corporate objectives.

The growth strategy of Cardio may not prove viable and expected growth and value may not be realized.

While Cardio’s overall sales and marketing initiatives will span the gamut across traditional, print and digital mediums, its primary sales and marketing strategy consists of the branding, collaboration, co-marketing, and co-sales opportunities involved in strategic channel partnerships. By prioritizing strategic channel partnerships, Cardio believes it can accelerate its market penetration into the key healthcare sub-verticals it intends to prioritize for its growth. The key to its efforts is a well-defined and executed channel partnership integration strategy that Cardio believes will serve to accelerate the sales cycle. Although there is no assurance, Cardio believes such strategic channel partnerships will generate revenue in a myriad of ways, including larger contracts for its Epi+Gen CHD^TM test and bundling its solutions alongside other synergistic technologies, services, and products. There can be no assurance that Cardio will be successful in acquiring customers through these and other strategies.

Cardio’s future growth could be harmed if it loses the services of its key personnel.

Cardio is highly dependent upon the talents and services of a number of key employees, specifically Meeshanthini Dogan PhD and Robert Philibert MD PhD and other senior technical and management personnel, including Cardio’s executive officers, all of whom would be difficult to replace. In connection with preparations for the Business Combination, Cardio executed employment agreements with each person expected to be named an executive officer of the combined entity, which agreements will be effective upon Closing of the Business Combination, other than the agreement with Khullani Abdullahi, whose agreement was effective as of May 19, 2022. In addition, Cardio plans to seek to secure key man life insurance on the lives of Meeshanthini Dogan PhD and Robert Philibert MD PhD, in that the loss of either would have a substantial adverse impact on Cardio. The loss of the services of one or more of these key employees would disrupt Cardio’s business and harm its results of operations. Cardio may not be able to successfully attract and retain senior leadership necessary to grow its business.

Cardio’s future success also depends on its ability to attract and retain other key employees and qualified personnel, and its operations may be severely disrupted if it lost their services. As Cardio becomes more well known, there is increased risk that competitors or other companies will seek to hire its personnel. The failure to attract, integrate, train, motivate, and retain these personnel could impact Cardio’s ability to successfully grow its operations and execute its strategy.

Insiders will continue to have substantial influence over Cardio after the Business Combination, which could limit investors’ ability to affect the outcome of key transactions, including a change of control.

Upon the consummation of the Business Combination, our Sponsor, officers and directors will beneficially own approximately 10.5% and 17.3% of MANA common stock outstanding, and Cardio’s executive officers, directors and their affiliates as a group will beneficially own approximately 21.8% and 35.7% of the outstanding MANA common stock, assuming no redemptions and maximum redemptions, respectively. As a result, these stockholders, if they act together, will be able to influence Cardio’s management and affairs and all matters requiring stockholder approval, including the election of directors, amendments of organizational documents and approval of significant corporate transactions. They may also have interests that differ from other investors and may vote in a way with which other investors disagree and which may be adverse to other investors’ interests. This concentration of ownership may have the effect of delaying, preventing or deterring a change in control of Cardio and might affect the market price of Cardio’s common stock.

The numbers of shares and percentage interests set forth above are based on a number of assumptions, including that: (1) MANA does not issue any additional equity securities prior to the Business Combination; (2) there is no exercise of MANA’s outstanding warrants at an exercise price of $11.50 per share (which warrants are not exercisable until 30 days after the completion of the Business Combination); and (3) Cardio does not reallocate the Merger Consideration among its stockholders in connection with equity rights of approximately 1% of its common stock on a pre-closing basis. If the actual facts differ from these assumptions, the numbers of shares and percentage interests set forth above will be different.

Economic conditions or changing consumer preferences could adversely impact Cardio.

A downturn in economic conditions in one or more of its markets could have a material adverse effect on the results of operations, financial condition, business and prospects. Although Cardio attempts to stay informed of customer preferences, any sustained failure to identify and respond to trends could have a material adverse effect on its results of operations, financial condition, business and prospects.

Cardio’s growth strategy will place significant demands on Management and its financial, administrative and other resources. Operating results will depend substantially on the ability of its officers and key employees to manage changing business conditions and to implement and improve its financial, administrative and other resources. If Cardio is unable to respond to and manage changing business conditions, or the scale of its operations, then the quality of its services, its ability to retain key personnel, and its business could be harmed.

Currently, Cardio has less than 10 full and part-time employees. Its ability to manage its growth effectively will require it to continue to improve its operational, financial and management controls and information systems to accurately forecast sales demand, to manage its operating costs, manage its marketing programs in conjunction with an emerging market, and attract, train, motivate and manage its employees effectively. If management fails to manage the expected growth, Cardio’s results of operations, financial condition, business and prospects could be adversely affected. In addition, Cardio’s growth strategy may depend on effectively integrating future entities, which requires cooperative efforts from the managers and employees of the respective business entities. If Cardio’s management is unable to effectively integrate its various business entities, its results of operations, financial condition, business and prospects could be adversely affected.

Cardio’s success depends upon its ability to adapt to a changing market and its continued development of additional tests and services.

Although Cardio believes that it will provide a competitive range of tests and services, there can be no assurance of acceptance by the marketplace. The procurement of new contracts by Cardio may be dependent upon the continuing results achieved with current and future customers, upon pricing and operational considerations, as well as the potential need for continuing improvement to existing products and services. Moreover, the markets for such services may not develop as expected nor can there be any assurance that Cardio will be successful in its marketing of any such products and services.

Compliance with changing regulation of corporate governance and public disclosure, once Cardio is subject to such requirements, will result in significant additional expenses.

Changing laws, regulations, and standards relating to corporate governance and public disclosure for public companies, including the Sarbanes-Oxley Act of 2002 and various rules and regulations adopted by the Securities and Exchange Commission (the “SEC”), are creating uncertainty for public companies. Following the completion of the Business Combination, Cardio’s management will need to invest significant time and financial resources to comply with both existing and evolving requirements for public companies, which will lead, among other things, to significantly increased general and administrative expenses and a certain diversion of management time and attention from revenue generating activities to compliance activities.

Cardio’s business exposes it to risks that are inherent in the provision of testing services that assist clinical decision-making. If customers or customer personnel assert liability claims against Cardio, any ensuing litigation, regardless of outcome, could result in a substantial cost to Cardio, divert management’s attention from operations, and decrease market acceptance of Cardio’s toolsets. Cardio attempts to limit Cardio’s liability to customers by contract; however, the limitations of liability set forth in the contracts may not be enforceable or may not otherwise protect Cardio from liability for damages. Additionally, Cardio may be subject to claims that are not explicitly covered by contract. Cardio also maintains general liability coverage; however, this coverage may not continue to be available on acceptable terms, may not be available in sufficient amounts to cover one or more large claims against Cardio, and may include larger self-insured retentions or exclusions for certain products. In addition, the insurer might disclaim coverage as to any future claim. A successful claim not fully covered by Cardio’s insurance could have a material adverse impact on Cardio’s liquidity, financial condition, and results of operations.

If Cardio is unable to hire, retain and motivate qualified personnel, Cardio’s business will suffer.

Cardio’s future success depends, in part, on Cardio’s ability to continue to attract and retain highly skilled personnel. Cardio believes that there is, and will continue to be, intense competition for highly skilled management, medical, engineering, data science, sales and other personnel with experience in Cardio’s industry. Cardio must provide competitive compensation packages and a high-quality work environment to hire, retain and motivate employees. If Cardio is unable to retain and motivate its existing employees and attract qualified personnel to fill key positions, Cardio may be unable to manage its business effectively, including the development, marketing and sale of its products, which could adversely affect its business, results of operations and financial condition. To the extent Cardio hires personnel from competitors, it also may be subject to allegations that they have been improperly solicited or that they have divulged proprietary or other confidential information. If Cardio is unable to retain its employees, Cardio’s business, results of operations and financial condition could be adversely affected.

Cardio’s Board of Directors may change its strategies, policies, and procedures without stockholder approval and Cardio may become highly leveraged, which may increase its risk of default under its obligations.

Cardio’s investment, financing, leverage, and dividend policies, and Cardio’s policies with respect to all other activities, including growth, capitalization, and operations, are determined exclusively by Cardio’s board of directors, and may be amended or revised at any time by Cardio’s board of directors without notice to or a vote of Cardio’s stockholders. This could result in Cardio conducting operational matters, making investments, or pursuing different business or growth strategies than those contemplated in this proxy statement. Further, Cardio’s charter and bylaws do not limit the amount or percentage of indebtedness, funded or otherwise, that Cardio may incur. High leverage also increases the risk of default on Cardio’s obligations. In addition, a change in Cardio’s investment policies, including the manner in which Cardio allocates Cardio’s resources across Cardio’s portfolio or the types of assets in which Cardio seeks to invest, may increase Cardio’s exposure to interest rate risk and liquidity risk. Changes to Cardio’s policies with regards to the foregoing could materially adversely affect Cardio’s financial condition, results of operations, and cash flow.

Cardio’s business is subject to the risks of earthquakes, fire, floods, pandemics and other natural catastrophic events, and to interruption by man-made problems, such as power disruptions, computer viruses, data security breaches or terrorism.

A significant natural disaster, such as a tornado, hurricane or a flood, occurring at Cardio’s headquarters or where a business partner is located could adversely affect Cardio’s business, results of operations and financial condition. Further, if a natural disaster or man-made problem were to affect Cardio’s network service providers or Internet service providers, this could adversely affect the ability of Cardio’s customers to use its products and platform. In addition, natural disasters and acts of terrorism could cause disruptions in Cardio’s business, or the businesses of Cardio’s customers or service providers. Cardio also relies, and will continue to rely, on its network and third-party infrastructure and enterprise applications and internal technology systems for its engineering, sales and marketing and operations activities. Further, if a natural disaster, health epidemics or pandemic, or man-made problem were to affect Cardio’s network service providers or Internet service providers, this could adversely affect the ability of Cardio’s customers to use Cardio’s products and platform. In addition, health epidemics or pandemics, natural disasters and acts of terrorism could cause disruptions in Cardio’s business, or the businesses of its customers or service providers. Although Cardio maintains incident management and disaster response plans, in the event of a major disruption caused by a health epidemic or pandemic, natural disaster or man-made problem, Cardio may be unable to continue its operations and may endure system interruptions, reputational harm, delays in its development activities, lengthy interruptions in service, breaches of data security and loss of critical data, any of which could adversely affect its business, results of operations and financial condition.

Cardio may need to seek alternative business opportunities and change the nature of its business.

As a company in the early stages of its development, Cardio continuously reevaluates its business, the market in which it operates and potential new opportunities. Cardio may seek other alternatives within the healthcare field in order to grow its business and increase revenues. Such alternatives may include, but not be limited to, combinations or strategic partnerships with other laboratory companies or with medical practices such as hospitalists or behavioral health. Pursuing alternative business opportunities could increase Cardio’s expenses, may require Cardio to obtain additional financing, which may not be available on favorable terms or at all, and result in potentially dilutive issuances of Cardio’s equity securities or the incurrence of debt that may be burdensome to service, any of which could have a material adverse effect on Cardio. In addition, pursuing alternative business opportunities may never be successful and may divert significant time and attention. Moreover, accomplishing and integrating any business opportunity that is pursued by Cardio may disrupt the existing business and may be a complex, risky and costly endeavor and could have a material adverse effect on Cardio’s business, results of operations, financial condition and prospects.

Cardio is subject to general litigation that may materially adversely affect its business.

From time to time, Cardio may be involved in disputes or regulatory inquiries that arise in the ordinary course of business. Cardio expects that the number and significance of these potential disputes may increase as its business expands and Cardio’s company grows larger. While Cardio’s product limitation disclosures limit its liability for damages arising from its tests and services, Cardio cannot assure investors that these limitations will protect it from liability for damages in the event Cardio is sued. Although Cardio may carry general liability insurance coverage, its insurance may not cover all potential claims to which it is exposed or may not be adequate to indemnify it for all liability that may be imposed. Any claims against Cardio, whether meritorious or not, could be time consuming, result in costly litigation, require significant amounts of Cardio’s management time, and result in the diversion of significant operational resources. Because litigation is inherently unpredictable, Cardio cannot assure investors that the results of any of these actions will not have a material adverse effect on its business, financial condition, results of operations and prospects.

Legal claims could be filed that would have a material adverse effect on Cardio’s business, operating results and financial condition. Cardio may in the future face risks of litigation and liability claims on technological liability and other matters, the extent of such exposure can be difficult or impossible to estimate and which can negatively impact Cardio’s financial condition and results of operations.

Although there is no current pending litigation against Cardio, in the future, customers or competitors may threaten lawsuits for what they believe to be infractions against themselves.

Cardio’s operations are subject to numerous US laws and regulations. Liability under these laws involves inherent uncertainties. Violations of these laws and regulations are subject to civil, and, in some cases, criminal sanctions. Although Cardio is not aware of any compliance related issues, Cardio may not have been, or may not be, at all times, in complete compliance with all requirements, and Cardio may incur costs or liabilities in connection with such requirements. Cardio may also incur unexpected interruptions to Cardio’s operations, administrative injunctions requiring operation stoppages, fines and other penalties.

There can also be no assurance that any insurance coverage Cardio take will be adequate or that Cardio will prevail in any future cases. Cardio can provide no assurance that Cardio will be able to obtain liability insurance that would protect Cardio from any such lawsuits. Cardio is not currently subject to any claims from its employees or customers; however, Cardio may be subject to such claims in the future. In the event that any such claims are not covered by insurance, Cardio’s management could expend significant time addressing any such issues.

Cardio’s license agreement with the University of Iowa Research Foundation includes a non-exclusive license of “technical information” that potentially could grant unaffiliated third parties access to materials and information considered derivative work made by the Company, which could be used by such licensees to develop competitive products.

The University of Iowa Research Foundation, or UIRF, license agreement grants to Cardio a worldwide, exclusive, non-transferable license under the Patent Rights, as defined in the agreement, to make, have made, use, sell, offer for sale and import the Licensed Products(s) and/or Licensed Processes, as defined in the agreement, in the field of research tools and clinical diagnostics for cardiovascular disease, stroke, congestive heart failure and diabetes in humans. However, the agreement also confers a non-exclusive license as to Technical Information. Technical Information is defined as certain research and development information, materials, confidential information, technical data, unpatented inventions, know-how and supportive information owned and controlled by the licensor that was not in the public domain as of May 2, 2017 and that describes the Invention, as defined in the agreement, its manufacture and/or use and selected by the licensor to provide to Cardio for use in or with the development, manufacture or use of the Licensed Products and/or Licensed Processes. Technical Information further includes materials, all progeny and derivatives of the materials made by Cardio or its sublicensees, as well as software or other copyrightable work, all derivatives of such software and other copyrightable work made by Cardio and its sublicensees. The ability of UIRF to grant non-exclusive licenses to third parties in and to this broad definition of Technical Information raises the possibility that unaffiliated third parties could use such Technical Information, including Technical Information developed by the Company, to make, use, sell, offer to sell and import products and/or processes that compete with the Company’s exclusively-licensed products and/or processes or are positioned in markets that the Company may enter in the future. Increased competition could result in reduced demand for the Company’s products and/or processes, slow its growth and materially adversely affect its business, operating results and financial condition.

Cardio could incur substantial costs in protecting or defending Cardio’s intellectual property rights, and any failure to protect or defend Cardio’s intellectual property could adversely affect Cardio’s business, results of operations and financial condition.

Cardio’s success depends, in part, on its ability to protect its brand and the proprietary methods and technologies that it develops under patent and other intellectual property laws of the United States and foreign jurisdictions so that Cardio can prevent others from using its inventions and proprietary information. Any patents that have been issued or that may be issued in the future may not provide significant protection for its intellectual property. If Cardio fails to protect its intellectual property rights adequately, its competitors might gain access to its technology and Cardio’s business, results of operations and financial condition may be adversely affected.

The particular forms of intellectual property protection that Cardio seeks, or Cardio’s business decisions about when to file patent applications and trademark applications, may not be adequate to protect Cardio’s business. Cardio could be required to expend significant resources to monitor and protect its intellectual property rights. Litigation may be necessary in the future to enforce its intellectual property rights, determine the validity and scope of its proprietary rights or those of others, or defend against claims of infringement or invalidity. Such litigation could be costly, time-consuming and distracting to Management, result in a diversion of significant resources, lead to the narrowing or invalidation of portions of its intellectual property and have an adverse effect on its business, results of operations and financial condition. Cardio’s efforts to enforce its intellectual property rights may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of its intellectual property rights or alleging that Cardio infringes the counterclaimant’s own intellectual property. Any of Cardio’s patents, copyrights, trademarks or other intellectual property rights could be challenged by others or invalidated through administrative process or litigation.

Cardio also relies, in part, on confidentiality agreements with its business partners, employees, consultants, advisors, customers and others in its efforts to protect its proprietary technology, processes and methods. These agreements may not effectively prevent disclosure of Cardio’s confidential information, and it may be possible for unauthorized parties to copy its software or other proprietary technology or information, or to develop similar technology independently without Cardio’s having an adequate remedy for unauthorized use or disclosure of its confidential information. In addition, others may independently discover its trade secrets and proprietary information, and in these cases, Cardio would not be able to assert any trade secret rights against those parties. Costly and time-consuming litigation could be necessary to enforce and determine the scope of Cardio’s proprietary rights, and the failure to obtain or maintain trade secret protection could adversely affect its competitive business position.

In addition, the laws of some countries do not protect intellectual property and other proprietary rights to the same extent as the laws of the United States. To the extent Cardio expands its international activities, its exposure to unauthorized copying, transfer and use of its proprietary technology or information may increase.

Cardio’s means of protecting its intellectual property and proprietary rights may not be adequate or its competitors could independently develop similar technology. If Cardio fails to meaningfully protect its intellectual property and proprietary rights, Cardio’s business, results of operations and financial condition could be adversely affected.

Assertions by third parties of infringement or other violations by Cardio of its intellectual property rights could result in significant costs and harm Cardio’s business and operating results.

Cardio’s success depends upon its ability to refrain from infringing upon the intellectual property rights of others. Some companies, including some of Cardio’s competitors, own large numbers of patents, copyrights and trademarks, which they may use to assert claims against us. As Cardio grows and enters new markets, it will face a growing number of competitors. As the number of competitors in Cardio’s industry grows and the functionality of products in different industry segments overlaps, Cardio expects that software and other solutions in its industry may be subject to such claims by third parties. Third parties may in the future assert claims of infringement, misappropriation or other violations of intellectual property rights against Cardio. Cardio cannot assure investors that infringement claims will not be asserted against it in the future, or that, if asserted, any infringement claim will be successfully defended. A successful claim against Cardio could require that it pay substantial damages or ongoing royalty payments, prevent it from offering its services, or require that it comply with other unfavorable terms. Cardio may also be obligated to indemnify its customers or business partners or pay substantial settlement costs, including royalty payments, in connection with any such claim or litigation and to obtain licenses, modify applications or refund fees, which could be costly. Even if Cardio were to prevail in such a dispute, any litigation regarding its intellectual property could be costly and time-consuming, and divert the attention of Cardio’s management and key personnel from its business operations.

Certain core technology of Cardio is licensed, and that license may be terminated if Cardio were to breach its obligations under the license.

The initial work on Cardio’s core technology is derived from work done by Cardio’s founders while at the University of Iowa, around which there is currently a family of patent applications, the rights of which are owned by the University of Iowa Research Foundation (UIRF) and exclusively licensed to Cardio. In addition, follow-on work on Cardio’s core technology also is derived from work done by Cardio’s founders while at the University of Iowa but was furthered by Cardio’s founders. Therefore, the follow-on work is co-owned by UIRF and Cardio, and exclusively licensed to Cardio under a license agreement with UIRF. That license agreement and those licenses granted under the license agreement terminate on the expiration of the patent rights licensed under the license agreement, unless certain proprietary, non-patented technical information is still being used by Cardio, in which case the license agreement will not terminate until the date of termination of such use. The licenses under the license agreement could terminate prior to the expiration of the licensed patent rights if Cardio materially breaches its obligations under the license agreement, including failing to pay the applicable license fees and any interest on such fees, and fails to fully remedy such breach within the period specified in the license agreement, or if Cardio enters liquidation, has a receiver or administrator appointed over any assets related to the license agreement, or ceases to carry on business, or files for bankruptcy or if an involuntary bankruptcy petition is filed against Cardio. The license agreement can also be terminated by UIRF as a result of the failure of Cardio to timely achieve certain performance goals, including minimum requirements for commercial sales of its cardiac test, provided that URIF first provides written notice to Cardio of such failure and if such failure is not remedied within 90 days following any such notice.

Some of Cardio’s technologies incorporate “open-source” software or other similar licensed technologies , which could become unavailable or subject us to increased costs, delays in production or assessment or litigation.

In order to provide its products, Cardio currently uses a variety of technologies including, for example, genotyping, digital methylation assessment and data processing technologies owned by third parties. The terms of these agreements, and any other “open source” software agreements it may rely upon in the future, are subject to change without notice and may increase its costs. Moreover, Cardio’s failure to comply with the terms of one or more of these agreements could expose it to business disruption because the license may be terminated automatically due to non-compliance.

The use and distribution of open-source software may also entail greater risks than the use of third-party commercial software, as open-source licensors generally do not provide warranties or other contractual protections regarding infringement claims or the quality of the code. Many of the risks associated with use of open-source software cannot be eliminated and could negatively affect Cardio’s business.

In addition, the wide availability of open-source code used in Cardio’s current and future products could expose it to security vulnerabilities. From time to time, Cardio may face claims from third parties asserting ownership of, or demanding release of, the open-source software or derivative works that Cardio developed using such software (which could include its proprietary source code), or otherwise seeking to enforce the terms of the applicable open-source license. These claims could result in litigation that could be costly to defend, have a negative effect on Cardio’s operating results and financial condition or require Cardio to devote additional research and development resources to change its existing or future. Responding to any infringement or noncompliance claim by an open-source vendor, regardless of its validity, discovering certain open-source software code in Cardio’s products, or a finding that Cardio has breached the terms of an open-source software license, could harm its business, results of operations and financial condition In each case, Cardio would be required to either seek licenses to software or services from other parties and redesign its products to function with such other parties’ software or services or develop these components internally, which would result in increased costs and could result in delays to product launches. Furthermore, Cardio might be forced to limit the features available in its current or future solutions. If these delays and feature limitations occur, its business, results of operations and financial condition could be adversely affected.

Cardio conducts business in a heavily regulated industry, and if it fails to comply with these laws and government regulations, Cardio could incur penalties or be required to make significant changes to its operations or experience adverse publicity, which could have a material adverse effect on Cardio’s business, financial condition, and results of operations.

The healthcare industry is heavily regulated and closely scrutinized by federal, state and local governments. Comprehensive statutes and regulations govern the manner in which Cardio provides and bills for services and collects reimbursement from governmental programs and private payors, Cardio’s contractual relationships with its providers, vendors and customers, its marketing activities and other aspects of its operations. Of particular importance are:

• the federal physician self-referral law, commonly referred to as the Stark Law;

• reassignment of payment rules that prohibit certain types of billing and collection;

• similar state law provisions pertaining to anti-kickback, self-referral and false claims issues;

• state laws that prohibit general business corporations, such as us, from practicing medicine; and

• laws that regulate debt collection practices as applied to Cardio’s debt collection practices;

Because of the breadth of these laws and the narrowness of the statutory exceptions and safe harbors available, it is possible that some of Cardio’s business activities could be subject to challenge under one or more of such laws. Achieving and sustaining compliance with these laws may prove costly. Failure to comply with these laws and other laws can result in civil and criminal penalties such as fines, damages, overpayment recoupment loss of enrollment status and exclusion from the Medicare and Medicaid programs. The risk of Cardio being found in violation of these laws and regulations is increased by the fact that many of them have not been fully interpreted by the regulatory authorities or the courts, and their provisions are sometimes open to a variety of interpretations. Cardio’s failure to accurately anticipate the application of these laws and regulations to its business or any other failure to comply with regulatory requirements could create liability for Cardio and negatively affect its business. Any action against Cardio for violation of these laws or regulations, even if Cardio successfully defends against it, could cause Cardio to incur significant legal expenses, divert its management’s attention from the operation of its business and result in adverse publicity.

To enforce compliance with the federal laws, the U.S. Department of Justice and the Office of the Inspector General (OIG), have recently increased their scrutiny of healthcare providers, which has led to a number of investigations, prosecutions, convictions and settlements in the healthcare industry. Dealing with investigations can be time- and resource-consuming and can divert Management’s attention from the business. Any such investigation or settlement could increase Cardio’s costs or otherwise have an adverse effect on its business. In addition, because of the potential for large monetary exposure under the federal False Claims Act, which provides for treble damages and mandatory minimum penalties of $5,500 to $11,000 per false claim or statement, healthcare providers often resolve allegations without admissions of liability for significant and material amounts to avoid the uncertainty of treble damages that may be awarded in litigation proceedings. Such settlements often contain additional compliance and reporting requirements as part of a consent decree, settlement agreement or corporate integrity agreement. Given the significant size of actual and potential settlements, it is expected that the government will continue to devote substantial resources to investigating healthcare providers’ compliance with the healthcare reimbursement rules and fraud and abuse laws.

The laws, regulations and standards governing the provision of healthcare services may change significantly in the future. Cardio cannot assure investors that any new or changed healthcare laws, regulations or standards will not materially adversely affect its business. Cardio cannot assure investors that a review of its business by judicial, law enforcement, regulatory or accreditation authorities will not result in a determination that could adversely affect its operations.

If the U. S. Food and Drug Administration (the “FDA”) were to begin actively regulating Cardio’s tests, Cardio could incur substantial costs and delays associated with trying to obtain premarket clearance or approval and incur costs associated with complying with post-market controls.

Cardio believes the test that Cardio currently offers is a laboratory-developed test, or “LDT.” The FDA generally considers an LDT to be a test that is developed, validated and performed within a single laboratory. The FDA sometimes determines that a test that is being offered by a laboratory as an LDT is not an LDT under the FDA’s interpretation of that term but is an in vitro diagnostic (“IVD”) medical device in commercial distribution, and therefore must comply with the regulations that apply to IVDs, including the need for successfully completing the FDA review process. If the FDA were to conclude that Cardio’s test is not an LDT, Cardio would be subject to extensive regulation as a medical device.

Moreover, even for tests that are deemed to be LDTs, the FDA has historically taken the position that it has the authority to regulate such tests as IVDs under the Federal Food, Drug, and Cosmetic Act, or FDC Act, although it has generally exercised enforcement discretion with regard to LDTs. This means that even though the FDA believes it can impose regulatory requirements on LDTs, such as requirements to obtain premarket approval, de novo authorization or clearance of LDTs, it has generally chosen not to enforce those requirements. The regulatory environment for LDTs has changed over time. For example, in 2020, the Department of Health and Human Services, or HHS, directed the FDA to stop regulating LDTs, but in 2021, HHS reversed its policy. Thereafter, the FDA resumed requiring submission of emergency use authorization, or EUA, requests, for COVID-19 LDTs, but has not indicated an intent to change its policy of enforcement discretion with respect to other, non-COVID, LDTs. Various bills have been introduced in Congress seeking to substantially revamp the regulation of both LDTs and IVDs. For example, the VALID Act, introduced in June 2021, would clarify and enhance the FDA’s authority to regulate LDTs, while the VITAL Act, introduced in May 2021, would assign oversight of LDTs exclusively to the Centers for Medicare and Medicaid Services, or CMS.

Neither the VALID Act nor the VITAL Act has been enacted into law as of July 2022, although the VALID Act is currently included in the FDA Safety and Landmark Advancements, or FDASLA, legislation, which was favorably voted upon in June 2022 by the Senate Health, Education, Labor and Pensions (HELP) Committee and will now be considered by the full Senate. In May 2022, the House Energy and Commerce Committee approved a version of the FDASLA that does not include the VALID Act, and which will now be considered by the full House. If the Senate and the House pass their respective versions of the FDASLA, a Senate-House conference committee will be convened to reconcile the differences in the legislation, including any differences relating to the VALID Act. The VITAL Act is not part of FDASLA. Congress may, through the enactment of FDASLA or other legislation, establish new regulatory requirements for LDTs.

In the meantime, the regulation by the FDA of LDTs remains uncertain. The FDA may, if Congress does not enact new legislation, seek to establish new requirements for LDTs. If the FDA premarket clearance, approval or authorization is required by FDA for any of Cardio’s existing or future tests, or for any components or materials Cardio uses in tests, such as the component used to collect samples from patients, Cardio may be forced to stop selling its tests or Cardio may be required to modify claims for or make other changes to its tests while Cardio works to obtain FDA clearance, approval or de novo authorization. Cardio’s business would be adversely affected while such review is ongoing and if Cardio is ultimately unable to obtain premarket clearance, approval or de novo authorization. For example, the regulatory premarket clearance, approval or de novo authorization process may involve, among other things, successfully completing analytical, pre-clinical and/or clinical studies beyond the studies Cardio has already performed or plans to perform for Cardio’s LDT. These studies may be extensive and costly and may take a substantial period of time to complete. Any such studies may fail to generate data that meets the FDA’s requirements. The studies may also not be conducted in a manner that meets the FDA’s requirements, and therefore could not be used in support of the marketing application. Cardio would also need to submit a premarket notification, or 510(k), a request for de novo authorization, or a PMA application to the FDA and to include information (e.g., clinical and other data) supporting Cardio’s LDT. Completing such studies requires the expenditure of time, attention and financial and other resources, and may not yield the desired results, which may delay, limit or prevent regulatory clearances, approvals or de novo authorizations. There can be no assurance that the submission of such an application will result in a timely response by the FDA or a favorable outcome that will allow the test to be marketed.

Certain types of standalone diagnostics software are subject to FDA regulation as a medical device (specifically, software as a medical device or “SaMD”). Some types of SaMD are subject to premarket authorization requirements. If the FDA were to conclude that Cardio or its licensee is required to obtain premarket authorization for the software used in Epi+Gen CHD™, Cardio’s ability to offer the test as an LDT could be delayed or prevented, which would adversely affect its business.

In addition, Cardio may require cooperation in its filings for FDA clearance, approval or de novo authorization from third-party manufacturers of the components of its tests.

Cardio cannot assure investors that any of its tests for which it decides to pursue or is required to obtain premarket clearance, approval or de novo authorization by the FDA will be cleared, approved or authorized on a timely basis, if at all. In addition, if a test has been cleared, approved or authorized, certain kinds of changes that Cardio may make, e.g., to improve the test, or because of issues with suppliers of the components of the test or modification by a supplier to a component upon which Cardio’s test approval relies, may result in the need for the test to obtain new clearance, approval or authorization from the FDA before Cardio can implement them, which could increase the time and expense involved in implementing such changes commercially. Ongoing compliance with FDA regulations, such as the Quality System Regulation, labeling requirements, Medical Device Reports, and recall reporting, would increase the cost of conducting Cardio’s business and subject Cardio to heightened regulation by the FDA. Cardio will be subject to periodic inspection by the FDA to ascertain whether its facility does comply with applicable requirements. The penalties for failure to comply with these and other requirements may include Warning Letters, product seizure, injunctions, civil penalties, criminal penalties, mandatory customer notification, and recalls, any of which may adversely impact Cardio’s business and results of operations.

Furthermore, the FDA or the Federal Trade Commission (“FTC”), as well as state consumer protection agencies and competitors, may object to the materials and methods Cardio uses to promote the use of its current tests or other LDTs Cardio may develop in the future, including with respect to the product claims in its promotional materials, and may initiate enforcement actions against it. Enforcement actions by these agencies may include, among others, injunctions, civil penalties, and equitable monetary relief.

Cardio currently does not have broad-based coverage and reimbursement for the Epi+Gen CHD™ test. However, Cardio’s strategy is to expand access to its tests by pursuing coverage and reimbursement by third-party payors, including government payors. Coverage and reimbursement by third-party payors, including managed care organizations, private health insurers, and government healthcare programs, such as Medicare and Medicaid in the United States and similar programs in other countries, for the types of early detection tests Cardio performs can be limited and uncertain. Healthcare providers may not order Cardio’s products unless third-party payors cover and provide adequate reimbursement for a substantial portion of the price of the products. If Cardio is not able to obtain adequate coverage and an acceptable level of reimbursement for its products from third-party payors, there could be a greater co-insurance or co-payment obligation for any individual for whom a test is ordered. The individual may be forced to pay the entire cost of a test out-of-pocket, which could dissuade physicians from ordering Cardio’s products and, if ordered, could result in delay in or decreased likelihood of collection of payment.

Medicare is the single largest U.S. payor and a particularly important payor for many cardiac-related laboratory services given the demographics of the Medicare population. Generally, traditional Medicare fee-for-service will not cover screening tests that are performed in the absence of signs, symptoms, complaints, personal history of disease, or injury except when there is a statutory provision that explicitly covers the test. Epi+Gen CHD™ could be considered a screening test under Medicare and, accordingly, may not be eligible for traditional Medicare fee-for-service coverage and reimbursement unless Cardio pursues substantial additional measures, which would require significant investments, and may ultimately be unsuccessful or may take several years to achieve.

If eligible for reimbursement, laboratory tests such as Cardio’s generally are classified for reimbursement purposes under CMS’s Healthcare Common Procedure Coding System (HCPCS) and the American Medical Association’s (AMA) Current Procedural Terminology (CPT) coding systems. Cardio and payors must use those coding systems to bill and pay for Cardio’s diagnostic tests, respectively. These HCPCS and CPT codes are associated with the particular product or service that is provided to the individual. Accordingly, without a HCPCS or CPT code applicable to Cardio’s products, the submission of claims could be a significant challenge. Once CMS creates an HCPCS code or the AMA establishes a CPT code, CMS establishes payment rates and coverage rules under traditional Medicare, and private payors establish rates and coverage rules independently. Under Medicare, payment for laboratory tests is generally made under the Clinical Laboratory Fee Schedule (CLFS) with payment amounts assigned to specific HCPCS and CPT codes. In addition, effective January 1, 2018, a new Medicare payment methodology went into effect for clinical laboratory tests, under which laboratory-reported private payor rates are used to establish Medicare payment rates for tests reimbursed via the CLFS. The new methodology implements Section 216 of the Protecting Access to Medicare Act of 2014 (PAMA) and requires laboratories that meet certain requirements related to volume and type of Medicare revenues to report to CMS their private payor payment rates for each test they perform, the volume of tests paid at each rate, and the HCPCS code associated with the test. CMS uses the reported information to set the Medicare payment rate for each test at the weighted median private payor rate. The full impact of the PAMA rate-setting methodology and its applicability to Cardio’s products remains uncertain at this time.

Coverage and reimbursement by a third-party payor may depend on a number of factors, including a payor’s determination that a product is appropriate, medically necessary, and cost-effective. Each payor will make its own decision as to whether to establish a policy or enter into a contract to cover Cardio’s products and the amount it will reimburse for such products. Obtaining approvals from third-party payors to cover Cardio’s products and establishing adequate coding recognition and reimbursement levels is an unpredictable, challenging, time-consuming, and costly process, and Cardio may never be successful. If third-party payors do not provide adequate coverage and reimbursement for Cardio products, its ability to succeed commercially will be limited.

Even if Cardio establishes relationships with payors to provide its products at negotiated rates, such agreements would not obligate any healthcare providers to order Cardio products or guarantee that Cardio would receive reimbursement for its products from these or any other payors at adequate levels. Thus, these payor relationships, or any similar relationships, may not result in acceptable levels of coverage and reimbursement for Cardio products or meaningful increases in the number of billable tests it sells to healthcare providers. Cardio believes it may take several years to achieve coverage and adequate reimbursement with a majority of third-party payors, including with those payors offering negotiated rates. In addition, Cardio cannot predict whether, under what circumstances, or at what payment levels payors will cover and reimburse for its products. Cardio does not expect Epi+Gen CHD™ to have Medicare or other third-party coverage or reimbursement in the near term. If Cardio fails to establish and maintain broad-based coverage and reimbursement for its products, its ability to expand access to its products, generate increased revenue, and grow its test volume and customer base will be limited and its overall commercial success will be limited.

Cardio’s products may fail to achieve the degree of market acceptance necessary for commercial success.

The failure of Cardio’s products, once introduced, to be listed in physician guidelines or of its studies to produce favorable results or to be published in peer-reviewed journals could limit the adoption of its products. In addition, healthcare providers and third-party payors, including Medicare, may rely on physician guidelines issued by industry groups, medical societies, and other key organizations, before utilizing or reimbursing the cost of any diagnostic or screening test. Although Cardio has published a study showing the test is associated with cost saving, Epi+Gen CHD™ is not yet, and may never be, listed in any such guidelines.

Further, if Cardio’s products or the technology underlying them do not receive sufficient favorable exposure in peer-reviewed publications, the rate of physician and market acceptance of its products and positive reimbursement coverage decisions for its products could be negatively affected. The publication of clinical data in peer-reviewed journals is an important step in commercializing and obtaining reimbursement for products, such as Epi+Gen CHD™, and our inability to control when, if ever, results are published may delay or limit our ability to derive sufficient revenues from any product that is developed using data from a clinical study.

Failure to achieve broad market acceptance of Cardio’s products, including Epi+Gen CHD™, would materially harm its business, financial condition, and results of operations.

Cardio’s use and disclosure of personally identifiable information, including health information, is subject to federal and state privacy and security regulations, and Cardio’s failure to comply with those regulations or to adequately secure the information it holds could result in significant liability or reputational harm and, in turn, a material adverse effect on its customer base and revenue.

Numerous state and federal laws and regulations govern the collection, dissemination, use, privacy, confidentiality, security, availability and integrity of Personally Identifiable Information (“PII”), including protected health information. These laws and regulations include the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”). HIPAA establishes a set of basic national privacy and security standards for the protection of protected health information, (“PHI”), by health plans, healthcare clearinghouses and certain healthcare providers, referred to as covered entities, and the business associates with whom such covered entities contract for services, which includes Cardio.

HIPAA requires healthcare providers like Cardio to develop and maintain policies and procedures with respect to PHI that is used or disclosed, including the adoption of administrative, physical and technical safeguards to protect such information. HIPAA also implemented the use of standard transaction code sets and standard identifiers that covered entities must use when submitting or receiving certain electronic healthcare transactions, including activities associated with the billing and collection of healthcare claims.

HIPAA imposes mandatory penalties for certain violations. Penalties for violations of HIPAA and its implementing regulations start at $100 per violation and are not to exceed $50,000 per violation, subject to a cap of $1.5 million for violations of the same standard in a single calendar year. However, a single breach incident can result in violations of multiple standards. HIPAA also authorizes state attorneys general to file suit on behalf of their residents. Courts will be able to award damages, costs and attorneys’ fees related to violations of HIPAA in such cases. While HIPAA does not create a private right of action allowing individuals to sue Cardio in civil court for violations of HIPAA, its standards have been used as the basis for duty of care in state civil suits such as those for negligence or recklessness in the misuse or breach of PHI.

In addition, HIPAA mandates that the Secretary of Health and Human Services, or HHS, conduct periodic compliance audits of HIPAA-covered entities or business associates for compliance with the HIPAA Privacy and Security Standards. It also tasks HHS with establishing a methodology whereby harmed individuals who were the victims of breaches of unsecured PHI may receive a percentage of the Civil Monetary Penalty fine paid by the violator.

HIPAA further requires that patients be notified of any unauthorized acquisition, access, use or disclosure of their unsecured PHI that compromises the privacy or security of such information, with certain exceptions related to unintentional or inadvertent use or disclosure by employees or authorized individuals. HIPAA specifies that such notifications must be made “without unreasonable delay and in no case later than 60 calendar days after discovery of the breach.” If a breach affects 500 patients or more, it must be reported to HHS without unreasonable delay, and HHS will post the name of the breaching entity on its public web site. Breaches affecting 500 patients or more in the same state or jurisdiction must also be reported to the local media. If a breach involves fewer than 500 people, the covered entity must record it in a log and notify HHS at least annually.

Numerous other federal and state laws protect the confidentiality, privacy, availability, integrity and security of personally identifiable information, or PII, including PHI. These laws in many cases are more restrictive than, and may not be preempted by, the HIPAA rules and may be subject to varying interpretations by courts and government agencies, creating complex compliance issues for Cardio, and Cardio’s customers and potentially exposing Cardio to additional expense, adverse publicity and liability.

New health information standards, whether implemented pursuant to HIPAA, congressional action or otherwise, could have a significant effect on the manner in which Cardio must handle healthcare related data, and the cost of complying with standards could be significant. If Cardio does not comply with existing or new laws and regulations related to PHI, it could be subject to criminal or civil sanctions.

Because of the extreme sensitivity of the PII that Cardio stores and transmits, the security features of its technology platform are very important. If Cardio’s security measures, some of which are managed by third parties, are breached or fail, unauthorized persons may be able to obtain access to sensitive client and patient data, including HIPAA-regulated PHI. As a result, Cardio’s reputation could be severely damaged, adversely affecting client and patient confidence. Members may curtail their use of or stop using Cardio’s services or its customer base could decrease, which would cause Cardio’s business to suffer. In addition, Cardio could face litigation, damages for contract breach, penalties and regulatory actions for violation of HIPAA and other applicable laws or regulations and significant costs for remediation, notification to individuals and for measures to prevent future occurrences. Any potential security breach could also result in increased costs associated with liability for stolen assets or information, repairing system damage that may have been caused by such breaches, incentives offered to customers or other business partners in an effort to maintain Cardio’s business relationships after a breach and implementing measures to prevent future occurrences, including organizational changes, deploying additional personnel and protection technologies, training employees and engaging third-party experts and consultants. While Cardio maintains insurance covering certain security and privacy damages and claims expenses in the amount of at least $2.0 million, Cardio may not carry insurance or maintain coverage sufficient to compensate for all liability and in any event, insurance coverage would not address the reputational damage that could result from a security incident.

Cardio outsources important aspects of the storage and transmission of customer and customer personnel information, and thus rely on third parties to manage functions that have material cyber-security risks. Cardio attempts to address these risks by requiring outsourcing subcontractors who handle customer and customer personnel information to sign business associate agreements contractually requiring those subcontractors to adequately safeguard personal health data to the same extent that applies to Cardio and in some cases by requiring such outsourcing subcontractors to undergo third-party security examinations. In addition, Cardio periodically hires third-party security experts to assess and test Cardio’s security posture. However, Cardio cannot assure investors that these contractual measures and other safeguards will adequately protect Cardio from the risks associated with the storage and transmission of client and patient’s proprietary and protected health information.

In addition, various states have enacted laws governing the privacy of personal information collected and used by businesses online. For example, California has recently adopted the California Consumer Privacy Act of 2018, which went into effect on January 1, 2020. This law, in part, requires that companies make certain disclosures to consumers via their privacy policies, or otherwise at the time the personal data is collected. Cardio will have to determine what personal data it is collecting from individuals and for what purposes, and to update its privacy policy every 12 months to make the required disclosures, among other things. Since this law is newly enacted and has not yet gone fully into effect, it is unclear whether it will have any material impact on Cardio’s business and operations.

Privacy and data security laws and regulations could require Cardio to make changes to its business, impose additional costs on Cardio and reduce the demand for Cardio’s tests and services.

Cardio’s business model contemplates that it will store, process and transmit both public data and Cardio’s customers’ and customer personnel’s private data. Cardio’s customers may store and/or transmit a significant amount of personal or identifying information through Cardio’s platform. Privacy and data security have become significant issues in the United States and in other jurisdictions where Cardio may offer its software solutions. The regulatory framework relating to privacy and data security issues worldwide is evolving rapidly and is likely to remain uncertain for the foreseeable future. Federal, state and foreign government bodies and agencies have in the past adopted, or may in the future adopt, laws and regulations regarding the collection, use, processing, storage and disclosure of personal or identifying information obtained from customers and other individuals. In addition to government regulation, privacy advocates and industry groups may propose various self-regulatory standards that may legally or contractually apply to Cardio’s business. Because the interpretation and application of many privacy and data security laws, regulations and applicable industry standards are uncertain, it is possible that these laws, regulations and standards may be interpreted and applied in a manner inconsistent with Cardio’s existing privacy and data Management practices. As Cardio expands into new jurisdictions or verticals, Cardio will need to understand and comply with various new requirements applicable in those jurisdictions or verticals.

To the extent applicable to Cardio’s business or the businesses of its customers, these laws, regulations and industry standards could have negative effects on Cardio’s business, including by increasing its costs and operating expenses, and delaying or impeding its deployment of new core functionality and products. Compliance with these laws, regulations and industry standards requires significant Management time and attention, and failure to comply could result in negative publicity, subject Cardio to fines or penalties or result in demands that Cardio modify or cease existing business practices. In addition, the costs of compliance with, and other burdens imposed by, such laws, regulations and industry standards may adversely affect Cardio’s customers’ ability or desire to collect, use, process and store personal information using Cardio’s software solutions, which could reduce overall demand for them. Even the perception of privacy and data security concerns, whether or not valid, may inhibit market acceptance of Cardio’s software solutions in certain verticals. Furthermore, privacy and data security concerns may cause Cardio’s customers’ customers, vendors, employees and other industry participants to resist providing the personal information necessary to allow Cardio’s customers to use its applications effectively. Any of these outcomes could adversely affect Cardio’s business and operating results.

A pandemic, epidemic or outbreak of an infectious disease in the United States or worldwide, including the outbreak of the novel strain of coronavirus disease, COVID-19, could adversely affect Cardio’s business.

If a pandemic, epidemic or outbreak of an infectious disease occurs in the United States or worldwide, Cardio’s business may be adversely affected. The severity, magnitude and duration of the current COVID-19 pandemic is uncertain and rapidly changing. As of the date of this proxy statement, the extent to which the COVID-19 pandemic may impact Cardio’s business, results of operations and financial condition remains uncertain.

Numerous state and local jurisdictions, have imposed, and others in the future may impose, “shelter-in-place” orders, quarantines, executive orders and similar government orders and restrictions for their residents to control the spread of COVID-19. Such orders or restrictions have resulted in largely remote operations at Cardio’s place of business, work stoppages among some vendors and suppliers, slowdowns and delays, travel restrictions and cancellation of events, among other effects, thereby significantly and negatively impacting its operations. Other disruptions or potential disruptions include restrictions on the ability of Cardio’s personnel to travel; inability of its suppliers to manufacture goods and to deliver these to Cardio on a timely basis, or at all; inventory shortages or obsolescence; delays in actions of regulatory bodies; diversion of or limitations on employee resources that would otherwise be focused on the operations of its business, including because of sickness of employees or their families or the desire of employees to avoid contact with groups of people; business adjustments or disruptions of certain third parties; and additional government requirements or other incremental mitigation efforts. The extent to which the COVID-19 pandemic impacts Cardio’s business will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity and spread of COVID-19 and the actions to contain COVID-19 or treat its impact, among others.

It is not currently possible to reliably project the direct impact of COVID-19 on Cardio’s operating revenues and expenses. Key factors include the duration and extent of the outbreak in Cardio’s service areas as well as societal and governmental responses. If the COVID-19 pandemic worsens, especially in regions where Cardio has offices or operations, its business activities originating from affected areas could be adversely affected. Disruptive activities could include business closures in impacted areas, further restrictions on Cardio employees’ and service providers’ ability to travel, impacts to productivity if its employees or their family members experience health issues, and potential delays in hiring and onboarding of new employees. Cardio may take further actions that alter its business operations as may be required by local, state, or federal authorities or that it determines are in the best interests of Cardio’s employees. Such measures could negatively affect Cardio’s sales and marketing efforts, sales cycles, employee productivity, or customer retention, any of which could harm Cardio’s financial condition and business operations.

The extent and continued impact of the COVID-19 pandemic on Cardio’s business will depend on certain developments, including: the duration and spread of the outbreak; government responses to the pandemic; the impact on Cardio’s customers and its sales cycles; the impact on customer, industry, or employee events; and the effect on its partners and supply chains, all of which are uncertain and cannot be predicted. Because of Cardio’s business model, the full impact of the COVID-19 pandemic may not be fully reflected in Cardio’s results of operations and overall financial condition until future periods. To the extent the COVID-19 pandemic adversely affects Cardio’s business and financial results, it may also have the effect of heightening many of the other risks described in this “Risk Factors” section, including but not limited to those relating to cyber-attacks and security vulnerabilities, interruptions or delays due to third-parties, or Cardio’s ability to raise additional capital or generate sufficient cash flows necessary to expand its operations.

The inclusion of Cardio’s projections relating to its business in this proxy statement should not be regarded as an indication that MANA, Cardio or their respective advisors or other representatives considered or consider the projections to be necessarily predictive of actual future performance or events, and the projections set forth under “The Business Combination Proposal — Summary of MANA Financial Analysis” should not be relied upon as such.

The projections were prepared by management of Cardio based, in part, on certain information furnished by Cardio and speak as of the date that such projections were made. Neither the independent registered public accounting firm of MANA or Cardio nor any other independent accounts has audited, reviewed, compiled, examined or performed any procedures with respect to the accompanying unaudited prospective financial information for the purpose of its inclusion herein, and accordingly, neither the independent registered public accounting firm of MANA or Cardio, nor any other independent accountant expresses an opinion or provides any form of assurance with respect thereto for the purpose of this proxy statement. Due to inherent uncertainties in financial projections of any kind, and as Cardio is an early stage enterprise which has not generated meaningful revenues to date, the Board of MANA did not rely upon the financial projections of Cardio in recommending the Business Combination to its stockholders and considered them inherently unreliable as the projections were not supported by a sufficiently long operating history. Accordingly, stockholders of MANA are strongly cautioned not to place undue reliance, if any, on these projections and not to rely on these financial projections in making any decision regarding the Business Combination.

Cardio management made numerous material estimates with respect to the years ending December 31, 2022 through 2026 in developing the projections provided to MANA and its financial advisor.

The projections prepared by Cardio management were based on estimates from both discussions with, and materials provided, by Cardio for the years from 2022 to 2026, which themselves were based on numerous assumptions. The selected summary of the adjusted and unadjusted projections that were made available to MANA and its financial advisor can be found in the section titled “The Business Combination Proposal — Summary of Financial Analysis of Cardio” beginning on page [ ].

Cardio’s projections are inherently subjective in nature and susceptible to interpretation and, accordingly, such projections may not be achieved. Additionally, as Cardio is an early stage enterprise which has not generated meaningful revenues to date, its financial projections are not supported by a sufficiently long operating history the Board of MANA considered them inherently unreliable. The projections regarding Cardio’s future performance reflect and consider numerous material assumptions made by Cardio management. Generally, Cardio’s projected revenue is based on a variety of operational assumptions, including, the timing of development and commercialization of its products, population size and growth, level of product awareness with health care professionals, and pricing and payer mix. Further, projected gross profit is driven by the projected revenue and corresponding costs related to the delivery of our product, including salaries and benefits for product support and patient services and related overhead costs.

The projections also reflect numerous assumptions made by Cardio management, including material assumptions regarding, among other things:

Accordingly, there can be no assurance that the assumptions made in preparing the projections will be realized. There may be differences between actual and projected results, and the differences may be material, some of which differences Cardio has identified and discussed in greater detail in the section entitled “The Business Combination Proposal — Summary of MANA Financial Analysis.” The risk that these uncertainties and contingencies could cause the assumptions to fail to be reflective of actual results is further increased by the length of time over which these assumptions apply. The failure to achieve assumptions and projections in early periods could have a compounding effect on the projections shown for the later periods. Thus, any such failure of an assumption or projection to be reflective of actual results in an early period could have a greater effect on the projected results failing to be reflective of actual events in later periods. Cardio’s business is subject to numerous risks.

Moreover, projections for the years 2022 to 2026 in the context of an early-stage company operating in Cardio’s industry are inherently unreliable given the many variables, including without limitation the COVID-19 pandemic, especially in later years, that may affect results. All of these assumptions involve variables making them difficult to predict, and some are beyond the control of Cardio and MANA. Although Cardio’s management believes that there was a reasonable basis for the projections and underlying assumptions, any assumptions for near-term projected cases remain uncertain, and such uncertainty increases with the length of the projected period. The projections are forward-looking statements and are subject to risks and uncertainties. See the section titled “Special Note Regarding Forward-Looking Statements” on page [ ]. For a discussion of these projections, please see the section titled “The Business Combination Proposal — Summary of Financial Analysis of Cardio” beginning on page [ ].

Going public through a merger rather than an underwritten offering, as Cardio is seeking to do, presents risks to unaffiliated investors. Such risks include the absence of a due diligence investigation conducted by an underwriter that would be subject to liability for any material misstatements or omissions in a registration statement. We cannot assure you that due diligence conducted in connection with this business combination has identified all material issues that may be present in Cardio’s business prior to the completion of the business combination during the course of our due diligence, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of Cardio’s and our control will not later arise. As a result of these factors, we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about the post-combination company or its securities. In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result of assuming pre-existing debt held by a target business or by virtue of our obtaining debt financing thereafter. Accordingly, any stockholders or warrant holders who choose to remain stockholders or warrant holders following the business combination could suffer a reduction in the value of their securities. These stockholders or warrant holders are unlikely to have a remedy for the reduction in value.

The combined company expects to incur significant costs as a result of operating as a public company.

As a public company, the combined company will incur significant legal, accounting and other expenses. The combined company will be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which require, among other things, that it file with the SEC annual, quarterly and current reports with respect to its business and financial condition. In addition, the Sarbanes-Oxley Act, as well as rules subsequently adopted by the SEC and the Nasdaq Global Market to implement provisions of the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and the Public Company Accounting Oversight Board impose significant requirements on public companies, including requiring the establishment and maintenance of effective disclosure and financial controls and changes in corporate governance practices. These expenses will likely increase in the future, particularly after the combined company ceases to be an “emerging growth company” if it is also no longer a “smaller reporting company” as a result of additional corporate governance and disclosure requirements under the Sarbanes-Oxley Act, the Dodd-Frank Act, and SEC rules and regulations.

The combined company expects the rules and regulations applicable to public companies to result in it continuing to incur substantial legal and financial compliance costs. These costs will increase its net loss or decrease any net income and may require the combined company to reduce costs in other areas of its business.

Historically, Cardio has operated as a private company. Following the Business Combination, the combined company will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act and the rules of the Nasdaq Global Market. The Sarbanes-Oxley Act requires, among other things, that a company maintain effective disclosure controls and procedures (“DCP”) and internal controls over financial reporting (“ICFR”). Cardio’s Management and other personnel, who will be managing MANA after completion of the Business Combination, have limited experience operating as a public company, which may result in operational inefficiencies or errors, or a failure to improve or maintain effective ICFR and DCP necessary to ensure timely and accurate reporting of operational and financial results. Cardio’s existing Management team will need to devote a substantial amount of time to these compliance initiatives and may need to add personnel in areas such as accounting, financial reporting, investor relations and legal in connection with operations as a public company. Ensuring that the combined company has adequate internal financial and accounting controls and procedures in place is a costly and time-consuming effort that needs to be re-evaluated frequently. The combined company’s compliance with existing and evolving regulatory requirements will result in increased administrative expenses and a diversion of Management’s time and attention.

Pursuant to Sections 302 and 404 of the Sarbanes-Oxley Act (“Section 404”), the combined company will be required to furnish certain certifications and reports by its Management on its ICFR, which, after it is no longer an emerging growth company and if it becomes an accelerated or large accelerated filer under SEC rules, must be accompanied by an attestation report on ICFR issued by its independent registered public accounting firm. To achieve compliance with Section 404 within the prescribed period, the combined company will document and evaluate its ICFR, which is both costly and challenging. Implementing any appropriate changes to its internal controls may require specific compliance training for the combined company’s directors, officers and employees, entail substantial costs to modify its existing accounting systems, and take a significant period of time to complete. Such changes may not, however, be effective in maintaining the adequacy of its ICFR, and any failure to maintain that adequacy, or consequent inability to produce accurate financial statements on a timely basis, could increase its operating costs and could materially impair its ability to operate its business. Moreover, effective internal controls are necessary for the combined company to produce reliable and timely financial reports and are important to help prevent fraud. Any failure by the combined company to file its periodic reports in a timely manner may cause investors to lose confidence in its reported financial information and may lead to a decline in the price of our common stock.

In accordance with Nasdaq Global Market rules, the majority of the directors of a company that has securities quoted on Nasdaq must be directors that are “independent” under those rules. The various rules and regulations applicable to public companies make it more difficult and more expensive to maintain directors’ and officers’ liability insurance, and the combined company may be required to accept reduced coverage or incur substantially higher costs to maintain coverage. If the combined company is unable to maintain adequate directors’ and officers’ insurance, its ability to recruit and retain qualified officers and directors will be significantly curtailed.

Cardio will need to grow the size of its organization and may experience difficulties in managing this growth.

As Cardio’s expansion plans and strategies develop, and as it transitions into operating as part of a public company, it expects it will need additional managerial, operational, sales, marketing, financial and other personnel. Future growth would impose significant added responsibilities on members of Management, including:

• identifying, recruiting, compensating, integrating, maintaining and motivating additional employees;

• coping with demands on Management related to the increased size of its business;

• converting other entities’ books and records and conforming their practices to ours;

• integrating operating, accounting and information technology systems of other entities with ours and in maintaining uniform procedures, policies and standards, such as internal accounting controls; and

• improving Cardio’s operational, financial and Management controls, reporting systems and procedures.

Cardio’s future financial performance as part of MANA and its ability to expand its business will depend, in part, on its ability to effectively manage any future growth, and Cardio’s Management may also have to divert a disproportionate amount of its attention away from day-to-day activities in order to devote a substantial amount of time to managing these growth activities.

If Cardio is not able to effectively expand its organization by hiring new employees and expanding its groups of consultants and contractors, Cardio may not be able to successfully implement the tasks necessary to further develop and commercialize its product candidates and, accordingly, may not achieve its research, development and commercialization goals.

We are an “emerging growth company,” and we cannot be certain that the reduced disclosure requirements applicable to “emerging growth companies” will not make our common stock less attractive to investors.

We are an “emerging growth company,” as defined under the JOBS Act and will continue to be after the Business Combination is completed. For so long as we are an emerging growth company, we intend to take advantage of certain exemptions from reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, compliance with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our 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.

We could be an emerging growth company for up to five years from the end of our most recently completed fiscal year, although we may lose such status earlier, depending on the occurrence of certain events, including when we have generated total annual gross revenue of at least $1.07 billion or when we are deemed to be a “large accelerated filer” under the Exchange Act, which means that the market value of our common stock that is held by non-affiliates exceeds $700 million as of December 31^st of the prior year, or when we have issued more than $1.0 billion in nonconvertible debt securities during the prior three-year period.

We cannot predict if investors will not find our common stock less attractive or our company less comparable to certain other public companies because we rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock, and our stock price may be more volatile.

Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. We have irrevocably elected not to avail ourselves of this exemption from new or revised accounting standards and, therefore, will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

As a “smaller reporting company” we are permitted to provide less disclosure than larger public companies which may make our common stock less attractive to investors.

We are currently a “smaller reporting company,” as defined by Rule 12b-2 of the Exchange Act and will continue to be one immediately after the Business Combination. As a smaller reporting company, we are eligible to take advantage of certain exemptions from various reporting requirements applicable to other public companies. Consequently, it may be more challenging for investors to analyze our results of operations and financial prospects which may result in less investor confidence. Investors may find our common stock less attractive as a result of our smaller reporting company status. If some investors find our common stock less attractive, there may be a less active trading market for our common stock and our stock price may be more volatile.

MANA and Cardio have incurred and expect to incur significant costs associated with the Business Combination. Whether or not the Business Combination is completed, the incurrence of these costs will reduce the amount of cash available to be used for other corporate purposes by MANA.

MANA and Cardio expect to incur significant costs associated with the Business Combination. We will only pay some of these expenses if the Business Combination occurs, such as the fee to Ladenburg. Other fees and expenses, including legal fees, independent auditor fees, fees to our solicitation agent, and expenses incurred in connection with the proxy solicitation for the special meeting will be incurred regardless of whether the Business Combination occurs. These expenses will reduce the amount of cash available to be used for other corporate purposes by MANA whether or not the Business Combination is completed.

In the event that a significant number of MANA Shares are redeemed, its stock may become less liquid following the Business Combination.

If a significant number of MANA Shares are redeemed, MANA may be left with a significantly smaller number of outstanding shares. As a result, trading in the shares of the surviving company following the Business Combination may be limited and your ability to sell your shares in the market could be adversely affected. The Nasdaq Global Market may delist the MANA Shares on its exchange, which could limit investors’ ability to make transactions in MANA’s securities and subject MANA to additional trading restrictions.

MANA will be required to meet the initial listing requirements to be listed on the Nasdaq Global Market following the Business Combination. MANA may not be able to meet those initial listing requirements. Even if MANA’s securities are so listed, MANA may be unable to maintain the listing of its securities in the future.

If MANA fails to meet the listing requirements and the Nasdaq Global Market does not list its securities on its exchange, the Business Combination will not close. However even if MANA meets the initial listing requirements, if MANA is subsequently delisted, MANA could face significant material adverse consequences, including:

• a determination that our shares are a “penny stock,” which will require brokers trading in our securities to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for our securities;

• a limited amount of news and analyst coverage for the post-transaction company; and

• a decreased ability to issue additional securities or obtain additional financing in the future.

MANA may waive one or more of the conditions to the Business Combination without resoliciting stockholder approval for the Business Combination.

MANA may agree to waive, in whole or in part, some of the conditions to its obligations to complete the Business Combination, to the extent permitted by applicable laws. The Board of Directors of MANA will evaluate the materiality of any waiver to determine whether amendment of this proxy statement and re-solicitation of proxies is warranted. In some instances, if the Board of Directors of MANA determines that a waiver is not sufficiently material to warrant re-solicitation of stockholders, MANA has the discretion to complete the Business Combination without seeking further stockholder approval. For example, it is a condition to MANA’s obligations to close the Business Combination that there be no restraining order, injunction or other order restricting Cardio’s conduct of its business, however, if the Board of Directors of MANA determines that any such order or injunction is not material to the business of Cardio, then the Board of Directors may elect to waive that condition and close the Business Combination.

Legal proceedings in connection with the Business Combination, the outcomes of which are uncertain, could delay or prevent the completion of the Business Combination.

Lawsuits may be filed against MANA or its directors and officers in connection with the Business Combination. Defending this or any additional lawsuits could require MANA to incur significant costs and draw the attention of its Management team away from the Business Combination. Further, the defense or settlement of any lawsuit or claim that remains unresolved at the time the Business Combination is consummated may adversely affect the post-combination Company’s business, financial condition, results of operations and cash flows. Such legal proceedings could delay or prevent the Business Combination from becoming effective within the agreed upon timeframe.

Assuming no redemptions of MANA Shares for cash and giving effect to the estimated issuance of approximately 6,366,049 MANA Shares (excluding the 1,000,000 Earnout Shares) to be issued pursuant to the Merger Agreement at an assumed Exchange Ratio of 3.296, and the MANA Shares to be issued upon conversion of the MANA Rights, we would have an aggregate of approximately 15,419,620 shares issued and outstanding after the Business Combination, of which:

• MANA public stockholders (which excludes our Sponsor) will own 42.1% of our common shares;

Given the other factors above, but assuming redemption by holders of all but 500,001 outstanding MANA Shares (which would allow us to retain $5,000,001 in net tangible assets), we would have an aggregate of 9,419,621 shares issued and outstanding immediately after the Business Combination, of which:

• MANA public stockholders (which excludes our Sponsor) will own 5.3% of our common shares;

After giving effect to the conversion of our outstanding rights into 928,571 MANA shares, ownership and voting control of our Sponsor, officers and directors will be as follows:

(1) This presentation assumes no holders of our common stock exercise their redemption rights with respect to their redeemable common stock upon the Closing.

(2) This presentation assumes the maximum redemption of our public shares to maintain at least $5 million in assets in our trust account).

If the actual facts are different than these assumptions, the percentage ownership and percentage of voting power retained by our public stockholders following the Business Combination will be different.

Our public stockholders may not be afforded an opportunity to vote on our proposed business combination, which means we may complete our business combination even though a majority of our public stockholders do not support such a combination.

We may not hold a stockholder vote to approve our business combination unless the business combination would require stockholder approval under applicable Delaware law or the rules of the Nasdaq or if we decide to hold a stockholder vote for business or other reasons. Examples of transactions that would not ordinarily require stockholder approval include asset acquisitions and share purchases, while transactions such as direct mergers with our company or transactions where we issue more than 20% of our outstanding shares would require stockholder. For instance, the Nasdaq rules currently allow us to engage in a tender offer in lieu of a stockholder meeting but would still require us to obtain stockholder approval if we were seeking to issue more than 20% of our outstanding shares to a target business as consideration in any business combination. Therefore, if we were structuring a business combination that required us to issue more than 20% of our outstanding shares, we would seek stockholder approval of such business combination. Except as required by law or Nasdaq rules, the decision as to whether we will seek stockholder approval of a proposed business combination or will allow stockholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors, such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek stockholder approval. Accordingly, we may consummate our business combination even if holders of a majority of the issued and outstanding shares of common stock do not approve of the business combination we consummate.

If we seek stockholder approval of our business combination, our sponsor, officers and directors have agreed to vote in favor of such business combination, regardless of how our public stockholders vote.

Unlike other blank check companies in which the initial stockholders agree to vote their sponsor shares in accordance with the majority of the votes cast by the public stockholders in connection with an initial business combination, our sponsor, officers and directors have agreed (and any permitted transferees will agree), pursuant to the terms of a letter agreement entered into with us, to vote any sponsor shares held by them, as well as any public shares purchased during or after our IPO, in favor of our initial business combination. We expect that our sponsor and its permitted transferees will own approximately 20% of our issued and outstanding shares at the time of any such stockholder vote (assuming it does not purchase units in our IPO, and not taking into account ownership of the private placement warrants). As a result, in addition to our initial stockholder’s sponsor shares, we would need only 2,437,501, or approximately 37.5%, of the 6,500,000 public shares sold in our IPO to be voted in favor of a transaction in order to have our initial business combination approved. Further, assuming that only a quorum of 4,062,501 shares of our common stock is present in person or by proxy at stockholder meeting to approve our initial business combination, if only the minimum number of shares representing a quorum are voted, such approval would require the affirmative vote of 2,031,251 shares of our common stock, which means that, in addition to our initial stockholders’ shares, we would need only 406,251, or approximately 6.25%, of the 6,500,000 public shares sold in our IPO to be voted in favor of an initial business combination in order to have our initial business combination approved. Accordingly, if we seek stockholder approval of our initial business combination, it is more likely that the necessary stockholder approval will be received than would be the cast if such persons agreed to vote their sponsor shares in accordance with the majority of the votes cast by our public stockholders.

Our sponsor has the right to extend the term we have to consummate our business combination, without providing our stockholders with redemption rights.

We will have until nine months from the closing of our IPO to consummate our initial business combination. However, if we anticipate that we may not be able to consummate our initial business combination within nine months, our board of directors may extend the period of time to consummate a business combination up to twelve (12) times, each by an additional one month period (for a total of up to 21 months to complete a business combination), subject to the authorization by our board of directors and the deposit of additional funds into the trust account by our sponsor or its affiliates or designees as described elsewhere in this proxy statement. Our stockholders will not be entitled to vote or redeem their shares in connection with any such extension. In order for the time available for us to consummate our initial business combination to be extended, our sponsor or its affiliates or designees must deposit into the trust account $216,667 (approximately $0.0333 per public share) for each one-month extension, on or prior to the date of the applicable deadline, up to an aggregate of $2,600,000, or $0.40 per public share if we extend for the full 12 months (for an aggregate of 21 months).

Any such payments may be made in the form of a non-interest-bearing loan from our sponsor or its affiliates or designees and would be repaid, if at all, from funds released to us upon completion of our initial business combination. Any obligation to repay such loans may reduce the amount available to us to pay as purchase price in our initial business combination, and/or may reduce the amount of funds available to the combined company following the initial business combination. This feature is different than the traditional special purpose acquisition company structure, in which any extension of the company’s period to complete a business combination requires a vote of the company’s stockholders and stockholders have the right to redeem their public shares in connection with such vote, and which do not provide the sponsor with the right to loan funds to the company to fund extension payments.

Your only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of your right to redeem your shares from us for cash, unless we seek stockholder approval of the business combination.

At the time of your investment in us, you will not be provided with an opportunity to evaluate the specific merits or risks of one or more target businesses. Since our Board of Directors may complete a business combination without seeking stockholder approval, public stockholders may not have the right or opportunity to vote on the business combination, unless we seek such stockholder approval. Accordingly, if we do not seek stockholder approval, your only opportunity to affect the investment decision regarding a potential business combination may be limited to exercising your redemption rights within the period of time (which will be at least 20 business days) set forth in our tender offer documents mailed to our public stockholders in which we describe our business combination.

The ability of our public stockholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target.

We may seek to enter into a business combination transaction agreement with a prospective target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. If too many public stockholders exercise their redemption rights, we would not be able to meet such closing condition and, as a result, would not be able to proceed with the business combination. Furthermore, in no event will we redeem our public shares in an amount that would cause our net tangible assets, after payment of the deferred underwriting commissions, to be less than $5,000,001 upon consummation of our business combination (so that we are not subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our business combination. Consequently, if accepting all properly submitted redemption requests would cause our net tangible assets to be less than $5,000,001 upon consummation of our business combination or such greater amount necessary to satisfy a closing condition as described above, we would not proceed with such redemption and the related business combination and may instead search for an alternate business combination. Prospective targets will be aware of these risks and, thus, may be reluctant to enter into a business combination transaction with us.

The ability of our public stockholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure.

At the time we enter into an agreement for our business combination, we will not know how many stockholders may exercise their redemption rights, and therefore we will need to structure the transaction based on our expectations as to the number of shares that will be submitted for redemption. If our Merger Agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum amount of cash at closing, we will need to reserve a portion of the cash in the trust account to meet such requirements, or arrange for third party financing. In addition, if a larger number of shares are submitted for redemption than we initially expected, we may need to restructure the transaction to reserve a greater portion of the cash in the trust account or arrange for third party financing. Raising additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. The above considerations may limit our ability to complete the most desirable business combination available to us or optimize our capital structure.

If our Merger Agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum amount of cash at closing, the probability that our business combination would be unsuccessful is increased. If our business combination is unsuccessful, you would not receive your pro rata portion of the trust account until we liquidate the trust account. If you are in need of immediate liquidity, you could attempt to sell your shares in the open market; however, at such time our shares may trade at a discount to the pro rata amount per share in the trust account. In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with our redemption until we liquidate or you are able to sell your shares in the open market.

The requirement that we complete our business combination within the prescribed time frame may give potential target businesses leverage over us in negotiating a business combination and may decrease our ability to conduct due diligence on potential business combination targets as we approach our dissolution deadline, which could undermine our ability to complete our business combination on terms that would produce value for our stockholders.

Any potential target business with which we enter into negotiations concerning a business combination will be aware that we must complete our business combination within nine months from the closing of our Initial Public Offering (or up to 21 months from the closing of our IPO if we extend the period of time to consummate a business combination, as described in more detail in this report). Consequently, such target business may obtain leverage over us in negotiating a business combination, knowing that if we do not complete our business combination with that particular target business, we may be unable to complete our business combination with any target business. This risk will increase as we get closer to the timeframe described above. In addition, we may have limited time to conduct due diligence and may enter into our business combination on terms that we would have rejected upon a more comprehensive investigation.

In connection with any vote to approve a business combination, we are offering each public stockholder the option to vote in favor of a proposed business combination and still seek redemption of his, her or its shares.

In connection with the vote to approve the proposed Business Combination, we will offer each public stockholder (but not our founders, officers or directors) the right to have his, her or its shares of common stock redeemed for cash (subject to the limitations described elsewhere in this prospectus) regardless of whether such stockholder votes for or against such proposed business combination. This ability to seek redemption while voting in favor of our proposed business combination may make it more likely that we will consummate a business combination.

Our sponsor, officers and directors have agreed that we must complete our business combination within 9 months from the closing of our Initial Public Offering (or up to 21 months from the closing of our Initial Public Offering if we extend the period of time to consummate a business combination). We may not be able to find a suitable target business and complete our business combination within such time period. If we have not completed our business combination within such time period, we 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 (which interest shall be net of taxes payable, and less interest to pay dissolution expenses) divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our Board of Directors, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In such case, our public stockholders may only receive $10.00 per share, and our rights and warrants will expire worthless. In certain circumstances, our public stockholders may receive less than $10.00 per share on the redemption of their shares. If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholders may be less than $10.00 per share” and other risk factors herein.

Our sponsor may decide not to extend the term we have to consummate our business combination, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate, and the warrants and rights will be worthless.

We will have until nine months from the closing of our IPO to consummate our initial business combination. However, if we anticipate that we may not be able to consummate our initial business combination within nine months, we may extend the period of time to consummate a business combination up to twelve (12) times, each by an additional one month period (for a total of up to 21 months to complete a business combination), subject to our board of directors authorizing such extension and the sponsor depositing additional funds into the trust account as described elsewhere in this report. However, our sponsor and its affiliates or designees are not obligated to fund the trust account to extend the time for us to complete our initial business combination. If we are unable to consummate our initial business combination within the applicable time period, we will, as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares for a pro rata portion of the funds held in the trust account and as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In such event, the warrants and rights will be worthless.

Our sponsor, directors, officers, advisors and their affiliates may elect to purchase shares from public stockholders, which may influence a vote on a proposed business combination and reduce the public “float” of our common stock.

In connection with seeking stockholder approval of our initial business combination and offering public stockholders the right to redeem their shares, our sponsor, directors, officers, advisors or their affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination, although they are under no obligation to do so. Such a purchase may include a contractual acknowledgement that such stockholder, although still the record holder of our shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that our sponsor, directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from public stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. The price per share paid in any such transaction may be different than the amount per share a public stockholder would receive if it elected to redeem its shares in connection with our initial business combination. The purpose of such purchases could be to vote such shares in favor of the business combination and thereby increase the likelihood of obtaining stockholder approval of the business combination or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. This may result in the completion of our initial business combination that may not otherwise have been possible.

In addition, if such purchases are made, the public “float” of our common stock and the number of beneficial holders of our securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

If a stockholder fails to receive notice of our offer to redeem our public shares in connection with our business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.

We will comply with the proxy rules or tender offer rules, as applicable, when conducting redemptions in connection with our initial business combination. Despite our compliance with these rules, if a stockholder fails to receive our proxy solicitation or tender offer materials, as applicable, such stockholder may not become aware of the opportunity to redeem its shares. In addition, the proxy solicitation or tender offer materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will describe the various procedures that must be complied with in order to validly redeem or tender public shares. For example, we may require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to our transfer agent prior to the date set forth in the tender offer or proxy materials documents mailed to such holders, or up to two business days prior to the scheduled vote on the proposal to approve the initial business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically. In the event that a stockholder fails to comply with these procedures, its shares may not be redeemed.

If we are unable to complete our initial business combination, our public stockholders may receive only approximately $10.00 per share, or less in certain circumstances, on our redemption, and our warrants and rights will expire worthless.

We may be unable to complete our initial business combination for a number of reasons. For example, we expect to encounter intense competition from other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing for the types of businesses we intend to acquire. Many of these individuals and entities are well-established and have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries and possess greater technical, human and other resources or more local industry knowledge than we do. Further, our financial resources may be relatively limited when contrasted with those of many of these competitors. While we believe there are numerous target businesses we could potentially acquire with the net proceeds of our IPO and the sale of the private placement warrants, our ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited by our available financial resources. Furthermore, if we are obligated to pay cash for the shares of common stock redeemed, it would reduce the resources available to us for our initial business combination. Any of these obligations may place us at a competitive disadvantage in successfully negotiating a business combination. If we are unable to complete our initial business combination, our public stockholders may receive only approximately $10.00 per share (or less in certain circumstances) on the liquidation of our trust account and our warrants and rights will expire worthless. In certain circumstances, our public stockholders may receive less than $10.00 per share on the redemption of their shares.

You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your public shares, rights or warrants, potentially at a loss.

Our public stockholders will be entitled to receive funds from the trust account only upon the earlier to occur of: (i) our completion of an initial business combination, and then only in connection with those shares of common stock that such stockholder properly elected to redeem, subject to the limitations described herein, (ii) the redemption of any public shares properly tendered in connection with a stockholder vote to amend our Amended and Restated Certificate of Incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within nine months (or 21 months) from the closing of our IPO and (iii) the redemption of our public shares if we are unable to complete an initial business combination within nine months (or 21 months) from the closing of our IPO, subject to applicable law and as further described herein. In addition, if we have not completed an initial business combination within the required time period for any reason, compliance with Delaware law may require that we submit a plan of dissolution to our then existing stockholders for approval prior to the distribution of the proceeds held in our trust account. In that case, public stockholders may be forced to wait beyond the end of such period before they receive funds from our trust account. In no other circumstances will a public stockholder have any right or interest of any kind in the trust account. Holders of warrants and rights will not have any right to the proceeds held in the trust account with respect to the warrants and rights. Accordingly, to liquidate your investment, you may be forced to sell your public shares, warrants, or rights, potentially at a loss.

The requirement that the target business or businesses that we acquire must collectively have a fair market value equal to at least 80% of the balance of the funds in the trust account (less any taxes payable on interest earned and less any interest earned thereon that is released to us for taxes) at the time of the execution of a definitive agreement for our initial business combination may limit the type and number of companies that we may complete such a business combination with.

Pursuant to the Nasdaq listing rules, the target business or businesses that we acquire must collectively have a fair market value equal to at least 80% of the balance of the funds in the trust account (less any taxes payable on interest earned and less any interest earned thereon that is released to us for taxes) at the time of the execution of a definitive agreement for our initial business combination. This restriction may limit the type and number of companies that we may complete an initial business combination with. If we are unable to locate a target business or businesses that satisfy this fair market value test, we may be forced to liquidate and you will only be entitled to receive your pro rata portion of the funds in the trust account. If Nasdaq delists our securities from trading on its exchange after the Closing of the Business Combination, we would not be required to satisfy the fair market value requirement described above and could complete a business combination with a target business having a fair market value substantially below 80% of the balance in the trust account.

In connection with any stockholder meeting called to approve a proposed initial business combination, we will require stockholders who wish to redeem their shares in connection with a proposed business combination to comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption rights prior to the deadline for exercising their redemption rights.

In connection with any stockholder meeting called to approve a proposed initial business combination, each public stockholder will have the right, regardless of whether he is voting for or against such proposed business combination, to demand that we redeem his or her shares into a pro rata share of the trust account as of two business days prior to the consummation of the initial business combination. We will require public stockholders who wish to redeem their shares in connection with a proposed business combination to either (i) tender their certificates (if any) to our transfer agent or (ii) deliver their shares to the transfer agent electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holders’ option, in each case prior to a date set forth in the tender offer documents or proxy materials sent in connection with the proposal to approve the business combination. In order to obtain a physical share certificate, a stockholder’s broker and/or clearing broker, DTC and our transfer agent will need to act to facilitate this request. It is our understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, because we do not have any control over this process or over the brokers or DTC, it may take significantly longer than two weeks to obtain a physical share certificate. While we have been advised that it takes a short time to deliver shares through the DWAC System, we cannot assure you of this fact. Accordingly, if it takes longer than we anticipate for stockholders to deliver their shares, stockholders who wish to redeem may be unable to meet the deadline for exercising their redemption rights and thus may be unable to redeem their shares.

If, in connection with any stockholder meeting called to approve a proposed business combination, we require public stockholders who wish to redeem their shares to comply with specific requirements for redemption, such redeeming stockholders may be unable to sell their securities when they wish to in the event that the proposed business combination is not approved.

We will require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents or proxy materials mailed to such holders, or up to two business days prior to the vote on the proposal to approve the business combination in the event we distribute proxy materials or to deliver their shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, rather than simply voting against the initial business combination at the holder’s option. The tender offer or proxy materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public stockholders to satisfy such delivery requirements, which will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. Accordingly, a public stockholder would have from the time we send out our tender offer materials until the close of the tender offer period, or up to two business days prior to the scheduled vote on the business combination if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption rights. Pursuant to the tender offer rules, the tender offer period will be not less than 20 business days and, in the case of a stockholder vote, a final proxy statement would be mailed to public stockholders at least 10 days prior to the stockholder vote. However, we expect that a draft proxy statement would be made available to such stockholders well in advance of such time, providing additional notice of redemption if we conduct redemptions in conjunction with a proxy solicitation. Given the relatively short exercise period, it is advisable for stockholders to use electronic delivery of their public shares.

There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System. The transfer agent will typically charge the tendering broker a nominal fee and it would be up to the broker whether or not to pass this cost on to the redeeming holder. However, this fee would be incurred regardless of whether or not we require holders seeking to exercise redemption rights to tender their shares. The need to deliver shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated.

The foregoing is different from the procedures used by many blank check companies. In order to perfect redemption rights in connection with their business combinations, many blank check companies would distribute proxy materials for the stockholders’ vote on an initial business combination, and a holder could simply vote against a proposed business combination and check a box on the proxy card indicating such holder was seeking to exercise his or her redemption rights. After the business combination was approved, the company would contact such stockholder to arrange for him or her to deliver his or her certificate to verify ownership. As a result, the stockholder then had an “option window” after the completion of the business combination during which he or she could monitor the price of the company’s stock in the market. If the price rose above the redemption price, he or she could sell his or her shares in the open market before actually delivering his or her shares to the company for cancellation. As a result, the redemption rights, to which stockholders were aware they needed to commit before the stockholder meeting, would become “option” rights surviving past the completion of the business combination until the redeeming holder delivered its certificate. The requirement for physical or electronic delivery prior to the meeting ensures that a redeeming holder’s election to redeem is irrevocable once the business combination is approved.

Any request to redeem such shares, once made, may be withdrawn at any time up to the date set forth in the tender offer materials or two business days prior to the scheduled date of the stockholder meeting set forth in our proxy materials, as applicable (unless we elect to allow additional withdrawal rights). Furthermore, if a holder of a public share delivered its certificate in connection with an election of redemption rights and subsequently decides prior to the applicable date not to elect to exercise such rights, such holder may simply request that the transfer agent return the certificate (physically or electronically). It is anticipated that the funds to be distributed to holders of our public shares electing to redeem their shares will be distributed promptly after the completion of our initial business combination.

If our initial proposed business combination is not completed, we may continue to try to complete a business combination until nine months from the consummation of our IPO or during any extension period. If our initial business combination is not approved or completed for any reason, then our public stockholders who elected to exercise their redemption rights would not be entitled to redeem their shares for the applicable pro rata share of the trust account. In such case, we will promptly return any certificates delivered by public holders who elected to redeem their shares.

If we seek stockholder approval of our business combination and we do not conduct redemptions in connection with our business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation provides 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 Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the shares sold in our IPO, which we refer to as the “Excess Shares.” However, we would not be restricting our stockholders’ ability to vote all of their shares (including Excess Shares) for or against our business combination. Your inability to redeem the Excess Shares will reduce your influence over our ability to complete our business combination and you could suffer a material loss on your investment in us if you sell Excess Shares in open market transactions. Additionally, you will not receive redemption distributions with respect to the Excess Shares if we complete our business combination. And as a result, you will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, would be required to sell your shares in open market transactions, potentially at a loss.

If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholders may be less than $10.00 per share.

Our placing of funds in the trust account may not protect those funds from third-party claims against us. Although we will seek to have all vendors, service providers, prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public stockholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our Management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if Management believes that such third party’s engagement would be significantly more beneficial to us than any alternative. Further, a court may not uphold the validity of such agreements. Making such a request of potential target businesses may make our acquisition proposal less attractive to them and, to the extent prospective target businesses refuse to execute such a waiver, it may limit the field of potential target businesses that we might pursue.

Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by Management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where Management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption of our public shares, if we are unable to complete our business combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with our business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us. Accordingly, the per-share redemption amount received by public stockholders could be less than the $10.00 per share initially held in the trust account, due to claims of such creditors.

If we are unable to complete a business combination and distribute the proceeds held in trust to our public stockholders, our sponsor has agreed (subject to certain exceptions) that it will be liable to ensure that the proceeds in the trust account are not reduced below $10.00 per share by the claims of target businesses or claims of vendors or other entities that are owed money by us for services rendered or contracted for or products sold to us. We believe that the primary assets of the sponsor are comprised of our securities and therefore we cannot assure you it will have sufficient liquid assets to satisfy such obligations if it is required to do so. Therefore, the per-share distribution from the trust account may be less than $10.00, plus interest, due to such claims.

Additionally, if we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us which is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete the trust account, we may not be able to return to our public stockholders at least $10.00.

We may not have sufficient funds to satisfy indemnification claims of our directors and executive officers.

We have agreed to indemnify our officers and directors to the fullest extent permitted by law. However, our officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the trust account and to not seek recourse against the trust account for any reason whatsoever. Accordingly, any indemnification provided will be able to be satisfied by us only if (i) we have sufficient funds outside of the trust account or (ii) we consummate an initial business combination. Our obligation to indemnify our officers and directors may discourage stockholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our 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 our officers and directors pursuant to these indemnification provisions.

Our directors may decide not to enforce the indemnification obligations of our sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to our public stockholders.

In the event that the proceeds in the trust account are reduced below $10.00 per public share and our sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance. For example, the cost of such legal action may be deemed by the independent directors to be too high relative to the amount recoverable or the independent directors may determine that a favorable outcome is not likely. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the trust account available for distribution to our public stockholders may be reduced below $10.00 per share.

If, after we distribute the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of our Board of Directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our Board of Directors and us to claims of punitive damages.

If, after we distribute the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by our stockholders. In addition, our Board of Directors may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by paying public stockholders from the trust account prior to addressing the claims of creditors.

If, before distributing the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our stockholders and the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.

If, before distributing the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete the trust account, the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.

If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our business combination.

A company that, among other things, is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting, owning, trading or holding certain types of securities would be deemed an investment company under the Investment Company Act, as amended, or the Investment Company Act. Since we will invest the proceeds held in the trust account, it is possible that we could be deemed an investment company. If we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including:

Compliance with these additional regulatory burdens would require additional expense for which we have not allotted.

We do not believe that our anticipated principal activities will subject us to the Investment Company Act. The proceeds held in the trust account may be invested by the trustee only in United States government treasury bills with a maturity of 180 days or less or in money market funds investing solely in United States Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act. Because the investment of the proceeds will be restricted to these instruments, we believe we will meet the requirements for the exemption provided in Rule 3a-1 promulgated under the Investment Company Act. If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to complete a business combination. If we are unable to complete our business combination, our public stockholders may receive only approximately $10.00 per share, or less in certain circumstances, on the liquidation of our trust account and our rights and warrants will expire worthless.

The securities in which we invest the funds held in the trust account could bear a negative rate of interest, which could reduce the value of the assets held in trust such that the per-share redemption amount received by public stockholders may be less than $10.00 per share.

The proceeds held in the trust account are invested only in U.S. government treasury obligations with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. While short-term U.S. government treasury obligations currently yield a positive rate of interest, they have briefly yielded negative interest rates in recent years. Central banks in Europe and Japan pursued interest rates below zero in recent years, and the Open Market Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt similar policies in the United States. In the event that we are unable to complete our initial business combination or make certain amendments to our amended and restated certificate of incorporation, our public stockholders are entitled to receive their pro-rata share of the proceeds held in the trust account, plus any interest income, net of taxes paid or payable (less, in the case we are unable to complete our initial business combination, $50,000 of interest). Negative interest rates could reduce the value of the assets held in trust such that the per-share redemption amount received by public stockholders may be less than $10.00 per share.

If we are unable to consummate our business combination within nine months (or up to 21 months from the closing of our Initial Public Offering if we extend the period of time to consummate a business combination) of the closing of our Initial Public Offering, our public stockholders may be forced to wait beyond nine months (or up to 21 months) before redemption from our trust account.

If we are unable to consummate our business combination within nine months from the closing of our Initial Public Offering (or up to 21 months from the closing of our Initial Public Offering if we extend the period of time to consummate a business combination), we will distribute the aggregate amount then on deposit in the trust account (less the net interest earned thereon to pay dissolution expenses), pro rata to our public stockholders by way of redemption and cease all operations except for the purposes of winding up of our affairs, as further described herein. If we are required to windup, liquidate the trust account and distribute such amount therein, pro rata, to our public stockholders, as part of any liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions of applicable Delaware law. In that case, investors may be forced to wait beyond the nine months (or up to 21 months) before the redemption proceeds of our trust account become available to them and they receive the return of their pro rata portion of the proceeds from our trust account. Only after the expiration of this full time period will public security holders be entitled to distributions from the trust account if we are unable to complete a business combination. Accordingly, investors’ funds may be unavailable to them until after such date and to liquidate your investment, public security holders may be forced to sell their public shares or warrants, potentially at a loss. We have no obligation to return funds to investors prior to the date of our redemption or liquidation unless we consummate our business combination prior thereto and only then in cases where investors have sought to redeem their shares of common stock. Only upon our redemption or any liquidation will public stockholders be entitled to distributions if we are unable to complete our business combination.

Our stockholders may be held liable for claims by third parties against us to the extent of distributions received by them.

Under the Delaware General Corporation Law, or the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. The pro rata portion of our trust account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete our initial business combination within the required time period may be considered a liquidating distribution under Delaware law. If a corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution. However, it is our intention to redeem our public shares as soon as reasonably possible following the ninth (9th) month from the closing of our IPO (or the end of any extension period) in the event we do not complete our initial business combination and, therefore, we do not intend to comply with the foregoing procedures.

Because we do not intend to comply with Section 280, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such time that will provide for our payment of all existing and pending claims or claims that may be potentially brought against us within the 10 years following our dissolution. However, because we are a blank check company, rather than an operating company, and our operations will be limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers, investment bankers, consultants, etc.) or prospective target businesses. If our plan of distribution complies with Section 281(b) of the DGCL, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would likely be barred after the third anniversary of the dissolution. We cannot assure you that we will properly assess all claims that may be potentially brought against us. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend beyond the third anniversary of such date. Furthermore, if the pro rata portion of our trust account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete our initial business combination within the required time period is not considered a liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful, then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidating distribution.

Holders of rights and public warrants will not have redemption rights with respect to such securities.

If we are unable to complete an initial business combination within the required time period and we redeem the funds held in the trust account, the rights and public warrants will expire and holders of such securities will not receive any of the amounts held in the trust account in exchange for their rights or public warrants.

The grant of registration rights to our sponsor and holders of our private placement warrants may make it more difficult to complete our business combination, and the future exercise of such rights may adversely affect the market price of our shares of common stock.

We entered into a registration rights agreement with our sponsor and our other initial stockholders, pursuant to which such persons and their permitted transferees can demand that we register their founder shares, the private placement warrants, the shares underlying such warrants, and any warrants we may issue upon conversion of working capital loans. We will bear the cost of registering these securities. The registration and availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of our shares of common stock. In addition, the existence of the registration rights may make our business combination more costly or difficult to conclude. This is because the stockholders of the target business may increase the equity stake they seek in the combined entity or ask for more cash consideration to offset the negative impact on the market price of our shares of common stock that is expected when the shares owned by our sponsor, holders of our private placement warrants or holders of our working capital loans or their respective permitted transferees are registered.

We may issue shares of our capital stock or debt securities to complete a business combination, which would reduce the equity interest of our stockholders and could cause a change in control of our ownership.

Our Certificate of Incorporation authorizes the issuance of up to 300,000,000 shares of common stock, $0.00001 par value, and 100,000,000 shares of preferred stock, $0.00001 par value. Following our IPO, we have 285,196,429 authorized but unissued shares of common stock available for issuance (after appropriate reservation for the issuance of the shares underlying the public and private warrants and the rights but excluding any working capital warrants). Although we have no commitment as of the date of this report, we may issue a substantial number of additional shares of common stock or preferred stock, or a combination of shares of common stock and preferred stock, to obtain additional working capital or to complete a business combination. The issuance of additional shares of common stock or preferred stock will not reduce the per-share redemption amount in the trust account, but:

• may significantly dilute the equity interest of investors in our Initial Public Offering;

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

• may cause a change in control if a substantial number of shares of common stock are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; and

• may adversely affect prevailing market prices for our shares of common stock.

• default and foreclosure on our assets if our operating revenues after a business combination are insufficient to repay our debt obligations;

• acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

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

• our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding.

• using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our common stock if declared, expenses, capital expenditures, acquisitions and other general corporate purposes:

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

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

• limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.

If we incur indebtedness, our lenders will not have a claim on the cash in the trust account and such indebtedness will not decrease the per-share redemption amount in the trust account.

We may issue notes or other debt securities, or otherwise incur substantial debt, to complete a business combination, which may adversely affect our leverage and financial condition and thus negatively impact the value of our stockholders’ investment in us.

Although we presently have no commitments to issue any notes or other debt securities, or to otherwise incur outstanding debt following our IPO, we may choose to incur substantial debt to complete our business combination. We have agreed that we will not incur any indebtedness unless we have obtained from the lender a waiver of any right, title, interest or claim of any kind in or to the monies held in the trust account. As such, no issuance of debt will affect the per-share amount available for redemption from the trust account. Nevertheless, the incurrence of debt could have a variety of negative effects, including:

· default and foreclosure on our assets if our operating revenues after an business combination are insufficient to repay our debt obligations;

· acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

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

· our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding;

· using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our shares of common stock if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;

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

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

· limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.

The price of our common stock likely will be volatile like the stocks of other early-stage companies.

The stock markets in general and the markets for early-stage stocks have experienced extreme volatility. The market for the common stock of smaller companies such as ours is characterized by significant price volatility when compared to the shares of larger, more established companies that trade on a national securities exchange and have large public floats, and we expect that our share price will be more volatile than the shares of such larger, more established companies for the indefinite future.

In addition to the factors discussed in this “Risk Factors” section, price declines in our common stock could also result from general market and economic conditions and a variety of other factors, including:

• announcements of technological innovations, patents or new products by our competitors;

• announcements concerning our competitors, or the industry in which we compete in general;

• developments concerning any strategic alliances or acquisitions we may enter into;

• changes in recommendations by securities analysts or lack of analyst coverage;

• our inability, or the perception by investors that we will be unable, to continue to meet all applicable requirements for continued listing of our common stock on the Nasdaq Global Market, and the possible delisting of our common stock;

• sales of our common stock by our executive officers, directors and principal stockholders or sales of substantial amounts of common stock; and

In the past, following periods of volatility in the market price of a particular company’s securities, litigation has often been brought against that company. Any such lawsuit could consume resources and Management time and attention, which could adversely affect our business.

If the Business Combination’s benefits do not meet the expectations of investors or securities analysts, the market price of our securities may decline.

If the benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of our securities may decline. The market values of our securities at the time of the Business Combination may vary significantly from their prices on the date the Merger Agreement was executed, the date of this proxy statement, or the date on which our stockholders vote on the Business Combination.

In addition, following the Business Combination, fluctuations in the price of our securities could contribute to the loss of all or part of your investment. Prior to the Business Combination, there has not been a public market for Cardio’s securities. Accordingly, the valuation ascribed to Cardio’s common shares in the Business Combination may not be indicative of the actual price that will prevail in the trading market following the Business Combination. If an active market for our securities develops and continues, the trading price of our securities following the Business Combination could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond our control. Our securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of our securities may not recover and may experience a further decline, which could have a material adverse effect on your investment in our securities.

Factors affecting the trading price of the post-combination company’s securities following the Business Combination may include:

• actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us;

• the public’s reaction to our press releases, our other public announcements and our filings with the SEC;

• our operating results failing to meet the expectation of securities analysts or investors in a particular period;

• changes in financial estimates and recommendations by securities analysts concerning the post-combination company or the market in general;

• operating and stock price performance of other companies that investors deem comparable to the post-combination company;

• commencement of, or involvement in, litigation involving the post-combination company;

• changes in the post-combination company’s capital structure, such as future issuances of securities or the incurrence of additional debt;

• sales of substantial amounts of common stock by our directors, officers or significant stockholders or the perception that such sales could occur; and

• general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations and acts of war or terrorism.

Broad market and industry factors may materially harm the market price of our securities irrespective of our operating performance. The stock market in general and Nasdaq have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of our securities, may not be predictable. A loss of investor confidence in the market for the stocks of other companies that investors perceive to be similar to the post-combination company could depress our stock price regardless of our business, prospects, financial conditions or results of operations. A decline in the market price of our securities also could adversely affect our ability to issue additional securities and our ability to obtain additional financing in the future.

If securities or industry analysts do not publish research or publish unfavorable research about our business, our stock price and trading volume could decline.

The trading market for our common stock will depend in part on the research and reports that securities or industry analysts publish about us, our business, our market, or our competitors. Securities and industry analysts do not currently, and may never, publish research on the company. Because the Business Combination will result in Cardio being acquired by a special purpose acquisition company (“SPAC”), research coverage from industry analysts may be limited. If no securities or industry analysts commence coverage of our company, our stock price and trading volume could be negatively impacted.

If any of the analysts who may cover the company change their recommendation regarding our stock adversely, provide more favorable relative recommendations about our competitors or publishes inaccurate or unfavorable research about our business, our stock price would likely decline. If any analyst who may cover us ceases coverage of us or fails to publish reports on us regularly, demand for our stock could decrease, which could cause our stock price and trading volume to decline.

Furthermore, if one or more of the analysts who do cover us downgrade our securities stock, its price would likely decline. If one or more of these analysts cease coverage of us, we could lose market visibility, which in turn could cause the price of our securities to decline.

We may fail to realize any or all of the anticipated benefits of the Business Combination.

The success of the Business Combination will depend, in part, on our ability to successfully manage and deploy the cash received upon the consummation of the Business Combination. Although we intend to use the cash received upon the consummation of the Business Combination for the continued development of our product candidates, there can be no assurance that we will be able to achieve our intended objectives.

We have broad discretion in the use of our existing cash, cash equivalents and the net proceeds from the Business Combination and may not use them effectively.

Our Management will have broad discretion in the application of our existing cash, cash equivalents and the net proceeds from the Business Combination, and you will not have the opportunity as part of your investment decision to assess whether such proceeds are being used appropriately. Because of the number and variability of factors that will determine our use of our existing cash, cash equivalents and the net proceeds from the Business Combination, their ultimate use may vary substantially from their currently intended use. Our Management might not apply our cash resources in ways that ultimately increase the value of your investment. The failure by our Management to apply these funds effectively could harm our business. Pending their use, we may invest our cash resources in short-term, investment-grade, interest-bearing securities. These investments may not yield a favorable return to our stockholders.

A significant number of shares of our common stock are subject to issuance upon exercise of outstanding warrants and options, which upon such exercise may result in dilution to our security holders.

• 3,250,000 public warrants, exercisable at a price of $11.50 per share, subject to adjustment and subject to MANA having an effective registration on file with the SEC which allows for the exercise for cash of the Public Warrants;

• 2,500,000 warrants issued to the Sponsor, exercisable at a price of $11.50 per share;

• approximately 1,692,206 Exchanged Options that we expect to issue in exchange for Cardio options with an expected exercise price of $4.05 per share; and

• approximately 2,231,552 warrants that we expect to issue in exchange for outstanding Cardio warrants, with expected exercise prices ranging between $4.05 and $6.37 per share.

Warrants and options may be exercised only for a whole number of shares of MANA’s common stock. To the extent such warrants and options are exercised, additional shares of our common stock will be issued, which will result in dilution to the then existing holders of common stock of MANA and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market could adversely affect the market price of our common stock.

We have never paid dividends on our common stock, and we do not anticipate paying any cash dividends on our common stock in the foreseeable future.

We have never declared or paid cash dividends on our common stock. We do not anticipate paying any cash dividends on our common stock in the foreseeable future. We currently intend to retain all available funds and any future earnings to fund the development and growth of our business. As a result, capital appreciation, if any, of our common stock will be our stockholders’ sole source of gain for the foreseeable future.

Sales of a substantial number of shares of our common stock in the public market by our existing stockholders could cause our stock price to decline.

Sales of a substantial number of shares of our common stock in the public market or the perception that these sales might occur, could depress the market price of our common stock and could impair our ability to raise capital through the sale of additional equity securities. We are unable to predict the effect that sales may have on the prevailing market price of our common stock.

Our Amended and Restated Certificate of Incorporation designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by the Company’s stockholders, which could limit the Company’s stockholders’ ability to obtain a favorable judicial forum for disputes with the Company or its directors, officers and employees.

Our Amended and Restated Certificate of Incorporation will require, unless we consent in writing to the selection of an alternative forum, that (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee to us or our stockholders, (iii) any action asserting a claim against us, our directors, officers or employees arising pursuant to any provision of the DGCL or our Amended and Restated Certificate of Incorporation or bylaws, or (iv) any action asserting a claim against us, our directors, officers or employees governed by the internal affairs doctrine may be brought only in the Court of Chancery in the State of Delaware, except any claim (A) as to which the Court of Chancery of the State of Delaware determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, (C) for which the Court of Chancery does not have subject matter jurisdiction, or (D) any action arising under the Securities Act of 1933 or the Securities Exchange Act of 1934. This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with the Company or its directors, officers or other employees, which may discourage such lawsuits against the Company and its directors, officers and employees. Alternatively, if a court were to find these provisions of the amended and restated certificate of incorporation inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our Management and board of directors.

This provision would not apply to any action brought to enforce a duty or liability created by the Exchange Act and inclusive of rules and regulations thereunder. Section 22 of the Securities Act establishes concurrent jurisdiction for federal and state courts over Securities Act claims. Accordingly, both state and federal courts have jurisdiction to hear such claims.

Any person or entity purchasing or otherwise acquiring or holding or owning (or continuing to hold or own) any interest in any of the Company’s securities shall be deemed to have notice of and consented to the foregoing bylaw provisions. Although we believe these exclusive forum provisions benefit the Company by providing increased consistency in the application of Delaware law and federal securities laws in the types of lawsuits to which each applies, the exclusive forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum of its choosing for disputes with the Company or the Company’s current or former directors, officers, stockholders or other employees, which may discourage such lawsuits against the Company and its current and former directors, officers, stockholders and other employees. In addition, a stockholder that is unable to bring a claim in the judicial forum of its choosing may be required to incur additional costs in the pursuit of actions which are subject to the exclusive forum provisions described above. The Company’s stockholders will not be deemed to have waived its compliance with the federal securities laws and the rules and regulations thereunder as a result of the Company’s exclusive forum provisions.

Further, the enforceability of similar exclusive forum provisions in other companies’ organizational documents has been challenged in legal proceedings and it is possible that a court of law could rule that these types of provisions are inapplicable or unenforceable if they are challenged in a proceeding or otherwise. If a court were to find either exclusive forum provision contained in the Company’s bylaws to be inapplicable or unenforceable in an action, the Company may incur significant additional costs associated with resolving such action in other jurisdictions, all of which could harm the Company’s results of operations.

The Company’s anti-takeover provisions could prevent or delay a change in control of the company, even if such change in control would be beneficial to its stockholders.

Provisions of the Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, as well as provisions of Delaware law could discourage, delay or prevent a merger, acquisition or other change in control of the company, even if such change in control would be beneficial to its stockholders. These provisions include:

• the authority to issue “blank check” preferred stock that could be issued by the Board of Directors to increase the number of outstanding shares and thwart a takeover attempt;

• requiring all stockholder actions to be taken at a meeting of its stockholders; and

• its advance notice requirements for nominations for election to the Board of Directors or for proposing matters that can be acted upon by stockholders at stockholder meetings.

These provisions could also discourage proxy contests and make it more difficult for you and other stockholders to elect directors of your choosing and cause the Company to take other corporate actions you desire. In addition, because the Board of Directors is responsible for appointing the members of its Management team, these provisions could in turn affect any attempt by its stockholders to replace current members of its Management team.

In addition, the Delaware General Corporation Law (the “DGCL”), to which the post-combination Company is subject, prohibits it, except under specified circumstances, from engaging in any mergers, significant sales of stock or assets or business combinations with any stockholder or group of stockholders who owns at least 15% of its common stock.

This proxy statement contains forward-looking statements. Forward-looking statements provide our current expectations or forecasts of future events. Forward-looking statements include statements about our expectations, beliefs, plans, objectives, intentions, assumptions and other statements that are not historical facts. Words or phrases such as “anticipate,” “believe,” “continue,” “estimate,” “expect,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “will” or similar words or phrases, or the negatives of those words or phrases, may identify forward-looking statements, but the absence of these words does not necessarily mean that a statement is not forward-looking. Examples of forward-looking statements in this proxy statement include, but are not limited to, statements regarding our disclosure concerning our operations, cash flows and financial position.

Forward-looking statements appear in a number of places in this proxy statement including, without limitation, in the sections entitled “Management’s Discussion and Analysis of Financial Conditions and Results of Operations of Cardio,” and “Cardio’s Business.” The risks and uncertainties include, but are not limited to:

• the ability to generate revenues, and raise sufficient financing to meet working capital requirements;

• the ability to pursue and effectively develop new product opportunities and acquisitions and to obtain value from such product opportunities and acquisitions;

• market acceptance of Cardio’s services and new services from time to time and ability to identify or discover additional product and service candidates;

• protection of Cardio’s intellectual property rights and compliance with the terms and conditions of current and future licenses with third parties;

• infringement on the intellectual property rights of third parties and claims for remuneration or royalties for assigned service invention rights;

• the ability to attract and retain key employees or to enforce the terms of noncompetition agreements with employees;

• political, economic and social instability resulting from the COVID-19 pandemic or other pandemics which may occur;

• other factors discussed in the section of this proxy statement entitled “Risk Factors” beginning on page [_].

Forward-looking statements are subject to known and unknown risks and uncertainties and are based on potentially inaccurate assumptions that could cause actual results to differ materially from those expected or implied by the forward-looking statements. Actual results could differ materially from those anticipated in forward-looking statements for many reasons, including the factors described in “Risk Factors” in this proxy statement. Accordingly, you should not rely on these forward-looking statements, which speak only as of the date of this proxy statement. We undertake no obligation to publicly revise any forward-looking statement to reflect circumstances or events after the date of this proxy statement or to reflect the occurrence of unanticipated events. You should, however, review the factors and risks we describe in the reports we will file from time to time with the SEC after the date of this proxy statement.

We are furnishing this proxy statement to the MANA stockholders as part of the solicitation of proxies by our Board of Directors for use at the special meeting of MANA stockholders to be held on __________, 2022 and at any adjournment or postponement thereof. This proxy statement is first being furnished to our stockholders on or about __________, 2022 in connection with the vote on the following proposals: (i) the Business Combination Proposal, (ii) the Charter Amendment Proposal, (iii) the Equity Plan Adoption Proposal, (iv) the Nasdaq 20% Proposal, (v) the Director Election Proposal, and (vi) the Adjournment Proposal. This document provides you with the information you need to know to be able to vote or instruct your vote to be cast at the special meeting.

The special meeting of stockholders will be held on __________, 2022 at __:00 a.m.

In light of ongoing developments related to the novel coronavirus (COVID-19), after careful consideration, MANA has determined that the special meeting will be a virtual meeting conducted exclusively via live webcast in order to facilitate stockholder attendance and participation while safeguarding the health and safety of our stockholders, directors and Management team. You or your proxyholder will be able to attend the virtual special meeting online, vote, view the list of stockholders entitled to vote at the special meeting and submit questions during the special meeting by visiting https://[ ] and using a control number assigned by Continental Stock Transfer & Trust Company. Additionally, you have the option to listen to the special meeting by dialing +1-888-965-8995 (toll-free within the U.S. and Canada) or +1-415-655-0243 (outside of the U.S. and Canada, standard rates apply). The passcode for telephone access is 98763184#, but please note that you cannot vote or ask questions if you choose to participate telephonically. To register and receive access to the virtual meeting, registered stockholders and beneficial stockholders (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in this proxy statement. The record date for the special meeting is __________, 2022. Only stockholders of record at the close of business on that date may vote at the special meeting or any adjournment thereof. A complete list of our stockholders of record entitled to vote at the special meeting will be available for ten days before the special meeting at our principal executive offices for inspection by stockholders during ordinary business hours for any purpose germane to the special meeting.

Pre-registration at https://[ ] is recommended but is not required in order to attend.

Any stockholder wishing to attend the virtual meeting should register for the meeting by __________, 2022. To register for the special meeting, please follow these instructions as applicable to the nature of your ownership of our common stock:

• If your shares are registered in your name with Continental Stock Transfer & Trust Company and you wish to attend the online-only special meeting, go to https://[ ], enter the 12-digit control number included on your proxy card or notice of the meeting and click on the “Click here to preregister for the online meeting” link at the top of the page. Just prior to the start of the meeting you will need to log back into the meeting site using your control number. Pre-registration is recommended but is not required in order to attend.

• Beneficial stockholders (those holding shares through a stock brokerage account or by a bank or other holder of record) who wish to attend the virtual meeting must obtain a legal proxy by contacting their account representative at the bank, broker, or other nominee that holds their shares and e-mail a copy (a legible photograph is sufficient) of their legal proxy to proxy@continentalstock.com. Beneficial stockholders who e-mail a valid legal proxy will be issued a 12-digit meeting control number that will allow them to register to attend and participate in the special meeting. After contacting Continental Stock Transfer & Trust Company, a beneficial holder will receive an e-mail prior to the meeting with a link and instructions for entering the virtual meeting. Beneficial stockholders should contact Continental Stock Transfer & Trust Company at least five business days prior to the meeting date in order to ensure access.

At the special meeting of stockholders, we are asking holders of MANA Shares to approve the following proposals:

• To approve the Merger Agreement, dated as of May 27, 2022, by and among MANA, Cardio. the Shareholders’ Representative and Merger Sub, and the transactions contemplated thereby, (collectively referred to as the “Business Combination”). This proposal is referred to as the “Business Combination Proposal” or “Proposal No. 1.”

• To approve an amendment to the Company’s Amended and Restated Certificate of Incorporation, substantially in the form attached to the accompanying proxy statement as Annex B, in connection with the Business Combination in order to change the name of the public entity to “Cardio Diagnostics Holdings Inc.” from “Mana Capital Acquisition Corp.” This proposal is referred to as the “Charter Amendment Proposal” or “Proposal No. 2.”

• To approve the Mana Capital Acquisition Corp. 2022 Omnibus Incentive Plan. This proposal is referred to as the “Equity Plan Adoption Proposal” or “Proposal No. 3.”

• To approve the issuance of more than 20% of the issued and outstanding common stock of MANA pursuant to the terms of the Merger Agreement, as required by Listing Rules 5635(a), (b), and (d) of the Nasdaq Global Market. This proposal is referred to as the “Nasdaq 20% Proposal” or “Proposal No. 4.”

After careful consideration of the terms and conditions of the Merger Agreement, the Board of Directors of MANA has determined that the Business Combination and the transactions contemplated thereby are fair to and in the best interests of MANA and its stockholders. In reaching its decision with respect to the Business Combination and the transactions contemplated thereby, the Board of Directors of MANA reviewed various industry and financial data and the due diligence and evaluation materials provided by Cardio, including financial information related to its current operations and business plan and its potential future expansion, and the fairness opinion provided to it by The Benchmark Company, LLC, MANA’s Board of Directors recommends that MANA stockholders vote:

MANA’s Board of Directors have interests that may be different from or in addition to your interests as a stockholder. See “The Business Combination Proposal — Interests of Certain Persons in the Business Combination” in this proxy statement for further information.

We have fixed the close of business on __________, 2022, as the “record date” for determining those MANA stockholders entitled to notice of and to vote at the special meeting. As of the close of business on the record date, there were ____________ shares of common stock of MANA issued and outstanding and entitled to vote. Each holder of MANA Shares is entitled to one vote per share on each of the Proposal described herein.

As of the Record Date, MANA’s Sponsor and other initial stockholders, either directly or beneficially, owned and were entitled to vote 1,625,000 shares of common stock, or approximately 20% of MANA’s issued and outstanding common stock. With respect to the Business Combination, MANA’s Sponsor and other initial stockholders have agreed to vote their respective shares of common stock owned by them in favor of the Business Combination Proposal and the other Proposals.

A quorum of MANA stockholders is necessary to hold a valid meeting. The presence in person or by proxy of a majority of the outstanding shares of Common Stock entitled to vote at the special meeting is necessary to constitute a quorum at the special meeting. A stockholder’s failure to vote by proxy or to vote in person at the special meeting (which would include voting at the virtual special meeting) will not be counted towards the number of shares of common stock required to validly establish a quorum. Votes of stockholders of record who participate in the special meeting or by proxy, including votes to abstain on the proposals, will be counted as present for purposes of determining whether a quorum exists. If you are a beneficial owner (as defined below) of shares of the Company’s common stock and you do not instruct your bank, broker or other nominee how to vote your shares on any of the proposals (also referred to as broker non-votes), your shares will not be counted as present at the special meeting for purposes of determining whether a quorum exists.

Approval of the Business Combination Proposal, the Equity Plan Adoption Proposal, the Nasdaq 20% Proposal and the Adjournment Proposal will each require the affirmative vote of a majority of the outstanding shares of our Common Stock present in person (through the virtual meeting platform) or represented by proxy and entitled to vote at the special meeting, or any adjournment thereof. Abstentions will have the effect of a vote “AGAINST” each of these proposals. Broker non-votes will have no effect on the vote for these proposals.

The approval of the Charter Amendment Proposal requires the affirmative vote in person (through the virtual meeting platform) or by proxy of the holders of a majority of all the outstanding shares of MANA Common Stock entitled to vote thereon at the special meeting. Accordingly, abstentions or a broker non-vote will have the same effect as a vote AGAINST this proposal.

Our Board unanimously recommends that you vote “FOR” each of these proposals and “FOR” each of the director nominees.

If you are a stockholder of record, you may vote by mail or at the special meeting. Each share of our common stock that you own in your name entitles you to one vote on each of the proposals on which you are entitled to vote at the special meeting. Your one or more proxy cards show the number of shares of our common stock that you own.

Voting by Mail. You can vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the proxy card to vote your shares at the special meeting in the manner you indicate. We encourage you to sign and return the proxy card even if you plan to attend the special meeting so that your shares will be voted if you are unable to attend the special meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares of our common stock will be voted as recommended by our Board. Our Board recommends voting “FOR” the Business Combination Proposal, “FOR” the Charter Amendment Proposal, “FOR” the Equity Plan Adoption Proposal, “FOR” the Nasdaq 20% Proposal, “FOR” the Director Election Proposal, and “FOR” the Adjournment Proposal. To ensure that votes submitted by mail are counted, votes submitted by mail must be received by __:00 a.m., Eastern time, on __________, 2022.

Voting at the Special Meeting. If you attend the special meeting, you may also submit your vote at the special meeting via the special meeting website at https://[ ], in which case any votes that you previously submitted by mail will be superseded by the vote that you cast at the special meeting.

If your shares are held in an account at a brokerage firm, bank or other nominee, then you are the beneficial owner of shares held in “street name” and this proxy statement is being sent to you by that broker, bank or other nominee. The broker, bank or other nominee holding your account is considered to be the stockholder of record for purposes of voting at the special meeting. As a beneficial owner, you have the right to direct your broker, bank or other nominee regarding how to vote the shares in your account by following the instructions that the broker, bank or other nominee provides you along with this proxy statement. As a beneficial owner, if you wish to vote at the special meeting, you will need to obtain a legal proxy from your bank, broker, or other nominee and e-mail a copy (a legible photograph is sufficient) of the legal proxy to proxy@continentalstock.com. You will then be issued a 12-digit meeting control number that will allow you to register to attend and participate in the special meeting.

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF THE BUSINESS COMBINATION PROPOSAL (AS WELL AS THE OTHER PROPOSALS). IN ORDER TO REDEEM YOUR SHARES, YOU MUST CONTINUE TO HOLD YOUR SHARES THROUGH THE CLOSING DATE OF THE BUSINESS COMBINATION AND TENDER YOUR PHYSICAL STOCK CERTIFICATE TO OUR TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE DATE OF THE SPECIAL MEETING. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO ELECTRONICALLY TRANSFER YOUR SHARES TO THE DTC ACCOUNT OF CONTINENTAL STOCK TRANSFER & TRUST COMPANY, OUR TRANSFER AGENT, AT LEAST TWO DAYS PRIOR TO THE DATE OF THE SPECIAL MEETING.

If you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following:

• if you are a record holder, you may notify our corporate secretary in writing before the special meeting that you have revoked your proxy at Mana Capital Acquisition Corp., 8 The Green, Suite #12490, Dover, Delaware 19901, Attn: Chief Executive Officer; or our solicitation agent, Advantage Proxy at 1 (877) 870-8565.

• you may attend the special meeting, revoke your proxy, and vote in person, as indicated above.

If you have any questions about how to vote or direct a vote in respect of your common stock, you may call Advantage Proxy, our proxy solicitor, at (877) 870-8565 or MANA at (302) 289-8280.

This special meeting has been called only to consider the approval of the Business Combination and the five other proposals stated herein. Under MANA’s Amended and Restated Certificate of Incorporation, other than procedural matters incident to the conduct of the special meeting, no other matters may be considered at the special meeting if they are not included in the notice of the special meeting.

Pursuant to MANA’s Amended and Restated Certificate of Incorporation, a holder of MANA Shares may demand that MANA redeem such common stock for cash in connection with a business combination. You may not elect to redeem your shares prior to the completion of a business combination.

If you are a public stockholder and you seek to have your shares redeemed, you must (i) demand, no later than 5:00 p.m., Eastern time on __________, 2022 (two (2) business days before the special meeting), that MANA redeem your shares into cash; and (ii) submit your request in writing to MANA’s transfer agent, at the address listed at the end of this section and delivering your shares to MANA’s transfer agent physically or electronically using the DWAC system at least two (2) business days prior to the vote at the meeting. In order to validly request redemption, you must either make a request for redemption on the proxy card or separately send a request in writing to MANA’s transfer agent. The proxy card or separate request must be signed by the applicable stockholder in order to validly request redemption.

You may tender the MANA Shares for which you are electing redemption by two (2) business days before the special meeting by either:

• Delivering certificates representing MANA’s Shares to MANA’s transfer agent, or

MANA stockholders will be entitled to redeem their MANA Shares for a full pro rata share of the trust account (currently anticipated to be no less than approximately $______ per share), net of taxes payable.

Any corrected or changed written demand of redemption rights must be received by MANA’s transfer agent two (2) business days prior to the special meeting. No demand for redemption will be honored unless the holder’s shares have been delivered (either physically or electronically) to the transfer agent at least two (2) business days prior to the vote at the meeting.

Public stockholders may seek to have their shares redeemed regardless of whether they vote for or against the Business Combination. Any public stockholder who voted on the Business Combination Proposal and holds shares of MANA on or before __________, 2022 (two (2) business days before the special meeting) will have the right to demand that his, her or its shares be redeemed for a pro rata share of the aggregate amount then on deposit in the trust account, less any taxes then due but not yet paid, at the consummation of the Business Combination.

In connection with tendering your shares for redemption, you must elect either to physically tender your share certificates to MANA’s transfer agent or deliver your shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, in each case, by the business day prior to the special meeting.

Through the DWAC system, this electronic delivery process can be accomplished by contacting your broker and requesting delivery of your shares through the DWAC system. Delivering shares physically may take significantly longer. In order to obtain a physical stock certificate, a stockholder’s broker and/or clearing broker, DTC, and MANA’s transfer agent will need to act together to facilitate this request. There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker a fee and the broker would determine whether or not to pass this cost on to the redeeming holder. It is MANA’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. MANA does not have any control over this process or over the brokers or DTC, and it may take longer than two weeks to obtain a physical stock certificate. Stockholders who request physical stock certificates and wish to redeem may be unable to meet the deadline for tendering their MANA Shares before exercising their redemption rights and thus will be unable to redeem their MANA Shares.

In the event that a stockholder tenders its MANA Shares and decides prior to the consummation of the Business Combination that it does not want to redeem its MANA Shares, the stockholder may withdraw the tender. In the event that a stockholder tenders MANA Shares and the Business Combination is not completed, these MANA Shares will not be redeemed for cash and the physical certificates representing these MANA Shares will be returned to the stockholder promptly following the determination that the Business Combination will not be consummated. MANA anticipates that a stockholder who tenders MANA Shares for redemption in connection with the vote to approve the Business Combination would receive payment of the redemption price for such MANA Shares soon after the completion of the Business Combination.

If properly demanded by MANA’s public stockholders, MANA will redeem each share into a pro rata portion of the funds available in the Trust Account, calculated as of two business days prior to the anticipated consummation of the Business Combination. As of the record date, this would amount to approximately $____ per share, net of taxes payable. If you exercise your redemption rights, you will be exchanging your MANA Shares for cash and will no longer own the MANA Shares.

Notwithstanding the foregoing, a holder of the public shares, together with any affiliate of his or her or any other person with whom he or she is acting in concert or as a “group” (as defined in Section 13(d)-(3) of the Exchange Act) will be restricted from seeking redemption rights with respect to more than 15% of the MANA Shares.

If too many public stockholders exercise their redemption rights, we may not be able to meet certain conditions, and as a result, would not be able to proceed with the Business Combination.

Tendering Common Stock Share Certificates in connection with Redemption Rights

MANA is requiring the MANA public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to MANA’s transfer agent, or to deliver their shares to the transfer agent electronically using Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option at least two (2) business days prior to the special meeting. There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC System. The transfer agent will typically charge the tendering broker a fee and it would be up to the broker whether to pass this cost on to the redeeming holder. However, this fee would be incurred regardless of whether MANA requires holders seeking to exercise redemption rights to tender their MANA Shares. The need to deliver MANA Shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated.

Any request for redemption, once made, may be withdrawn at any time up to the business day immediately preceding the consummation of the proposed Business Combination. Furthermore, if a stockholder delivered his certificate for redemption and subsequently decided prior to the date immediately preceding the consummation of the proposed Business Combination not to elect redemption, he may simply request that the transfer agent return the certificate (physically or electronically).

A redemption payment will only be made in the event that the proposed Business Combination is consummated. If the proposed Business Combination is not completed for any reason, then public stockholders who exercised their redemption rights would not be entitled to receive the redemption payment. In such case, MANA will promptly return the share certificates to the public stockholder.

This section is a general summary of the material U.S. federal income tax provisions relating to the redemption of MANA’s common stock in connection with a business combination. This section does not address any aspect of U.S. federal gift or estate tax, or the state, local or non-U.S. tax consequences of an investment in our securities, nor does it provide any actual representations as to any tax consequences of the acquisition, ownership or disposition of our securities.

The discussion below of the U.S. federal income tax consequences to “U.S. Holders” will apply to a beneficial owner of our securities that is for U.S. federal income tax purposes:

• a corporation (or other entity treated as a corporation) that is created or organized (or treated as created or organized) in or under the laws of the United States, any state thereof or the District of Columbia

• an estate whose income is includible in gross income for U.S. federal income tax purposes regardless of its source, or

• a trust if (i) a U.S. court can exercise primary supervision over the trust’s administration and one or more U.S. persons are authorized to control all substantial decisions of the trust, or (ii) it has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.

This discussion is based on the Internal Revenue Code of 1986, as amended (the “Code”), its legislative history, Treasury regulations promulgated thereunder, published rulings and court decisions, all as currently in effect. These authorities are subject to change or differing interpretations, possibly on a retroactive basis.

This discussion does not address all aspects of U.S. federal income taxation that may be relevant to any particular holder based on such holder’s individual circumstances. In particular, this discussion considers only the redemption of our shares of common stockholders who own and hold our securities as capital assets within the meaning of Section 1221 of the Code, and does not address the potential application of the alternative minimum tax. In addition, this discussion does not address the U.S. federal income tax consequences to holders that are subject to special rules, including:

• taxpayers that are subject to the mark-to-market accounting rules under Section 475 of the Code;

• persons that actually or constructively own 5 percent or more of our voting shares;

• persons that acquired our securities pursuant to an exercise of employee share options, in connection with employee share incentive plans or otherwise as compensation;

• persons that hold our securities as part of a straddle, constructive sale, hedging, conversion or other integrated transaction;

This discussion does not address any aspect of U.S. federal non-income tax laws, such as gift or estate tax laws, state, local or non-U.S. tax laws or, except as discussed herein, any tax reporting obligations of a holder of our securities. Additionally, this discussion does not consider the tax treatment of partnerships or other pass-through entities or persons who hold our securities through such entities. If a partnership (or other entity classified as a partnership for U.S. federal income tax purposes) is the beneficial owner of our securities, the U.S. federal income tax treatment of a partner in the partnership generally will depend on the status of the partner and the activities of the partnership.

We have not sought, and will not seek, a ruling from the IRS or an opinion of counsel as to any U.S. federal income tax consequence described herein. The IRS may disagree with the descriptions herein, and its determination may be upheld by a court. Moreover, there can be no assurance that future legislation, regulations, administrative rulings or court decisions will not adversely affect the accuracy of the statements in this discussion.

THIS DISCUSSION IS ONLY A SUMMARY OF THE MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE REDEMPTION OF OUR SECURITIES IN CONNECTION WITH THE BUSINESS COMBINATION. IT DOES NOT PROVIDE ANY ACTUAL REPRESENTATIONS AS TO ANY TAX CONSEQUENCES OF THE ACQUISITION, OWNERSHIP AND DISPOSITION OF OUR SECURITIES AND WE HAVE NOT OBTAINED ANY OPINION OF COUNSEL WITH RESPECT TO SUCH TAX CONSEQUENCES. AS A RESULT, EACH PROSPECTIVE INVESTOR IN OUR SECURITIES IS URGED TO CONSULT ITS OWN TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO SUCH INVESTOR OF THE ACQUISITION, OWNERSHIP AND DISPOSITION OF OUR SECURITIES, INCLUDING THE APPLICABILITY AND EFFECT OF ANY STATE, LOCAL, AND NON-U.S. TAX LAWS, AS WELL AS U.S. FEDERAL TAX LAWS AND ANY APPLICABLE TAX TREATIES.

If a U.S. Holder redeems common stock into the right to receive cash pursuant to the exercise of a stockholder redemption right, for U.S. federal income tax purposes, such conversion or sale generally will be treated as a redemption and will be subject to the following rules. If the redemption qualifies as a sale of the common stock under Section 302 of the Code:

• a U.S. Holder generally will recognize capital gain or loss in an amount equal to the difference between the amount realized and the U.S. Holder’s adjusted tax basis in the securities.

• The regular U.S. federal income tax rate on capital gains recognized by U.S. Holders generally is the same as the regular U.S. federal income tax rate on ordinary income, except that under tax law currently in effect long-term capital gains recognized by non-corporate U.S. Holders are generally subject to U.S. federal income tax at reduced rates. Capital gain or loss will constitute long-term capital gain or loss if the U.S. Holder’s holding period for the securities exceeds one year. The deductibility of capital losses is subject to various limitations. U.S. Holders who recognize losses with respect to a disposition of our securities should consult their own tax advisors regarding the tax treatment of such losses.

Whether redemption of our shares qualifies for sale treatment will depend largely on the total number of shares of MANA common stock treated as held by such U.S. Holder. The redemption of common stock generally will be treated as a sale or exchange of common stock (rather than as a distribution) if the receipt of cash upon the redemption (i) is “substantially disproportionate” with respect to a U.S. Holder, (ii) results in a “complete termination” of such holder’s interest in us or (iii) is “not essentially equivalent to a dividend” with respect to such holder. These tests are explained more fully below.

In determining whether any of the foregoing tests are satisfied, a U.S. Holder must take into account not only the MANA common stock actually owned by such holder, but also the MANA common stock that is constructively owned by such holder. A U.S. Holder may constructively own, in addition to our common stock owned directly, common stock owned by related individuals and entities in which such holder has an interest or that have an interest in such holder, as well as any common stock such holder has a right to acquire by exercise of an option, which would generally include common stock which could be acquired pursuant to the exercise of warrants. In order to meet the substantially disproportionate test, the percentage of our issued and outstanding voting shares actually and constructively owned by a U.S. Holder immediately following the redemption of our common stock must, among other requirements, be less than 80% of the percentage of our issued and outstanding voting and common stock actually and constructively owned by such holder immediately before the redemption. There will be a complete termination of a U.S. Holder’s interest if either (i) all of our common stock is actually and constructively owned by such U.S. Holder are redeemed or (ii) all of our common stock actually owned by such U.S. Holder is redeemed and such holder is eligible to waive, and effectively waives, in accordance with specific rules, the attribution of shares owned by family members and such holder does not constructively own any other shares. The redemption of the common stock will not be essentially equivalent to a dividend if such redemption results in a “meaningful reduction” of a U.S. Holder’s proportionate interest in us. Whether the redemption will result in a meaningful reduction in a U.S. Holder’s proportionate interest in us will depend on the particular facts and circumstances. However, the IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority stockholder in a publicly held corporation who exercises no control over corporate affairs may constitute such a “meaningful reduction.” U.S. Holders should consult with their own tax advisors as to the tax consequences of any such redemption.

If none of the foregoing tests are satisfied, then the redemption may be treated as a distribution a U.S. Holder generally will be required to include in gross income as dividends the amount received. Such amount will be taxable to a corporate U.S. holder at regular rates and will not be eligible for the dividends-received deduction generally allowed to domestic corporations in respect of dividends received from other domestic corporations. Distributions in excess of such earnings and profits generally will be applied against and reduce the U.S. Holder’s basis in its common stock (but not below zero) and, to the extent in excess of such basis, will be treated as gain from the sale or exchange of such common stock. With respect to non-corporate U.S. Holders, dividends may be subject to the lower applicable long-term capital gains tax rate (see above) if our common stock is readily tradeable on an established securities market in the United States and certain other requirements are met. U.S. Holders should consult their own tax advisors regarding the availability of the lower rate for any cash dividends paid with respect to our common stock. After the application of those rules, any remaining tax basis a U.S. Holder has in the redeemed common stock will be added to the adjusted tax basis in such holder’s remaining common stock. If there are no remaining common stock, a U.S. Holder should consult its own tax advisors as to the allocation of any remaining basis.

Certain U.S. Holders may be subject to special reporting requirements with respect to a redemption of common stock, and such holders should consult with their own tax advisors with respect to their reporting requirements.

Appraisal rights are not available to holders of MANA Shares in connection with the proposed Business Combination or any other Proposals.

We are soliciting proxies on behalf of our Board of Directors. This solicitation is being made by mail but also may be made by telephone or in person. MANA and its directors, officers and employees may also solicit proxies in person, by telephone or by other electronic means. MANA has engaged Solicitation Agent to assist in the solicitation of proxies for the Special Meeting. Any solicitation made and information provided in such a solicitation will be consistent with the written proxy statement and proxy card.

MANA will bear the entire cost of the proxy solicitation, including the preparation, assembly, printing, mailing and distribution of the proxy materials. MANA will pay Advantage Proxy a fee of $10,000, plus disbursements, reimburse Advantage Proxy for its reasonable out-of-pocket expenses and indemnify Advantage Proxy and its affiliates against certain claims, liabilities, losses, damages and expenses for their services as our proxy solicitor. MANA will ask banks, brokers and other nominees to forward its proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. MANA will reimburse them for their reasonable expenses.

If you send in your completed proxy card, you may still vote your shares in person if you revoke your proxy before it is exercised at the special meeting.

Prior to the closing of the Initial Public Offering, we issued an aggregate of 1,625,000 shares of Common Stock to our Sponsor, MANA Capital LLC, for an aggregate purchase price of $25,000. The Sponsor transferred an aggregate of 60,000 sponsor Shares to our two of our independent directors, Allan Liu and Loren Mortman.

In addition, in conjunction with the closing of the Initial Public Offering, the Sponsor purchased 2,500,000 warrants, each warrant to purchase one MANA Share, at a price of $1.00 per warrant. The warrants held by the Sponsor have an exercise price of $11.50 per warrant. These Private Warrants are identical to the public MANA Warrants included in the Units sold in the Initial Public Offering, except that our Sponsor has agreed that the Private Warrants and the shares of common stock issuable upon the exercise of the Private Warrants will not be transferable, assignable or saleable until after the completion of a Business Combination, subject to certain limited exceptions.

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.

Pursuant to a registration rights agreement between us and our initial stockholders, those stockholders are entitled to certain registration rights with respect to the MANA Shares and MANA Warrants held by them, as well as the underlying securities. The holders of a majority of these securities are entitled to make up to two demands that MANA register the sale of such securities. Such holders can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a business combination. MANA will bear the expenses incurred in connection with the filing of any such registration statements.

The discussion in this proxy statement of the Business Combination and the principal terms of the Merger Agreement, is subject to, and is qualified in its entirety by reference to, the Merger Agreement. The full text of the Merger Agreement is attached hereto as Annex A, which is incorporated by reference herein.

On the closing date of the Business Combination contemplated by the Merger Agreement (the “Closing”), the Merger Sub will merge with and into Cardio and Cardio will survive the merger as the surviving corporation under Delaware Law. As a result, Cardio will become a wholly-owned subsidiary of MANA. Thereafter, MANA will file with the Secretary of State of Delaware to change its name to Cardio Diagnostics Holdings Inc. pursuant to Section 242 of the Delaware General Corporation Law of the State of Delaware without further stockholder approval.

Upon the Closing, (assuming no redemptions of MANA’s Shares) in consideration for all of the outstanding capital stock of Cardio and the assumption by MANA of outstanding warrants and options, and assuming that Cardio’s closing cash at the time of the Business Combination is $9,700,000 and its closing net debt at the time of the Business Combination is $0, the aggregate exercise prices of the Cardio options and warrants is $18,698,090, and that Cardio has raised total gross proceeds of $10 million in private placements in 2022, MANA will issue the Cardio stockholders 6,366,049 MANA Shares (excluding the contingent right to 1,000,000 Earnout Shares), assume options to acquire approximately 1,692,206 MANA Shares to the holders of Cardio options, assume warrants to acquire approximately 2,231,552 MANA Shares to the holders of Cardio warrants, and assume equity rights granted by Cardio. and have an aggregate of approximately 15,419,620 shares issued and outstanding. The foregoing also gives effect to the issuance of MANA Shares upon the conversion of the MANA Rights but does not include any MANA Shares which may be issued upon exercise of 3,250,000 public warrants or 2,500,000 warrants issued to the Sponsor. Further, we have assumed that the Exchange Ratio under the Merger Agreement is 3.296. The aggregate number of MANA Shares to be issued, including shares underlying options to be issued in exchange for vested Cardio options, shall be determined by subtracting the “Closing Net Debt” of Cardio (as defined in the Merger Agreement) from the sum of agreed valuation of $75,000,000, Company Closing Cash of Cardio (as defined in the Merger Agreement), and the “Aggregate Exercise Price of Cardio (as defined in the Merger Agreement), and dividing such difference by $10.00, which represents the agreed valuation of one share of MANA Common Stock.

Of such shares to be issued at Closing, 800,000 shares of MANA common stock issuable to the Cardio stockholders shall be deposited into a third-party escrow account to serve as MANA’s exclusive security for its obligation to indemnify MANA under the Merger Agreement.

However, in the event that the factors described above under the definition of Aggregate Closing Merger Consideration is different from the assumptions stated above and/or Cardio’s capital structure prior to the Effective Time of the Closing changes, the allocation of the MANA Shares issuable to the Cardio security holders will change. The number of shares of MANA Shares that each Cardio stockholder shall receive will be equal to the product obtained by multiplying the number of shares of common stock of Cardio held by such stockholders by the Exchange Ratio (as defined in the Merger Agreement).

Pursuant to the terms of the Merger Agreement, holders of Cardio common stock will also receive, in the aggregate, up to an additional 1,000,000 shares of Common Stock (the “Earnout Shares”) in four equal tranches if, during the period from the Closing through and including the fourth anniversary of the date of the Closing, the dollar volume-weighted average price of Common Stock (as determined in accordance with the Merger Agreement) equals or exceeds $12.50, $15.00, $17.50 and $20.00, respectively, and in each instance, subject to adjustment for stock splits, reverse stock splits and other similar events of recapitalization, per share for thirty (30) of any forty (40) consecutive trading days commencing after the Closing on the Nasdaq or any other national securities exchange, as applicable for each of such four tranches, respectively. The Earnout Shares will be allocated on a pro rata basis among the members of the Stockholder Earnout Group, which, as defined in the Merger Agreement, includes Cardio stockholders who have received, or are entitled to receive, any per share Merger Consideration in accordance with the Merger Agreement.

In early May 2022, Cardio completed a private placement of units that it had commenced in late 2021. The units consisting of one share of its common stock and one-half warrant to purchase common stock. The warrants that are a component of the units are exercisable, only as whole warrants, at the same price as the unit purchase price. In this final closing of the 2021 financing in May 2022, Cardio sold 411,988 units at $13.35 per unit, for total gross proceeds of approximately $5,500,000.

In late May 2022, Cardio commenced a new private placement of units. Again, the units consisted of one share of common stock and one-half warrant to purchase common stock. The unit purchase price of this new financing was $21.29 per unit, and the exercise price of the warrants is $21.29 per share, subject to adjustment. Cardio received and accepted subscriptions for a total of 287,138 units, for aggregate gross proceeds of approximately $6,113,168 in this private placement. The final closing was held on August 5, 2022. The total cash Cardio has received in 2022 through sales of its common stock and warrants in private placements aggregated approximately $11,613,168. All holders of Cardio common stock on the Closing Date of the Merger, including the purchasers of units in the private placement, are entitled to participate in the allocation of the MANA Shares on a pro rata basis.

In connection with the private placements, Cardio retained the services of Emerson Equity LLC, as placement agent, which has been or will be paid 10% of the gross proceeds as a placement agent fee. In addition, the placement agent has been or will be issued warrants to purchase that number of shares of common stock equal to 60% of the total number of warrant shares underlying the warrants that are a component of the units being sold in the private placement and will be exercisable at the same exercise price as the investor warrants. The Placement Agent Warrants will be exercisable on 61 days’ prior notice and will expire five years after the date of issuance. None of the securities issued in connection with the Cardio private placement have registration rights.

Based on the assumed Exchange Ratio, outstanding warrants and options of Cardio shall be exchanged for an aggregate of approximately 2,231,552 warrants and 1,692,206 options to be issued by MANA upon the closing. Each warrant and option to be exchanged, will be converted into a warrant or option to purchase a number of shares of MANA Common Stock equal to the product (rounded down to the nearest whole number) of (i) the number of shares of MANA Common Stock subject to such warrant or option immediately prior to the Closing and (ii) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per share of such warrant or option immediately prior to the effective time of the Closing divided by (B) Exchange Ratio.

In addition, Cardio granted equity rights corresponding to approximately 1% of its common stock on a pre-closing basis which rights may be assumed by MANA upon the closing.

Mana Capital Acquisition Corp. was formed on May 19, 2021 formed under the laws of the State of Delaware, as a blank check company for the purpose of engaging in a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination, with one or more target businesses or entities. Our efforts to identify a prospective target business will not be limited to a particular industry or geographic region, although we intend to focus our search on target businesses operating in North America, Europe and Asia in the healthcare, technology, green economy, and consumer products sectors. We believe that we will add value to these businesses primarily by providing them with access to the U.S. capital markets.

Under Nasdaq listing rules, any SPAC, including MANA, can only proceed with a business combination if the SPAC has net tangible assets of at least $5,000,001 at completion of the transaction. Further, Nasdaq rules require that our business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the trust account (excluding taxes payable on the interest earned on the trust account) (at least $52,000,000) at the time of our signing a definitive agreement in connection with our business combination. The fair market value of the target or targets will be determined by our board of directors based upon one or more standards generally accepted by the financial community (such as actual and potential sales, earnings, cash flow and/or book value). Although our board of directors will rely on generally accepted standards, our board of directors will have discretion to select the standards employed. In addition, the application of the standards generally involves a substantial degree of judgment. Accordingly, investors will be relying on the business judgment of the board of directors in evaluating the fair market value of the target or targets.

In connection with MANA’s formation, the Sponsor (MANA Capital LLC) acquired a total of 1,625,000 shares of the Company’s common stock for an aggregate purchase price of $25,000. The Sponsor subsequently transferred a total of 60,000 shares to two directors of the Company.

Our Registration Statement on Form S-1 was declared effective by the SEC on November 22, 2021. Ladenburg Thalmann & Co., Inc., acted as lead bookrunner for our initial public offering. On November 26, 2021, we consummated our initial public offering of 6,200,000 units. Each unit consists of one share of common stock, par value $0.00001 per share, one-half of one redeemable warrant, with each whole warrant entitling the holder thereof to purchase one share of common stock for $11.50 per share, subject to adjustment, and one right to receive one-seventh (1/7) of one share of common stock upon the consummation of our initial business combination. The units were sold at a price of $10.00 per unit, generating gross proceeds to us of $62,000,000. In connection with our initial public offering, the underwriters were granted a 45-day option to purchase up to 930,000 additional units to cover over-allotments, if any. On November 30, 2021, the underwriters purchased an additional 300,000 units pursuant to the partial exercise of the over-allotment option. The additional units were sold at an offering price of $10.00 per unit, generating additional gross proceeds of $3,000,000.

Simultaneously with the consummation of the initial public offering, we completed the private sale of an aggregate of 2,500,000 private warrants to our Sponsor at a purchase price of $1.00 per private warrant, generating gross proceeds to the Company of $2,500,000.

A total of $65,000,000 of the proceeds from our IPO were placed in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company, acting as trustee.

In accordance with MANA’s Amended and Restated Certificate of Incorporation, the amounts held in the trust account may only be used by MANA upon the consummation of a business combination, except that there can be released to MANA, from time to time, any interest earned on the funds in the trust account that it may need to pay its tax obligations. The remaining interest earned on the funds in the trust account will not be released until the earlier of the completion of a business combination or MANA’s liquidation.

Under its amended and restated certificate of incorporation, MANA has until August 26, 2022 to consummate a business combination, which is nine months from the closing of our Initial Public Offering. However, 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 of time to consummate a business combination up to 12 times, each by an additional one month (for a total of up to 21 months to complete a business combination), subject to our board of directors authorizing such extension and the sponsor or its affiliates or designees depositing additional funds into the trust account as set out below. Pursuant to the terms of our amended and restated certificate of incorporation and the trust agreement entered into between us and Continental Stock Transfer & Trust Company and based upon the actual number of units sold, including a partial exercise of the over-allotment option, in order to extend the time available for us to consummate our initial business combination, our board of directors would adopt a resolution approving such extension and our founders or their respective affiliates or designees (which may include the potential target business), upon five days advance notice prior to each applicable deadline, must deposit into the trust account $216,667 (approximately $0.0333 per public share) for each one-month extension, up to an aggregate of $2,600,000, or $0.40 per public share (for an aggregate of 12 months), on or prior to the date of the applicable deadline, for each extension. The insiders or sponsor (or their respective affiliates or designees) providing such additional funds will receive non-interest bearing, unsecured promissory notes equal to the amount of any such deposit. Any such loan would be interest free and 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. Under the Merger Agreement, such notes will convert upon consummation of our business combination into MANA Shares at the price of $10.00 per Share. Public stockholders will not be offered the opportunity to vote on or redeem their shares in connection with such extension. If we are unable to consummate our initial business combination within such time period, we will distribute the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account (net of taxes payable), pro rata to our public stockholders, by way of redemption of their shares, and thereafter cease operations except for the purpose of winding up our affairs, as further described herein.

Immediately after closing the Initial Public Offering, the officers and directors of MANA began to contact potential candidates for a business combination. In addition, we were contacted by a number of individuals and entities with respect to business combination opportunities.

MANA’s evaluated each candidate in the context of the screening criteria established by its Management, which included:

• those which have exhibited strong growth in revenue or profit in recent fiscal periods or have healthy cash flow from operations;

• those which may offer an attractive return for our stockholders, potential upside from growth in the target business and with an improved capital structure will be provide a favorable upside reward metric measured against any identified downside risks;

• candidates which meet some key characteristics such as being or having the capability of being a disruptive participant within an industry, especially life sciences or the healthcare industries;

• candidates which are capable of obtaining both organic and acquisitive growth;

• those candidates which are or can be positioned to enhance stockholder value and revenue growth as a result of increased presence across geographic borders; and

Our business strategy was to identify and complete our business combination with one or more entities that meets one or more criteria of:

• being or having the potential to be disruptive in the life science or healthcare industry;

From and after the closing of our initial public offering, in addition to its proposal to Cardio, MANA reviewed more than 20 potential business combination candidates, entered into non-disclosure agreements, or NDAs, with most of these potential targets and submitted letters of intent, or LOIs, to certain of these potential targets. The MANA management team held frequent discussions during this period with a wide range of management teams at these potential targets. MANA failed to reach NDA terms with certain targets.

With regard to some of those targets with which MANA did not pursue a business combination, we summarize our review and analysis process below.

Candidate One: On November 26, 2021, the candidate was introduced to MANA by a third party. This candidate is a company providing discount pharmaceuticals and medical services in the United States. On November 30, 2021, MANA held a conference call with the management of the candidate and Mr. Jonathan Intrater, Mr. Allan Lui and Ms. Loren Mortman from MANA and MANA’s legal counsel Becker & Poliakoff LLP attended the call. The call was followed by a series of emails and telephone calls. An NDA was signed on December 4, 2021. We reviewed the candidate’s presentation material and found that the candidate’s requested valuation of the company did not meet with MANA’s management’s estimates of value. Therefore, we did not pursue a transaction with this candidate.

Candidate Two: On November 30, 2021, the candidate was introduced to MANA by a third party. This candidate is a company engaged in the material science industry. On December 1, 2021, MANA held a conference call with the management of the candidate. Mr. Allan Liu, Ms. Loren Mortman and Mr. Jonathan Intrater from MANA and MANA’s legal counsel Becker & Poliakoff LLP attended the call. The call was followed by a series of emails and telephone calls. An NDA was signed on December 15, 2021, and a letter of intent was signed on January 4, 2022. After two months of unsuccessful efforts, MANA determined on March 11, 2022, that necessary capital for the company would be difficult to secure and the LOI was terminated on that date.

Candidate Three: On December 3, 2021, the candidate was introduced to MANA by a third party. This candidate is a medical testing company. On December 6, 2019, MANA held a conference call with the management of the candidate. Mr. Allan Liu, Ms. Loren Mortman and Mr. Jonathan Intrater from MANA attended the call. An NDA was signed on December 6, 2021, and an LOI on December 8, 2021. After five months of unsuccessful efforts, MANA determined that necessary capital for the company would be difficult to secure and the LOI was terminated on May 23, 2022.

Candidate Four: On December 6, 2021, the candidate was contacted by Mr. Jonathan Intrater of MANA. This candidate is a beverage distributor. On December 8, 2021, MANA held a conference call with the management of the candidate. Mr. Allan Liu, Ms. Loren Mortman and Mr. Jonathan Intrater from MANA attended the call. The call was followed by a series of emails and telephone calls. A letter of intent was signed on January 5, 2022. After four months of unsuccessful efforts, MANA determined that necessary capital for the company would be difficult to secure and the LOI was terminated on May 16, 2022.

Candidate Five: On December 13, 2021, the candidate was introduced to MANA by a third party. This candidate is a medical device company. On December 14, 2021, MANA held a conference call with the management of the candidate. Mr. Allan Liu, Ms. Loren Mortman and Mr. Jonathan Intrater the call. The call was followed by a series of emails and telephone calls. An NDA was signed on December 18, 2021. A letter of intent was signed on January 17, 2022 and extended on April 15, 2022. After 4 months of unsuccessful efforts, MANA determined that necessary capital for the company would be difficult to secure and the LOI was terminated on May 23, 2022.

Candidate Six: This candidate is a medical testing company. On January 7, 2022, MANA held a conference call with the management of the candidate. Mr. Allan Liu, Ms. Loren Mortman and Mr. Jonathan Intrater from MANA attended the call. The call was followed by a series of emails and telephone calls. An NDA was signed on January 14, 2022. A letter of intent was signed on February 27, 2022. We further analyzed the candidate’s business operations, financials, management team, products and growth strategy. After this review we terminated discussions with the company and formally terminated the LOI on May 16, 2022.

Candidate Seven: On January 12, 2022, the candidate was introduced to MANA by a third party. This candidate is an electric vehicle charging company. On January 14, 2022, MANA held a conference call with the management of the candidate. Mr. Allan Liu, Ms. Loren Mortman and Mr. Jonathan Intrater from MANA attended the call. The call was followed by a series of emails and telephone calls. An NDA was signed on January 18, 2022 and a letter of intent was signed on February 16, 2022. After a month of due diligence, MANA determined that necessary capital for the company would be difficult to secure and the LOI expired on May 1, 2022.

Candidate Eight: On January 20, 2022, the candidate was introduced to the company by a third party. This candidate is a bio-tech company. On January 21, 2022, MANA held a conference call with the management of the candidate. Mr. Allan Liu, Ms. Loren Mortman and Mr. Jonathan Intrater attended the call. An NDA was signed on January 26, 2022. We analyzed the candidate’s business operations, legal structure, technology, management team and development history. Although this candidate was a good target with proprietary intellectual property, we could not reach a mutually agreed upon valuation, so the candidate decided not to pursue further discussions with MANA.

Candidate Nine: On January 26, 2022, the candidate was introduced to MANA by a third party. This candidate is a medical device company. On January 27, 2022, MANA held a conference call with the management of the candidate. Mr. Allan Liu, Ms. Loren Mortman and Mr. Jonathan Intrater from MANA attended the call. An NDA was signed on February 2, 2022. We analyzed the candidate’s business operations, management team, products and growth strategy. Although we believed the candidate had good potential, it was still in a very early stage of product commercialization. The transaction was not pursued.

Candidate Ten: On January 27, 2022, the candidate was introduced to MANA by its lawyers at Becker & Poliakoff, LLP. This candidate is a medical technology company. On January 31, 2022, MANA held a conference call with the management of the candidate. Mr. Allan Liu, Ms. Loren Mortman and Mr. Jonathan Intrater from MANA. The call was followed by a series of emails and calls. An NDA was signed on February 7, 2022. We analyzed the candidate’s business operations, legal structure, management team and products. However, we were not able to reach an agreement on the price of the company and both parties terminated discussions on March 8, 2022

Candidate Eleven: On February 6, 2022, the candidate contacted Mr. Jonathan Intrater of MANA. This candidate is a real estate development company. On February 23, Ms. Loren Mortman visited the real estate development site. The site visit was followed by a series of emails and calls. A letter of intent was signed on March 18, 2022. However, after two months of unsuccessful efforts, MANA determined that necessary capital for the company would be difficult to secure and the LOI was terminated on May 16, 2022.

Candidate Twelve: On March 15, 2022, the candidate was introduced to the company by a third party. This candidate is a medical device company. On March 17, 2022 MANA held a conference call with the management of the candidate. Mr. Allan Liu, Ms. Loren Mortman and Mr. Jonathan Intrater from MANA attended the call. The call was followed by a series of emails and telephone calls. An NDA was signed on March 26, 2022. Although this candidate was a good target with proprietary intellectual property, we could not reach a mutually agreed upon valuation, so the candidate decided not to pursue further discussions with MANA.

Cardio previously entered into an Agreement and Plan of Merger and Reorganization (as amended, the “I-On Merger Agreement”) on April 27, 2021, the parties to which were I-On Digital Corp., a Delaware corporation (“I-On”), CDI Acquisition Corp., a Delaware corporation created for purposes of the proposed transaction and a wholly-owned subsidiary of I-On (“CDI Acquisition”), Cardio and the Cardio stockholders. Under the terms of the I-On Merger Agreement, CDI Acquisition would merge with Cardio, and Cardio would be the surviving corporation in a “reverse triangular merger” transaction. The I-On Merger Agreement was amended to extend the period under which the parties could consummate the merger on August 29, 2021, October 11, 2021 and December 28, 2021, which third amendment extended the deadline to February 28, 2022.

The I-On Merger Agreement provided that, post-merger, the Cardio stockholders would own approximately 90% of the outstanding shares of I-On common stock. The plan anticipated that I-On would issue to the Cardio stockholders 25,000,000 post-reverse stock split shares of its common stock in exchange for all of the outstanding shares of Cardio, and Cardio would purchase from I-On’s chief executive officer 500,000 pre-reverse stock split shares for $250,000. The existing I-On business was to be spun off in connection with the merger, resulting in Cardio continuing to operate its existing business, but as a public company, while the existing I-On business would be operated in a separate, newly-created entity, with its pre-merger stockholders owning that entity.

Although neither Cardio nor I-On affixed a valuation to the Cardio business in connection with their proposed transaction, based on the $0.302 closing price of I-On’s publicly traded shares on the date the I-On Merger Agreement was executed, and assuming, a 10-to-1 and 15-to-1 reverse stock split of I-On shares (as contemplated by the I-On Merger Agreement and approved by the I-On stockholders), the Cardio business would have been valued at approximately $75,000,000 or $113,400,000, respectively.

On January 27, 2022, I-On held a special meeting of stockholders to approve the merger and related matters. However, between January 27, 2022 and April 20, 2022, I-On did not take the steps required of it in order to consummate the transaction. Meanwhile, as discussed below, on April 8, 2022, Cardio and MANA began conversations about a potential merger transaction between the two companies, and Cardio’s board of directors ultimately determined that pursuing the MANA transaction was in the best interests of Cardio stockholders. Accordingly, it terminated the I-On Merger Agreement on April 20, 2022 in accordance with its terms. In connection with the termination of the I-On Merger Agreement, the parties disagreed about the appropriate disposition of the $250,000 currently held in an escrow account. See “Information about Cardio – Cardio’s Business -- Prior Relationships of Cardio with I-On Digital Corp. and Boustead Securities, LLC” for further details. In July 2022, the parties entered into a final settlement agreement pursuant to which the funds deposited in escrow were allocated to the parties and mutual releases were given.

Jonathan Intrater, MANA’s CEO, was contacted on April 8, 2022 about the possibility of a merger between Cardio and MANA, by Warren Hosseinion, MD, a member of Cardio’s board of directors. Dr. Hosseinion is currently the President and a director of Nutex Health, Inc. (NASDAQ: “NUTX), a $6 billion market capitalization company, and founder and former CEO and director Apollo Medical Holdings, Inc. (NASDAQ: “AMEH”), a $1.5 billion market capitalization company. Messrs. Intrater and Hosseinion knew each other from previous business dealings.

On April 9, 2022, Dr. Hosseinion and the board of directors of MANA had a call to review the benefits of a merger between Cardio and MANA. This was followed by another call on April 10, 2022 on the same matter. At that point, the companies decided to enter into an NDA.

On April 10, 2022, MANA and Cardio entered into an NDA that allowed MANA to receive and evaluate detailed materials and information concerning Cardio.

Between April 11, 2022 and April 20, 2022, numerous discussions were held between Cardio’s management, its counsel and MANA’s board and its advisors, including Becker & Poliakoff LLP, counsel to MANA, and The Benchmark Company, LLC (“Benchmark”), MANA’s financial advisor.

During this time period, MANA and Cardio had several discussions regarding the terms of a LOI between the parties, including (i) the proposed valuation for Cardio, (ii) the amount Cardio would attempt to raise in a private financing, (iii) whether MANA would be obligated to complete a private investment in public equity (“PIPE”) transaction contemporaneously with the closing of the Business Combination (iv) the amount of funds remaining at MANA at the closing of the Business Combination, and (v) the exclusivity period of the LOI. During the negotiation of these terms of the LOI, Cardio originally proposed a $175 million valuation. MANA conducted its own preliminary analysis and considered a proposed valuation of $75 million to be acceptable, subject to further due diligence and a fairness opinion prepared by a reputable, independent valuation expert or investment bank selected by MANA.

MANA, with the advice and input of its financial advisor, believed that a $75 million valuation of Cardio was appropriate based on the stage of Cardio’s business development at the present time and the market correction being experienced in U.S. equity markets.

On April 12, 2022, MANA proposed a letter of intent (“LOI”) to Cardio. The initial terms of the LOI included, among others, (i) a preliminary valuation, subject to further due diligence and a fairness opinion prepared by a reputable, independent valuation expert or investment bank selected by MANA and reasonably acceptable to Cardio, (ii) Cardio’s obligation to complete a private placement of $10 million, (iii) a closing condition for MANA to have at least $20 million in cash at the closing of the Business Combination, and (v) an exclusivity period of 90 days for the LOI.

On April 15, 2022, MANA and Cardio settled on an enterprise value of $75 million.

On April 20, 2022, MANA and Cardio reached agreement on the terms of the LOI and entered into the LOI regarding a proposed business combination between MANA and Cardio. The terms of the final LOI include, among others, (i) a preliminary valuation of $75 million for Cardio subject to further due diligence and a fairness opinion prepared by a reputable, independent valuation expert or investment bank selected by MANA and reasonably acceptable to Cardio, (ii) an earn-out of an additional $10 million to vest over a three-year period based on mutually agreeable stock performance targets; (iii) a private placement of Cardio’s securities to raise up to $10 million prior to the closing of the proposed Business Combination; (iv) as a condition to closing, MANA to have at least $20 million in cash at the closing of the Business Combination, and (v) an exclusivity period of 90 days for the LOI.

The LOI also contemplates the following additional terms: (a) the parties would agree that the shares of MANA Common Stock issuable to the Cardio stockholders be subject to a six-month lock-up period; (b) each member of Cardio’s management team enter into a two-year non-competition and non-solicitation agreement; (c) the initial post-closing board of directors of Cardio to consist of five or seven members, with MANA having the right to appoint one member; (d) and that Cardio’s stockholders agree that ten percent of the shares to be delivered as consideration be held in escrow to secure indemnification obligations arising under the Business Combination Agreement, with the representations and warranties of Cardio surviving for a period of 24 months from the Closing.

On May 2, 2022 and through the negotiation of the final terms of the Business Combination Agreement, MANA conducted a business and legal due diligence review of the materials and information provided by Cardio and had a series of internal discussions. MANA also had a series of conference calls with Cardio Management regarding issues identified in the due diligence and the proposed Business Combination.

On May 3, 2022, MANA provided the business and legal due diligence request lists to Cardio. Cardio started to set up a data room for the due diligence review by MANA.

Technical due diligence was performed by James Intrater, a research scientist whose previous clients include NASA, The United States Department of Defense and DARPA. In addition, MANA was supported in its technical due diligence by Dr. Stanley K. Lau, MD, founder and Medical Director of Synergy Imaging Center and a former Assistant Professor of Cardiology at Texas Tech University. As described elsewhere in this proxy statement, Dr. Lau has been nominated to serve as a director of Cardio upon completion of the Business Combination. Dr. Lau, who was introduced to MANA by Dr. Hosseinion at Cardio, had completed his due diligence role before he was considered and subsequently selected by Cardio to serve on its board of directors following the transaction. Financial due diligence was undertaken by Jonathan Intrater, CEO of MANA. Messrs. Intrater are brothers. Additional diligence was conducted by Loren Mortman, an independent board member of MANA. Further, financial and technical diligence was also provided by The Benchmark Company, LLC, MANA’s financial advisor.

Below is a summary of major issues that arose during the financial, business and legal due diligence of MANA and its counsel with respect to Cardio:

The primary concerns of diligence were the technical viability of Cardio’s product, anticipated market demand, technical expertise of Cardio’s staff in both product development and standard public company systems and procedures, and the past experience of Cardio’s Non-Executive Chairman of the Board, Dr. Warren Hosseinion in managing businesses that generated significant returns on invested capital.

With respect to the technical viability of Cardio’s product, MANA sought to confirm the efficacy of Cardio’s product and technology as well as understanding the overall competitive landscape in which Cardio would compete. MANA leveraged the expertise of Mr. James Intrater and Dr. Lau and the knowledge and experience of The Benchmark Company to assistant it in its evaluation of these topics. In addition, MANA reviewed relevant industry data to confirm the anticipated market demand for Cardio’s products, including U.S. census data, current heart disease information published by the Centers for Disease Control and Prevention (CDC), the CDC National Diabetes Statistics Report (January 2022); and the Morbidity and Mortality Weekly Report (May 2012) concerning the prevalence of stroke.

MANA also evaluated the expertise and background of Cardio’s management team, namely Dr. Hosseinion, Dr. Dogan, Dr. Philibert, and Ms. Luqman and believed that these executives possessed necessary technical expertise in product development and public company systems and procedures. In addition, to the professional and technical experience of Drs. Dogan and Philibert in development Cardio’s products, MANA believed that the experience of Dr. Hosseinion and Ms. Luqman were important factors in determining that the proposed Business Combination would be feasible. Specifically, MANA’s board noted the experience of Dr. Hosseinion, who is the President and a director of Nutex Health, Inc. and was the co-founder and Chief Executive Officer of Apollo Medical Holdings, Inc. and Ms. Luqman, who serves as the Chief Financial Officer and General Counsel of Nutex Health, Inc. MANA’s board reviewed the corporate development of these companies and in particular the increases in the valuations of the companies during the tenure of Dr. Hosseinion’s leadership. Further, during the parties’ negotiation of the terms of the proposed Business Combination and in conducting its due diligence, members of MANA’s management held multiple discussions with Dr. Hosseinion, including his experiences with Nutex Health, Inc. and Apollo Medical Holdings, Inc. MANA’s management team viewed Dr. Hosseinion’s experience with these companies as indicative of his expertise and important considerations in pursuing this transaction.

As part of its diligence review, MANA reviewed the processes and procedures on which Cardio bases its belief that its existing and planned clinical tests would qualify as LDTs under current interpretations of applicable law and regulations, and the practices currently followed by the FDA and its regulation of similar tests. This review included a review of Cardio’s agreement with a CLIA-certified clinical laboratory that has assisted Cardio in the development of processes, procedures, and methods capable of identifying genetic and epigenetic DNA markers for Cardio’s tests for patients for cardiovascular disease risk screening and early detection. This agreement includes a description of the procedures and qualifications of the CLIA-certified clinical laboratory and includes representations and covenants by the laboratory regarding conformity and compliance with applicable law and procedures relating to LDTs. MANA also reviewed the certifications held by the laboratory and its statements as set forth on its website as relates to its experience and qualifications as a clinical laboratory qualified to provide the services required in connection with Cardio’s clinical tests. In addition, MANA reviewed the agreements between Cardio and its other vendors relating to its initial test, which agreements include descriptions and representations regarding the roles to be performed by them in connection with the Epi+Gen CHD™ test, and MANA believes such vendors and the services provided to Cardio under such agreements reasonably satisfy Cardio’s requirements and the requirements of applicable law. MANA also had a conversation with Cardio’s FDA regulatory counsel about Cardio’s clinical tests. In connection with its due diligence, MANA has considered both the current regulatory posture, as well as the risks attendant to a reevaluation by regulators of the regulation of laboratory developed tests, generally, and Cardio’s clinical tests, specifically, under current law, regulations, and regulatory practices, as well as the impact of possible changes in law discussed in this proxy statement. Based on the foregoing, and assuming that Cardio’s clinical laboratory and other vendors have complied or will comply with the requirements set forth in their agreements with Cardio to qualify Cardio’s clinical tests as LDTs, MANA believes that Cardio has a reasonable belief that its existing and planned tests do or will qualify as LDTs. Further, MANA believes that Cardio’s clinical laboratory vendor qualifies as a CLIA-certified clinical laboratory and that Cardio’s other vendors are qualified to provide the services to be provided under Cardio’s agreements with them.

Following the due diligence review, MANA believed that the proposed Business Combination with Cardio would be a feasible transaction.

On May 12, 2022, MANA made a decision to engage Benchmark to provide a fairness opinion to the Board of Directors of MANA in connection with the proposed Business Combination with Cardio. The reason MANA’s Board of Directors decided to obtain a fairness opinion is because during the negotiation of the valuation under the Merger Agreement, the Board of Directors determined that it was prudent and in the best interests of the company and its stockholders to engage an independent investment banker with expertise in Cardio’s industry to provide a professional opinion as to whether the consideration to be paid in the transaction is fair to all stockholders of MANA from a financial point of view.

On May 14, 2022, a draft Business Combination Agreement prepared by MANA’s legal counsel was provided to Cardio and its legal counsel for review and discussion. The draft Business Combination Agreement substantially reflects the terms of the LOI, including a valuation of $75 million for Cardio. The Merger Consideration was determined to be (a) $75,000,000, plus (b) the Aggregate Exercise Price of all Cardio options and warrants outstanding immediately prior to the Closing, plus (c) the amount held by which the Company Closing Cash exceeds $500,000, minus (d) the amount by which the Company Closing Net Debt exceeds $500,000. In addition, the initial draft Business Combination Agreement proposed that Cardio should complete and deliver its financial statements required for the proxy statement for the proposed Business Combination by a certain date, that MANA would conduct a PIPE, and that Cardio should pay MANA a breakup fee in the event that the closing does not take place by a certain date, due to any material delay caused by or any reason directly attributable to Cardio, or there is a valid and effective termination of the merger agreement by MANA under the Business Combination Agreement. Furthermore, MANA proposed that a certain number of the consideration shares to be issued to the stockholders of Cardio in connection with the proposed merger be held in escrow to fund any potential claims and liabilities of Cardio in connection with the proposed Business Combination under the Business Combination Agreement.

On May 16, 2022, Cardio and its legal counsel, Shartsis Friese, LLP, provided comments to the draft Business Combination Agreement to MANA and its legal counsel for review. In these comments, Cardio had proposed changes to certain of the provisions to the initial draft of the Business Combination Agreement, including the PIPE investment, the proposed private placement being conducted by Cardio and a reduction in the breakup fee proposed by MANA.

In the next several days, MANA had internal discussions regarding these issues and other open business issues in the draft Business Combination Agreement.

On May 18, 2022, MANA’s legal counsel, Becker & Poliakoff LLP, provided a revised draft Business Combination Agreement to Cardio and its legal counsel for review. In this revised draft, MANA had proposed the following key revisions: (i) changes to the scope of the indemnification based on its due diligence review, (ii) further modifications to MANA’s efforts to enter into a PIPE financing, (iii) a statement of the terms of employment agreements to be entered into by Cardio and its key principals to be effective upon the closing, (iv) revisions to the closing conditions of the parties, (v) and that Cardio advance MANA funds necessary for it to extend its duration in accordance with the terms of its amended and restated certificate of incorporation if the transaction cannot be completed by nine-month anniversary of the closing of its initial public offering.

Between May 18, 2022 and May 24, 2022, Management of MANA had several telephone meetings with the Management of Cardio, discussing Cardio’s comments on the draft Business Combination Agreement and negotiating the outstanding business issues. As a result of these negotiations, MANA and Cardio reached agreement on the outstanding issues that were discussed between the principals and their advisors.

During the negotiation of the Business Combination Agreement, the parties also discussed the amount of additional capital that Cardio believed was necessary for it to achieve its growth plans and the extent to which the Business Combination would be conditioned on the ability of the parties to obtain additional financing commitments. Throughout such discussions, the parties considered the initial terms of the LOI that MANA have at least $20 million in cash as a condition to closing. MANA sought to reduce the amount of such requirement based on its assessment of the capital needs of Cardio and after discussions, the parties reached an agreement in the proposed Business Combination Agreement that such requirement not be a condition. Based on its diligence review, MANA came to believe that $10 million would be sufficient for Cardio to sustain its operations through at least the end of calendar year-end 2023, which is a reduction from its initial view that $20 million was necessary. In reaching this conclusion, MANA believed that this was a more reasonable time frame for Cardio’s testing products to become more widespread, particularly with Cardio having highly successful healthcare industry executives on its board of directors. Cardio’s management ultimately agreed with this assessment.

MANA and Cardio agreed that by eliminating the $20 million cash closing condition, it would increase the likelihood of the successfully completing the transaction by eliminating a closing condition and that this additional capital would not be necessary for Cardio to successfully implement its growth plans. MANA and Cardio were cognizant of the current market downturn and believed that it was prudent not to condition the parties’ ability to otherwise close the Business Combination in the event that there were a high percentage of redemptions from the trust account, which was becoming an increasingly common phenomenon. During the same period, Benchmark worked on a fairness opinion for delivery to the Board of Directors of MANA in connection with the proposed Business Combination. As a result of its analysis, Benchmark advised that the proposed consideration to be paid by MANA to the stockholders of Cardio in connection with the Business Combination is fair, from a financial point of view, to MANA’s stockholders.

During the same period, MANA’s legal counsel, Becker & Poliakoff LLP, also had several conference calls with Cardio’s legal counsel, Shartsis Friese, LLP, discussing Cardio’s legal comments on the draft Business Combination Agreement. As a result of these discussions, Cardio agreed to include various representations regarding its business, operations and financial condition. MANA agreed to reduce the survival period for Cardio’s representations and warranties and to make revisions to certain representations and warranties and covenants of Cardio and certain closing conditions, as mutually agreed by the parties.

Between May 15, 2022 and May 25, 2022, Management of MANA had several telephone meetings with the Management of Cardio, discussing Cardio’s comments on the draft Business Combination Agreement and negotiating the outstanding business issues. As a result of these negotiations, MANA and Cardio reached agreement on outstanding business issues, including (i) the percentage of shares to be held in escrow for Cardio’s indemnification obligations, (ii) the final list of directors and officers for the post-merger company, (iii) the terms under which Cardio may be responsible for the breakup fee, (iv) the terms of the employment agreements and non-competition and non-solicitation agreements that Cardio would enter into with its executive team, and (v) the treatment of the advances that Cardio agreed to make for the extension fees that MANA would need to make in order to extend its corporate existence in accordance with its amended and restated certificate of incorporation.

On May 19, 2022, Cardio’s legal counsel, Shartsis Friese, LLP, provided a revised draft of the Business Combination Agreement to MANA and its legal counsel for review. The revised draft Business Combination Agreement addressed a number of the issues that had been discussed between MANA and Cardio and proposed revisions to certain of the representations and warranties to be made by Cardio, terms concerning the private placement being conducted by Cardio, the indemnification obligations, termination provisions and the terms under which MANA would repay the advances to cover extension fees in the event the transaction was not completed.

Between May 19, 2022 and May 22, 2022, MANA and its advisors held a series of conference call discussions and meetings with Cardio and its advisors regarding Cardio’s financial statements and the terms of the proposed Business Combination, including the Business Combination Agreement.

On May 21, 2022, MANA’s legal counsel, Becker & Poliakoff LLP, provided a further revised draft of the Business Combination Agreement to Cardio and its legal counsel for review, along with various ancillary agreements referenced in the Business Combination Agreement, including the Lock-up Agreement, Non-Competition and Non-Solicitation Agreement and Indemnification Escrow Agreement. The revised draft Business Combination Agreement reflected the above discussions and negotiations between MANA and Cardio.

Between May 19, 2022 and May 26, 2022, MANA held a series of conference call discussions and meetings with its counsel Becker & Poliakoff LLP regarding legal due diligence on Cardio and discussed various matters that arose during the due diligence investigation in order to provide for mutually agreeable allocations of risk in the merger agreement. These diligence items concerned the Cardio’s capital structure and stockholder base; terms of certain of Cardio’s existing agreements with the UIRF and the founders Institute; Cardio’s compliance with various health regulations, particularly with respect to the FDA’s regulation of laboratory developed tests; the potential for litigation arising out of the Cardio’s unsuccessful merger transaction with I-On Digital Corp.; and the ability of Cardio to support its growth plans. These matters were ultimately addressed in the Business Combination Agreement through the negotiation of the terms of the relevant representations, covenants and indemnity provisions of, and the schedules to, the agreement.

On May 22, 2022, Cardio’s legal counsel, Shartsis Friese LLP, provided a further revised draft of the Merger Agreement and ancillary agreements to MANA and its legal counsel for review. These revised drafts reflect Cardio’s position on the business terms that were discussed by the parties.

During this period, the management of MANA had several telephone meetings with the management of Cardio, discussing Cardio’s comments on the draft Merger Agreement and negotiating the outstanding business issues. As a result of these negotiations, MANA and Cardio reached agreement on several of the remaining points and on May 25, 2022, Becker & Poliakoff, distributed a further revised version of the merger agreement. The changes reflected in this version included: (i) changes to certain representations and warranties to reflect additional due diligence conducted by MANA and its advisors, (ii) revisions to the indemnification provisions, and (iii) changes to the termination provisions and circumstances concerning the payment of the extension fees.

In further expansion of the parties’ resolution of these due diligence inquiries, the negotiation between the parties of the terms of the Business Combination Agreement resulted in the mutually-acceptable allocation of these risks. The representations and warranties given by Cardio with respect to its material agreements and compliance with health-care laws and regulations were revised to provide MANA with additional assurances that the company was operating in material compliance with applicable regulations and that the transaction was structured to account for the terms of Cardio’s agreements. In addition, Cardio finalized the schedules to the Business Combination Agreement during this time period. Similarly, the covenants concerning the operation of Cardio’s business between the execution of the Business Combination Agreement and the closing were revised to provide MANA with further comfort that Cardio would continue to operate its business in such a manner. Further, the parties also agreed on the final covenants regarding the agreement by Cardio to raise an additional amount of $4.5 million and removing the closing condition that MANA have at least $20 million in its trust account. This resolution allowed the parties to structure the transaction in a manner to provide for Cardio’s cash needs and to avoid closing conditions that were no longer considered important and which would be outside of the parties’ control.

In addition, Cardio and MANA agreed to supplement the scope of the indemnification provisions in light of the concerns raised through the diligence process over the potential of litigation from the I-On Digital matter. Cardio and MANA also negotiated over the events that would trigger payment by Cardio of a break-up fee in the event of the termination of the agreement and the Business Combination as well as the terms of repayment of any loans provided by Cardio to support MANA’s ability to extend the duration within which it must complete its initial business combination pursuant to its Amended and Restated Certificate of Incorporation. During this time period, the parties also determined that it would be appropriate to register the shares constituting the Merger Consideration as opposed to relying on an exemption.

Subsequent to that, counsel to both MANA and Cardio further discussed the terms and conditions of the draft Merger Agreement and exchanged revised drafts on May 26, 2022. Following additional discussion of these topics among the parties and their representatives, on May 26, 2022, the parties reached agreement on all of the remaining points of the agreement and a final version of the Merger Agreement was distributed to the parties.

On May 27, 2022, the Board of Directors held a video conference call meeting with Benchmark to review their analysis of the fairness opinion in connection with the proposed merger with Cardio. Following the meeting, Benchmark rendered its opinion letter to the Board of Directors of MANA that, as of May 27, 2022, the date of the opinion letter, and based upon and subject to the factors and assumptions set forth therein, that the consideration to be paid by MANA in connection with the Business Combination pursuant to the Merger Agreement is fair, from a financial point of view, to MANA’s stockholders.

In undertaking its analysis and presenting its conclusions to the Board of Directors of MANA, Benchmark evaluated the fairness of the Business Combination to the stockholders unaffiliated with the Sponsor of MANA or its affiliates. Further, although Benchmark relied, in part, on Cardio’s FY2025-26 projections, since Cardio is an early stage enterprise which has not generated meaningful revenues to date, the Board of MANA did not rely upon Cardio’s financial projections in recommending the Business Combination and considered them inherently unreliable as the projections were not supported by a sufficiently long operating history. This analysis accounts for the dilutive impact of the shares held by the Sponsor or its affiliates on the unaffiliated stockholders. Thus, by extension, Benchmark’s conclusion that the Business Combination is fair to unaffiliated stockholders allowed it to conclude in the fairness opinion delivered to MANA’s Board of Directors that the Business Combination is fair, from a financial point of view, to MANA’s stockholders.

On May 27, 2022, MANA made the decision to eliminate other strategic alternatives from consideration and entered into the Merger Agreement with Cardio.

MANA’s Board of Directors’ Reasons for the Approval of the Business Combination

For the purpose of approval of the Business Combination, MANA’s Board of Directors has reviewed and evaluated the business and financial information provided by Cardio, including presentations on business operations, unaudited financial statements for various time periods, including for the years ended December 31, 2021 and 2020, projections for various time periods, including for the years ending December 31, 2022 to 2026, copies of material contracts and other relevant information. The Board of MANA also reviewed and discussed with its legal counsel, Becker & Poliakoff, LLP, regarding its legal due diligence on Cardio. Additionally, the Board of MANA reviewed and discussed with Benchmark its analysis in rendering the fairness opinion described below. Although the MANA Board received certain financial projections included in Cardio’s financial model, it did not rely on these financial projections as a determinative factor in its decision to enter into the Merger Agreement. However, although MANA’s Board did not rely on Cardio’s financial projections in recommending the Business Combination to its stockholders, its financial advisor, Benchmark, based its fairness opinion in part upon Cardio’s FY2025 and FY2026 projections.

In light of the number and wide variety of factors considered in connection with its evaluation of the Business Combination, the Board of Directors did not assign relative weights to the specific factors that it considered in reaching its determination and supporting its decision. The Board of Directors based its decision on all of the information available and the factors presented to and considered by it. In addition, individual directors may have given different weights to different factors. This explanation of our reasons for the Business Combination and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Note Regarding Forward-Looking Statements.” Before reaching its decision, the Board of Directors discussed the material results of its management’s due diligence activities, which included:

• extensive meetings and calls with Cardio’s management team regarding the company’s products, development plans, operations and projections;

• research on the healthcare industry in general and the medical technology and medical device trends specifically, where market sizes were assessed with Cardio’s product offerings and potential revenue shares;

• due diligence activities relating to business, accounting, legal, tax, environmental, insurance, operations and other matters;

MANA’s management believes that current U.S. healthcare trends favors Cardio’s business model. Heart disease is one of the leading causes of death in the United States. According to the Centers for Disease Control and Prevention, 90% of the $3.5 trillion the United States expends annually are for people with chronic physical and mental health conditions. Every year, one in six United States healthcare dollars is expended on cardiovascular disease. Further, heart disease and stroke costs the United States healthcare system $214 billion per year and is associated with $138 billion in lost productivity. Based on its analyses and research, management believes that these trends will accelerate in future periods.

To address this expected significant rise in healthcare and lost productivity costs, the United States healthcare market is seeking more efficient and effective methods to prevent cardiovascular disease. This same trend is playing out across modernized nations around the globe as the burden of cardiovascular disease continues to grow due to a rise in major risk factors such as obesity, poor diet and type 2 diabetes. Further, the healthcare industry is undergoing a significant transformation, driven by the COVID-19 pandemic from traditional in-person delivery of care to remote telemedicine-based care. This is both beneficial and necessary for patients and key stakeholders in the healthcare industry.

These factors are expected to further drive adoption by patients and clinicians of evidence-based tests such as Cardio’s initial product, Epi+Gen CHD™, that is highly accessible and has been shown to outperform current prevention risk estimators. Furthermore, epigenetics-based tests are now increasingly being considered in other segments of the healthcare industry, including pharmaceutical companies for drug development and understanding drug response.

MANA’s Board of Directors considered several factors pertaining to the Business Combination as generally supporting its decision to enter into the Merger Agreement and the Business Combination, including but not limited to, the following material factors:

Experienced Management Team. The combined company will be led by a management team with a long track record of success in the health care and medical management areas. The management team has decades of accomplished executive experience in the medical service field. The management of the post-Merger company will be led by Warren Hosseinion, M.D., who is the President and a director of Nutex Health, Inc. and was a Co-founder and is the former Chief Executive Officer of Apollo Medical Holdings, Inc. The Board believes the company’s management has the acumen to provide unparalleled leadership.

Industry Trends and Business and Financial Condition. The Board is knowledgeable about the industry and considered the combined company’s business, financial condition, results of operations and future growth prospects. The Board discussed the company’s current prospects for growth in executing upon and achieving company’s business plans. The Board considered these potential prospects as they may have an impact on the future per share valuation of company relative to the $10.00 per share valuation at which the Merger Agreement was negotiated.

Market Demand. MANA’s management believes that current U.S. healthcare trends favors Cardio’s business model. Heart disease is one of the leading causes of death in the United States. According to the Centers for Disease Control and Prevention, 90% of the $3.5 trillion the United States expends annually are for people with chronic physical and mental health conditions. Further, the Board believes that although a high percentage of cardiovascular disease is preventable, it remains a leading cause of death in the United States which is attributable to weaknesses in current primary prevention approaches in clinical practice.

Attractive Valuation. Our management and its financial advisors have conducted extensive research on various alternative opportunities, including other technology supported health care concerns. Our management and its financial advisors also considered numerous public listings for technology-based healthcare companies, including those that are early-stage, pre-revenue, companies pursuing near-term commercialization of a health product. Based on the valuations assigned to many of these concerns, the Board concluded that Cardio’s valuation of $75 million was attractive in comparison. Although the MANA Board received certain financial projections included in Cardio’s financial model, it did not rely on these financial projections as a determinative factor in its decision to enter into the Merger Agreement.

Potential for First Mover Advantage. We believe Cardio is the first company to develop and commercialize epigenetics-based clinical tests for cardiovascular disease that have clear value propositions for multiple stakeholders including patients, clinicians, hospitals/health systems, and payors. We believe that Cardio has the potential to be a leader in developing artificial intelligence-driven technology as a diagnostic tool for treating cardiovascular disease. The company has already developed strong relationships with leading health care institutions may also provide it with a competitive advantage. Further, Cardio has multiple patents pending covering the systems and software that comprise its platform and a worldwide, exclusive license agreement with the UIRF relating to this technology.

Intellectual Property. As stated above, Cardio has multiple patents pending covering the systems and software that comprise its platform and a worldwide, exclusive license agreement with the UIRF relating to this technology. The Board believes these rights may provide Cardio with a competitive advantage over existing and/or potential competitors.

Other Alternatives. The belief of the Board is that the proposed Business Combination represents the best potential business combination opportunity for the company based upon the process utilized to evaluate and assess other potential acquisition targets, and the belief of the Board and management is that such processes had not presented a better alternative.

Terms of the Merger Agreement. The Board considered the terms and conditions of the Merger Agreement and the transactions contemplated thereby, including the negotiated valuation of $75 million for Cardio (less all outstanding and unpaid debts) at $10.00 per share and the consideration to be paid to its stockholders in the Business Combination, relative to the results of the Company’s financial analysis of Cardio’s potential future valuation.

Risks related to the above assumptions include those set out in the section entitled “Risk Factors,” principally those related to:

• Competition from current and new entrants to its market. The company might face competition from competitors.

• Unexpected increased operating expenses associated with assimilation of operations and products of an acquired company, including difficulties associated with integrating new personnel; and

• Changes in regulations might have negative influence on company’s profitability.

MANA’s Board of Directors also considered a variety of uncertainties and risks and other potentially negative factors concerning the Business Combination, including, but not limited to, the following:

Future Financial Performance. The risk that future financial performance may not meet our expectations due to factors in our control or out of our control, including due to economic cycles or other macroeconomic factors.

COVID-19. Ongoing uncertainties regarding the potential impacts of the COVID-19 virus and related economic disruptions on Cardio’s operations and demand for its products.

Benefits Not Achieved. The risk that the potential benefits of the Business Combination may not be fully achieved, or may not be achieved within the expected timeframe.

Liquidation of MANA. The risks and costs to MANA if the Business Combination is not completed, including the risk of diverting Management focus and resources from other businesses combination opportunities, which could result in MANA being unable to affect a Business Combination by August 26, 2022 (or such later date as may be approved by its board and/or further extended upon a vote by MANA’s stockholders) and force MANA to liquidate and the warrants to expire worthless.

Stockholder Vote. The risk that MANA’s stockholders may fail to provide the votes necessary to approve the Business Combination.

Closing Conditions. The fact that completion of the Business Combination is conditioned on the satisfaction of certain closing conditions that are not within the Company’s control.

Litigation. The possibility of litigation challenging the Business Combination or that an adverse judgment granting permanent injunctive relief could indefinitely enjoin consummation of the Business Combination.

Fees and Expenses. The fees and expenses associated with completing the Business Combination could be significant.

Other Risks. Various other risks associated with the Business Combination, the business of the Company and the business of Cardio described under the section entitled “Risk Factors.”

The Board of Directors concluded that the potential benefits that it expected MANA and its stockholders to achieve as a result of the Business Combination outweighed the potentially negative factors associated with the Business Combination. Accordingly, the Board of Directors unanimously determined that the Merger Agreement and the Business Combination were advisable, fair to, and in the best interests of, MANA and its stockholders.

In addition to the foregoing factors, the Board of Directors of MANA also considered the fairness opinion and supporting analysis provided by an independent investment bank, The Benchmark Company, LLC (“Benchmark”). Benchmark provides investment banking and advisory services to institutions and companies. The investment banking practice provides valuation services in connection with financings, and mergers and acquisitions for both public and private companies. Benchmark was selected to provide the opinion based on their experience and industry knowledge and their ability to complete the assignment in a timely manner. Separately, Benchmark has been retained to assist the Company in conducting the De-SPACing process and potentially raising capital in conjunction with the Business Combination; the engagement includes success fees based on completing the Business Combination and the financing. Such engagement did not affect or impact the independence and soundness of the opinion. Pursuant to a letter agreement dated May 12, 2022, MANA retained Benchmark to provide a fairness opinion to the Board of Directors of MANA in connection with the proposed merger with Cardio. On May 27, 2022 the Board of Directors held a webcast conference call meeting with Benchmark to review their analysis. Following the meeting, Benchmark rendered its opinion letter to the Board that, as of May 27, 2022, the date of the opinion letter, and based upon and subject to the factors and assumptions set forth therein, that the consideration to be paid by the Company in connection with the Business Combination pursuant to the Merger Agreement is fair, from a financial point of view, to the Company’s stockholders. Although MANA’s Board did not rely on Cardio’s financial projections in recommending the Business Combination to its stockholders, its financial advisor, Benchmark, based its fairness opinion, in part, upon Cardio’s FY2025 and FY2026 projections.

The full text of the written opinion of Benchmark, dated May 27, 2022, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex D to this proxy statement. This summary of Benchmark’s opinion in this proxy statement is qualified in its entirety by reference to the full text of the opinion. Benchmark provided its opinion for the information and assistance of the MANA Board in connection with its consideration of the Merger. Benchmark’s opinion was not intended to and does not constitute a recommendation as to how any holder of MANA Common Stock should vote or take any action with respect to the Merger or any other matter. Benchmark relied, in part, on Cardio’s FY2025-26 projections, since Cardio is an early stage enterprise which has not generated meaningful revenues to date, the Board of MANA considered the financial projections inherently unreliable as they were not supported by a sufficiently long operating history.

Separately, pursuant to its engagement agreement with Benchmark, MANA also engaged Benchmark to provide services to MANA in connection with the “De-SPACing” process in its proposed Business Combination with Cardio and agreed to pay to Benchmark, subject to and upon the closing of the Business Combination, as compensation for the services to be rendered by Benchmark, a cash advisory fee of $1,100,000.

In connection with rendering the opinion described above and performing its related financial analyses, Benchmark reviewed and performed the following, among other things:

• The audited historical consolidated financial statements of Cardio for the years ended December 31, 2021 and December 31, 2020, unaudited condensed consolidated financial statements for the three months ended March 31, 2022, and financial forecasts by Cardio for the fiscal years ending December 31, 2022 through 2026;

• Compared financial and other data for Cardio to similar data for publicly-held companies and transactions in similar and related sectors;

• Such other financial studies and analyses and other information Benchmark deemed appropriate for the purposes of its opinion.

Benchmark also held discussions with Management of both MANA and Cardio regarding their assessment of past and current business operations, financial condition and future prospects.

For purposes of rendering the fairness opinion described above, Benchmark relied upon and assumed the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting, and other information provided to, discussed with or reviewed by Benchmark, without assuming any responsibility for independent verification thereof. In that regard, Benchmark assumed that the forecasts provided were reasonably prepared on a basis reflecting the best currently available estimates and judgments of MANA’s and Cardio’s Management. Benchmark also assumed that the transactions contemplated by the Merger Agreement will be consummated on the terms set forth in the Merger Agreement, without the waiver or modification of any term or condition, the effect of which would be in any way meaningful to its analysis. In rendering its fairness opinion, Benchmark relied, in part, on Cardio’s FY2025-26 projections, which MANA’s Board considered to be inherently unreliable in light of the fact that Cardio is an early stage enterprise which has not generated meaningful revenues to date, and its financial projections are not supported by a sufficiently long operating history.

Benchmark’s opinion does not address the underlying business decision of MANA to engage in the transaction contemplated by the Merger Agreement, or the relative merits of the transaction contemplated by the Merger Agreement as compared to any strategic alternatives that may be available to MANA; nor does it address any legal, regulatory, tax or accounting matters. Benchmark expressed no opinion or view as to any terms or other aspects of the Business Combination, including, without limitation, the form or structure of the Business Combination or any ongoing obligations of the parties pursuant to the Merger Agreement. Benchmark’s opinion addresses only the fairness, from a financial point of view, to the stockholders of MANA as of May 27, 2022, of the Merger Consideration to be paid to the stockholders of Cardio pursuant to the Merger Agreement. This opinion was necessarily based on economic, monetary, market, and other conditions as in effect on, and the information made available to Benchmark as of, the date of the opinion and Benchmark assumed no responsibility for updating, revising or reaffirming its opinion based on circumstances, developments or events occurring after the date of its opinion. The issuance of Benchmark’s opinion was approved by its internal fairness opinion review committee.

MANA has agreed to pay Benchmark for its services in connection with rendering the opinion a fee of $400,000.

The following is a summary of the material financial analyses delivered by Benchmark to the Board of Directors of MANA in connection with rendering the fairness opinion described above. The following summary, however, does not purport to be a complete description of the financial analyses performed by Benchmark, nor does the order of analyses described represent the relative importance or weight given to those analyses. The financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses performed by Benchmark, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses performed by Benchmark. Considering the data set forth in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses performed by Benchmark. Except as otherwise noted, the following information, to the extent that it is based on market data, is based on market data as it existed on or before the date of the opinion letter and is not necessarily indicative of current market conditions.

Benchmark primarily used three customary approaches in conducting its analyses and arriving at its opinion, including a comparison to selected public companies, a comparison to precedent transactions, and a discounted cash flow analysis.

Benchmark reviewed publicly available financial and stock market information for 11 publicly traded US diagnostics companies involved in the development and commercialization of genetic and epigenetic tests, testing platforms and related technologies, in its analysis of Cardio’s valuation. Benchmark reviewed, among other things, enterprise values of the selected publicly traded companies, calculated as equity values based on closing stock prices on May 26, 2022, plus debt, plus preferred stock, plus minority interest, and less cash and cash equivalents, as a multiple of estimated calendar year 2024 revenues. The selected publicly traded companies, which we deemed comparable to Cardio but none of which is identical to Cardio, and their respective multiples are as follows:

Benchmark discounted the average and median of these multiples by 1 and 2 years to use as 2025 and 2026 multiples, respectively, applied to Cardio’s 2025 and 2026 revenue projections (2025 being the year when Cardio expects to have payor coverage and regulatory approvals for its main test products). This resulted in a range of enterprise value for Cardio between $100.9 million and $163.2 million, and a corresponding range of equity value between $110.9 million and $173.2 million.

Benchmark reviewed, to the extent publicly available, financial information relating to four selected transactions involving U.S. diagnostics companies involved in the development and commercialization of genetic and epigenetic tests, testing platforms and related technologies. Benchmark reviewed transaction values, calculated as the enterprise value implied for the target company based on the consideration payable in the selected transaction, as a multiple of the target company’s revenue over the trailing 12 months. The selected transactions and their respective multiples are as follows:

Benchmark discounted the average and median of these multiples by 4 and 5 years to use as 2025 and 2026 multiples, respectively, applied to Cardio’s 2025 and 2026 revenue projections. This resulted in a range of enterprise value for Cardio between $176.0 million and $246.0 million, and a corresponding range of equity value between $186.0 million and 256.0 million.

For purposes of evaluating Cardio’s financial condition and whether to proceed with the Business Combination, MANA was provided with documents from Cardio, including projections for the years ending December 31, 2022 through 2026, copies of material contracts, summaries of various industry analysis and trends and forecasts, and information related to governmental regulations. Additionally, the Board of MANA reviewed and discussed with its financial advisor its analysis in rendering the fairness opinion described herein. In light of the fact that Cardio is an early stage enterprise which has not generated meaningful revenues to date, and the financial projections prepared by Cardio are not supported by a sufficiently long operating history, the Board of MANA did not rely upon the following financial projections in recommending the Business Combination to its stockholders and considered them inherently unreliable. However, although MANA’s Board did not rely on Cardio’s financial projections in recommending the Business Combination to its stockholders, its financial advisor, Benchmark, based its fairness opinion, in part, upon Cardio’s FY2025 and FY2026 projections.

Cardio first made its financial projections available to MANA and its advisors on May 18, 2022. MANA thereafter requested its financial advisor to review the financial projections in connection with its engagement to provide an opinion as to the fairness of the Business Combination to MANA’s stockholders. On May 20, 2022, Benchmark reviewed the financial projections and requested further information in support of its review. The additional information was provided by Cardio on May 21, 2022. Upon its review, Benchmark then requested that Cardio provide financial projections that were only based on assumptions as to its current business operations and excluded the effect of a potential acquisition of a laboratory following the Closing of the Business Combination as such a transaction was only preliminary and its impacts overly contingent for the purposes of Benchmark’s engagement. Cardio furnished such modified projections on May 22, 2022. In rendering its opinion on the fairness of the transaction, Benchmark evaluated the modified financial projections of Cardio, which excluded any potential acquisitions by Cardio subsequent to the Business Combination.

In developing its own financial model, MANA and Benchmark did not conclude that Cardio’s projections were unreasonable and did not modify the Cardio projections. MANA’s Board declined to rely on the Cardio financial projections in determining to enter into the Business Combination Agreement due to the early stage of Cardio’s business operations and lack of historical revenues. Accordingly, MANA’s Board did not consider the projections a determinative factor in entering into the agreement.

Cardio does not as a matter of ordinary course make public projections as to future revenues, performance, financial condition or other results. However, Cardio’s management prepared and provided to MANA and its financial advisor certain internal, unaudited prospective financial information in connection with the evaluation of the Business Combination. Cardio’s management prepared such financial information based on their judgment and assumptions regarding the future financial performance of Cardio. MANA is including the following summary of certain Cardio internal, unaudited prospective financial information from Cardio’s management team’s projections solely because that information was made available to MANA’s Board and financial advisor in connection with the evaluation of the Business Combination. The financial projections are being provided for information purposes only and are not and should not be viewed as public guidance regarding the future performance of Cardio. The inclusion of the below information should not be regarded as an indication that MANA or any other recipient of this information considered — or now considers — it to be necessarily predictive of actual future results. Furthermore, the financial projections do not take into account any circumstances or events occurring after May 2022, the date they were prepared. You should review the financial statements of Cardio included in this proxy statement, as well as the financial information in the sections entitled “Cardio’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Unaudited Pro Forma Combined Financial Information” in this proxy statement and to not rely on any single financial measure.

Due to inherent uncertainties in financial projections of any kind, and as Cardio is an early stage enterprise which has not generated meaningful revenues to date, the Board of MANA did not rely upon the following financial projections in recommending the Business Combination to its stockholders and considered them inherently unreliable as the projections were not supported by a sufficiently long operating history. Accordingly, stockholders are strongly cautioned not to place undue reliance, if any, on the forecasts and not to rely on such financial projections in making any decision regarding the Business Combination.

There undoubtedly will be differences between actual and projected results, and the differences may be material. The risk that these uncertainties and contingencies could cause the assumptions to fail to be reflective of actual results is further increased by the length of time over which these assumptions apply. The failure to achieve assumptions and projections in early periods could have a compounding effect on the projections shown for the later periods. Thus, any such failure of an assumption or projection to be reflective of actual results in an early period could have a greater effect on the projected results failing to be reflective of actual events in later periods.

While presented in this proxy statement with numeric specificity, the financial projections are forward-looking statements that are inherently subject to significant uncertainties, reflect numerous estimates and assumptions with respect to general business, economic, industry, regulatory, market and financial conditions and trends and other future events, as well as matters specific to Cardio’s business, all of which are difficult to predict and many of which are beyond Cardio’s control. Further, Cardio’s limited operating history make evaluating its business and future prospects, including the assumptions and analyses developed by Cardio upon which operating and financial results forecast rely, difficult and uncertain. The various risks and uncertainties include risks set forth in the sections entitled “Risk Factors,” “Cardio’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Cautionary Note Regarding Forward-Looking Statements.” As a result, there can be no assurance that the projected results will be realized or that actual results will not be significantly higher or lower than projected. Since the financial projections cover multiple years, such information by its nature becomes less reliable with each successive year. These financial projections are subjective in many respects and thus are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments.

Cardio believes the assumptions in the prospective financial information were reasonable at the time the financial information was prepared, given the information Cardio had at the time. However, important factors that may affect actual results and cause the results reflected in the prospective financial information not to be achieved include, among other things, risks and uncertainties relating to Cardio’s business, industry performance, the regulatory environment, and general business and economic conditions. The prospective financial information also reflects assumptions as to certain business decisions that are subject to change. The unaudited prospective financial information was not prepared with a view toward public disclosure or with a view toward complying with the guidelines established by the American Institute of Certified Public Accountants with respect to prospective financial information, but, in the view of Cardio’s management, was prepared on a reasonable basis, reflects the best currently available estimates and judgments, and presents, to the best of management’s knowledge and belief, the expected course of action and the expected future financial performance of Cardio. However, this information is not fact and should not be relied upon as being necessarily indicative of future results, and readers of this proxy statement are cautioned not to place undue reliance, if any, on the prospective financial information.

Further, the inclusion of financial projections in this proxy statement should not be regarded as an indication that MANA, Cardio, their respective boards of directors, or their respective affiliates, advisors or other representatives considered, or now consider, such financial projections necessarily to be predictive of actual future results or to support or fail to support your decision whether to vote for or against the Business Combination Proposal. You are cautioned that the projections solely represent Cardio’s best efforts in predicting future operating results and must be considered in that light. As a result, in making a decision regarding the Business Combination, please understand that the projections may be materially different than actual results. MANA does not intend to reference these financial projections in its future periodic reports filed with the SEC under the Exchange Act.

Cardio has not warranted the accuracy, reliability, appropriateness or completeness of the financial projections to anyone, including MANA. None of Cardio’s management nor any of its representatives has made or makes any representations to any person regarding the ultimate performance of Cardio relative to the financial projections. The financial projections are not fact, are not a guarantee of actual future performance and the future financial results of Cardio may differ materially from those expressed in the financial projections due to factors beyond Cardio’s ability to control or predict. The financial projections are included in this proxy statement solely for informational purposes and not to induce any MANA stockholders to vote in favor of any of the proposals at the Special Meeting.

Neither Cardio’s independent auditors, nor any other independent accountants, have compiled, examined or performed any procedures with respect to the prospective financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the prospective financial information. The audit reports included in this proxy statement relate to historical financial information. They do not extend to the prospective financial information and should not be read to do so.

EXCEPT AS REQUIRED BY APPLICABLE SECURITIES LAWS, CARDIO DOES NOT INTEND TO MAKE PUBLICLY AVAILABLE ANY UPDATE OR OTHER REVISION TO THE PROSPECTIVE FINANCIAL INFORMATION. THE PROSPECTIVE FINANCIAL INFORMATION DOES NOT TAKE INTO ACCOUNT ANY CIRCUMSTANCES OR EVENTS OCCURRING AFTER THE DATE THAT INFORMATION WAS PREPARED. READERS OF THIS PROXY STATEMENT ARE STRONGLY CAUTIONED NOT TO PLACE UNDUE RELIANCE, IF ANY, ON THE UNAUDITED PROSPECTIVE FINANCIAL INFORMATION SET FORTH BELOW AND NOT TO RELY ON SUCH FINANCIAL INFORMATION IN MAKING A DECISION REGARDING THE BUSINESS COMBINATION PROPOSAL, AS SUCH FINANCIAL INFORMATION MAY BE MATERIALLY DIFFERENT THAN ACTUAL RESULTS. NONE OF CARDIO, MANA OR ANY OF THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, ADVISORS OR OTHER REPRESENTATIVES HAS MADE OR MAKES ANY REPRESENTATION TO ANY CARDIO STOCKHOLDER, MANA STOCKHOLDER OR ANY OTHER PERSON REGARDING ULTIMATE PERFORMANCE COMPARED TO THE INFORMATION CONTAINED IN THE PROSPECTIVE FINANCIAL INFORMATION OR THAT FINANCIAL AND OPERATING RESULTS WILL BE ACHIEVED. MANA DOES NOT INTEND TO REFERENCE THESE FINANIAL PROJECTIONS IN ITS FUTURE PERIODIC REPORTS FILED UNDER THE EXCHANGE ACT.

Certain of the measures included in the prospective financial information may be considered non-GAAP financial measures. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by Cardio may not be comparable to similarly titled amounts used by other companies. Financial measures provided to a financial advisor in connection with a business combination transaction are excluded from the definition of non-GAAP financial measures and therefore are not subject to SEC rules regarding disclosures of non-GAAP financial measures, which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure. Accordingly, we have not provided a reconciliation of such financial measures.

In light of the foregoing factors and the uncertainties inherent in these projections, and due to the fact that the Board of MANA did not rely upon the financial projections of Cardio in recommending the Business Combination and considered them inherently unreliable as such financial projections are not supported by a sufficiently long operating history, stockholders of MANA are strongly cautioned not to place undue reliance, if any, on these projections, and not to rely on these projections in making any decision regarding the Business Combination.

As described above, Cardio’s ability to achieve these projections will depend upon a number of factors outside of its control. These factors include significant business, economic and competitive uncertainties and contingencies. Cardio developed these projections based upon assumptions with respect to future business decisions and conditions that are subject to change, including Cardio’s execution of its strategies and product development, as well as growth in the markets in which it currently operates and proposes to operate. As a result, Cardio’s actual results may materially vary from the projections set out below. See also “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors.”

The key elements of the projections provided by Cardio’s management team to MANA are summarized in the table below with specific assumptions immediately following the table:

We caution investors that amounts presented in accordance with Cardio’s definitions of EBIT and Free Cash Flow may not be comparable to similar measures disclosed by other issuers because not all issuers calculate non-GAAP measures in the same manner.

The above financial metrics were included in Cardio’s forecasts that were provided to Benchmark solely for purpose of rendering its fairness opinion, which opinion is materially related to the Business Combination. Further, the forecasts are disclosed in this proxy statement in order to comply with Item 1015 of Regulation M-A regarding disclosure of Benchmark’s analyses or substantive work. Accordingly, consistent with SEC guidance, the metrics provided to Benchmark for purpose of rendering its fairness opinion are not deemed to be non-GAAP financial measures requiring reconciliation to GAAP and/or other additional disclosures.

The projections regarding Cardio’s future performance reflect and consider numerous material estimates and assumptions made by Cardio management and believed to be reasonable with respect to expected future financial performance. Generally, Cardio’s projected revenue is based on a variety of operational assumptions, including, the timing of development and commercialization of its products, population size and growth, level of product awareness with health care professionals, and pricing and payer mix. Further, projected gross profit is driven by the projected revenue and corresponding costs related to the delivery of its initial product, including salaries and benefits for product support and patient services and related overhead costs.

In connection with the preparation of the unaudited prospective financial information, Cardio’s management team considered various material assumptions, including but not limited to, the following:

The following provides more specificity or detail relative to certain of the above assumptions:

Benchmark performed a discounted cash flow analysis of Cardio to calculate the estimated present value of the standalone unlevered, after-tax free cash flows that Cardio was forecasted to generate during the last three quarters of 2022 and calendar years 2023 through 2026. The analysis included the following assumptions:

Benchmark calculated terminal values for Cardio by applying terminal multiples of 2.9x to 4.6x revenue of Cardio’s calendar year 2026. The cash flows and terminal values were then discounted to present value as of May 26, 2022 using discount rates ranging from 21.6% to 25.6%, which were based on an estimate of Cardio’s weighted average cost of capital. This resulted in a range of enterprise value for Cardio between $101.4 million and $187.1 million, and a corresponding range of equity value between $111.4 million and $197.1 million.

Based on Benchmark’s analyses of the estimated equity value of Cardio, the equity value attributable to Mana’s unaffiliated public stockholders (excluding the sponsor of MANA and affiliated stockholders) was estimated to be between $11.30 and 15.40 per share assuming no redemptions, which implies an estimated aggregate equity stake at closing of approximately 42.4% by non-redeeming stockholders, and between $11.90 and $18.20 per share assuming 90% redemptions, which implies an estimated aggregate equity stake at closing of approximately 13.5% by non-redeeming stockholders, compared to a redemption value of $10.00 per share. The estimated equity stakes of non-redeeming stockholders at closing did not include Earnout Shares as the Earnout Shares are contingent on future stock price triggers that equal or exceed $12.50 per share (subject to adjustment for stock splits, reverse stock splits and other similar recapitalization events), a level in excess of the redemption value per share that renders the consideration being fair to non-redeeming stockholders from a financial point of view.

The Board of Directors focused its analysis on whether the Business Combination is likely to generate a return for MANA’s stockholders that is greater than if the trust were to be liquidated. Our Board of Directors unanimously concluded that the Merger Agreement with Cardio is fair to and in the best interests of the MANA stockholders. See “The Business Combination Proposal — Basis for MANA Board of Directors’ Recommendation — Fairness Opinion.”

It is a requirement under the Nasdaq rules that the business or assets acquired in MANA’s initial business combination have a fair market value equal to at least 80% of MANA’s assets held in the Trust Account (excluding taxes payable on the income earned on the Trust Account) at the time of the execution of a definitive agreement for such initial business combination. As of May 27, 2022, the date of the execution of the Business Combination Agreement, the fair value of marketable securities held in the Trust Account was approximately $65 million and 80% thereof represents approximately $52 million. In reaching its conclusion that the Business Combination meets the 80% asset test, the Board of Directors reviewed the equity value of Cardio of not less than $111.4 million. In determining whether the equity value described above represents the fair market value of Cardio, the Board of Directors considered all of the factors described in this section and the section of this proxy statement entitled “The Business Combination Proposal — The Merger Agreement” and that the equity value Cardio was determined as a result of arm’s length negotiations. As a result, MANA concluded that the fair market value of the equity acquired was in excess of 80% of the assets held in the Trust Account (excluding taxes payable on the income earned on the Trust Account).

After careful consideration, MANA’s Board of Directors determined that the Business Combination with Cardio is fair to, and in the best interests of, MANA and its stockholders. On the basis of the foregoing, MANA’s Board of Directors has approved and declared advisable the Business Combination and recommends that you vote or give instructions to vote “FOR” each of the Business Combination Proposal and the other Proposals.

MANA’s Board of Directors have interests that may be different from, or in addition to your interests as a stockholder. See “The Business Combination Proposal — Interests of Certain MANA-Related Persons in the Business Combination” for further information.

When you consider the recommendation of MANA’s Board of Directors in favor of adoption of the Business Combination Proposal and other proposals, you should keep in mind that MANA’s directors and officers have interests in the Business Combination that are different from, or in addition to, your interests as a stockholder, including:

• If the proposed Business Combination is not completed by August 26, 2022 or the date that is 21 months from the closing of the Initial Public Offering, if extended beyond August 26, 2022 in monthly increments up to 12 monthly extensions (the “Business Combination Closing Deadline”), the 1,625,000 Sponsor Shares held by MANA’s Sponsor and its current independent directors (Mr. Allan Liu and Ms. Loren Mortman) (the Sponsor and both independent directors may be referred to herein as the “initial stockholders” of MANA), which were initially acquired by the Sponsor prior to the Initial Public Offering for an aggregate purchase price of $25,000, will be worthless. Such MANA Shares had an aggregate market value of $_____________ based on the closing price of MANA Shares of $___________ on the Nasdaq Global Market as of ___________, 2022.

• If the proposed Business Combination is completed, the approximate dollar value of the 150,000 Sponsor Shares to be transferred by the Sponsor to Mr. Jonathan Intrater, our chief executive officer, based on the transaction value would be approximately $1,459,000 (assuming no redemptions by the public stockholders) and approximately $1,507,000 (assuming maximum redemptions). Such MANA Shares had an aggregate market value of $_____________ based on the closing price of MANA Shares of $___________ on the Nasdaq Global Market as of ___________, 2022. Further, the approximate dollar value of the 100,000 private warrants that our Sponsor will transfer to Mr. Intrater following the closing of the Business Combination would be $_______ , based on the closing price of MANA’s Warrants of $____ on the Nasdaq Global Market as of ________, 2022.

• In each of the above scenarios, the accretion in value of the Sponsor Shares over the purchase price paid by the Sponsor for such shares would result in the Sponsor and other initial stockholders earning a positive rate of return on its investment, which could occur even if other MANA stockholders experience a negative rate of return on their investment in the post- Business Combination company.

• If the proposed Business Combination is not completed by the Business Combination Closing Deadline, the 2,500,000 Private MANA Warrants purchased by our Sponsor, for a total purchase price of $2,500,000, will be worthless. Such Private MANA Warrants had an aggregate market value of approximately $________ based on the closing price of MANA’s Warrants of approximately $________ on the Nasdaq Global Market as of ____, 2022.

• If the Business Combination with Cardio is completed, MANA will designate one member to the Board of Directors of the post Business combination company. Further, it is expected that the director designated by MANA to serve on the board of MANA following the closing of the Business Combination will receive awards under the MANA 2022 Omnibus Incentive Plan if our stockholders approve the Equity Plan Adoption Proposal.

• Our chief executive officer, Mr. Intrater, is a managing director at Ladenburg, Thalmann & Co., Inc., the underwriter of our Initial Public Offering. Pursuant to a Business Combination Marketing Agreement we entered into with Ladenburg, Thalmann & Co., Inc. and I-Bankers Securities, Inc., upon the consummation of our Initial Public Offering, we will pay them a business combination marketing fee of 2.5% of the gross proceeds of our Initial Public Offering upon the successful completion of our initial business combination. However, Mr. Intrater will not receive any of the deferred underwriting commissions, business combination marketing fees, or other potential payments to them based on the successful completion of the Business Combination.

• 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. Presently, none of the Sponsor or our directors, officers and their affiliates have incurred any out-of-pocket expenses that are subject to reimbursement.

Stockholders should keep in mind that certain members of the Cardio Board and executive officers of Cardio have interests in the Business Combination that are different from, or in addition to, those of Cardio’s stockholders. The Cardio Board was aware of and considered these interests, among other matters, in reaching the determination to approve the terms of the Business Combination and in recommending to Cardio stockholders that they vote to approve the Merger. These interests include, among other things:

In addition, the following individuals who are currently members of the Cardio Board are expected to become directors of Company’s board upon the consummation of the Business Combination: Warren Hosseinion, MD (Non-Executive Chairman of the Board), Meeshanthini Dogan, PhD and Robert Philibert, MD PhD See “Management of the Company After the Business Combination.”

In addition, certain members of the Cardio Board and executive officers of Cardio beneficially own options to purchase shares of Cardio Common Stock, which options will be assumed by the combined company upon consummation of the Business Combination. The treatment of such equity awards in connection with the Business Combination is described in the section entitled “The Merger Agreement—Consideration,” which description is incorporated by reference herein. See “Beneficial Ownership of Securities,” “Cardio’s Executive Compensation” and “Management of the Company After the Business Combination.”

The ownership of equity by Cardio’s current executive officers and non-employee director as of the Record Date is set forth in the table below.

The Business Combination will be treated by MANA as a “reverse merger” in accordance with GAAP. For accounting purposes, Cardio is considered to be acquiring MANA in this transaction. Therefore, for accounting purposes, the Business Combination will be treated as the equivalent of a capital transaction in which Cardio is issuing stock for the net assets of MANA. The net assets of MANA will be stated at historical cost, with no goodwill or other intangible assets recorded. The post-acquisition financial statements of MANA will show the consolidated balances and transactions of MANA and Cardio as well as comparative financial information of Cardio (the acquirer for accounting purposes).

The Business Combination and the other transactions contemplated by the Business Combination Agreement are not subject to any additional federal or state regulatory requirements or approvals, including the Hart-Scott Rodino Antitrust Improvements Act of 1976.

The following is a summary of the material provisions of the Merger Agreement, a copy of which is attached as Annex A to this proxy statement. You are encouraged to read the Merger Agreement, as amended, in its entirety for a more complete description of the terms and conditions of the Business Combination.

Upon the closing of the transactions contemplated in the Merger Agreement (the “Closing”), Cardio will become a wholly-owned subsidiary of MANA. The consummation of the transactions contemplated by the Merger Agreement are referred to collectively as the Business Combination. Merger Sub will merge with and into Cardio with Cardio surviving the merger.

At the Effective Time, each share of capital stock of Cardio issued and outstanding immediately prior to the Effective Time (including shares resulting from the conversion or exercise of equity rights, warrants and options of Cardio prior to the Effective Time) shall be canceled and converted into (i) the right to receive a number of MANA Shares equal to the product obtained by multiplying the shares of Cardio by Exchange Ratio, and (ii) the contingent right to receive a portion of the Earnout Shares in accordance with the provisions of Merger Agreement.

Each Cardio Option and each Cardio Warrant that is outstanding immediately prior to the effective time of the Closing, will be converted into an option or warrant, as the case may be, to purchase a number of shares of MANA Common Stock equal to the product (rounded down to the nearest whole number) of (i) the number of shares of MANA Shares subject to such option or warrant immediately prior to the Effective Date; and (ii) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per share of such option or warrant, as the case may be, immediately prior to the effective time of the Effective Date divided by (B) the Exchange Ratio. Any unconverted equity right of Cardio outstanding immediately prior to the effective time of the Closing, will also be converted into a similar right to a number of shares of MANA Common Stock subject to adjustment in accordance with the terms of the Merger Agreement.

The former stockholders of Cardio will receive shares of Common Stock of MANA. Assuming that the aggregate closing Merger Consideration value at the time of the Business Combination is $102,898,090, the maximum number of MANA Shares that may be issued to the Cardio stockholders is 6,366,049 MANA Shares, excluding the contingent right to receive up to 1,000,000 Earnout Shares. In addition, holders of Cardio options and warrants would receive, respectively, approximately 1,692,206 options to purchase MANA Shares and approximately 2,231,552 warrants to purchase MANA shares. These calculations are based on the definition of “Aggregate Closing Merger Consideration” means a number of shares of MANA common stock equal to the quotient of (a) the Aggregate Closing Merger Consideration Value divided by (b) $10.00, where the “Aggregate Closing Merger Consideration Value” is equal to result of (a) $75,000,000, plus (b) the aggregate exercise price of outstanding Cardio options and warrants, plus (c) the amount held by which the Company closing cash exceeds $500,000, minus (d) the amount by which the Company’s closing net debt exceeds $500,000. Based on the foregoing assumptions, the Exchange Ratio, as defined in the Merger Agreement (the “Exchange Ratio”) is 3.296. Further, of the MANA Shares actually to be delivered at closing, a total of 800,000 shares of Common Stock will be placed in escrow for a period of up to 36 months to provide for indemnification claims which may be brought by MANA. In the event that the factors described above under the definition of Aggregate Closing Merger Consideration is different from the assumptions stated above and/or Cardio’s capital structure prior to the Effective Time of the Closing changes, the allocation of the MANA Shares issuable to the Cardio security holders will change.

A portion of the total Merger Consideration is subject to an Earnout Period. Upon certain triggering events that occur during the Earnout Period, Cardio stockholders who are members of the “Stockholder Earnout Group,” as defined in the Merger Agreement, are entitled to receive up to an additional 1,000,000 Earnout Shares. The Earnout Shares may be released upon the following triggering events after the Closing of the Business Combination. The triggering events that will result in the issuance of the Earnout Shares during the Earnout Period are the following:

(i) one-quarter of the Earnout Shares will be released from the Exchange Account and distributed to each member of the Stockholder Earnout Group on a pro rata basis if, on or prior to the fourth (4th) anniversary of the Closing, the VWAP of shares of Mana Shares equals or exceeds $12.50 per share, subject to adjustment for stock splits, reverse stock splits and other similar recapitalization events, for thirty (30) of any forty (40) consecutive trading days commencing after the closing on the Nasdaq Global Market;

(ii) in addition to the issuance of Earnout Shares contemplated by the immediately preceding clause (i), an additional one-quarter of the Earnout Shares will be released from the Exchange Account and distributed to each member of the Stockholder Earnout Group on a pro rata basis if, on or prior to the fourth (4th) anniversary of the Closing the VWAP of Mana Shares equals or exceeds $15.00 per share, subject to adjustment for stock splits, reverse stock splits and other similar recapitalization events, for thirty (30) of any forty (40) consecutive trading days commencing after the closing on the Nasdaq Global Market;

(iii) in addition to the issuance of Earnout Shares contemplated by the immediately preceding clauses (i) and (ii), an additional one-quarter of the Earnout Shares will be released from the Exchange Account and distributed to each member of the Stockholder Earnout Group on a pro rata basis if, on or prior to the fourth (4th) anniversary of the Closing the VWAP of shares of Mana Shares equals or exceeds $17.50 per share, subject to adjustment for stock splits, reverse stock splits and other similar recapitalization events, for thirty (30) of any forty (40) consecutive trading days commencing after the closing on the Nasdaq Global Market; and

(iv) in addition to the issuance of Earnout Shares contemplated by the immediately preceding clauses (i), (ii) and (iii), an additional one-quarter of the Earnout Shares will be released from the Exchange Account and distributed to each member of the Stockholder Earnout Group on a pro rata basis if, on or prior to the fourth (4th) anniversary of the Closing the VWAP of shares of Mana Shares equals or exceeds $20.00 per share, subject to adjustment for stock splits, reverse stock splits and other similar recapitalization events, for thirty (30) of any forty (40) consecutive trading days commencing after the closing on the Nasdaq Global Market.

Assuming there are no redemptions of our public shares, that Cardio’s closing cash at the time of the Business Combination is $9,700,000 and its closing net debt at the time of the Business Combination is $0, the aggregate exercise prices of the Cardio options and warrants is $18,698,090, that Cardio has raised total gross proceeds of $10 million in private placements in 2022, MANA will issue the Cardio stockholders 6,366,049 MANA Shares (excluding the contingent right to 1,000,000 Earnout Shares), assume options to acquire approximately 1,692,206 MANA Shares to the holders of Cardio options, assume warrants to acquire approximately 2,231,552 MANA Shares to the holders of Cardio warrants, assume equity rights granted by Cardio and have an aggregate of approximately 15,419,620 shares issued and outstanding. The following presentation also gives effect to the issuance of MANA Shares upon the conversion of the MANA Rights but does not include any MANA Shares which may be issued upon exercise of 3,250,000 public warrants or 2,500,000 warrants issued to the Sponsor. Of such amount, it is anticipated that upon completion of the Business Combination, the ownership of the issued and outstanding shares of MANA Common Stock of the post-Merger company will be as follows:

• MANA public stockholders (which excludes our Sponsor) will own 6,500,000 MANA common shares, which will represent approximately 42.1% of our common shares;

• Our Sponsor, officers and directors will own 1,625,000 MANA common shares, which will represent approximately 10.5% of our common shares;

• Our holders of MANA Rights will own 928,571 MANA common shares, which will represent approximately 6.0% of our common shares; and

• Cardio former stockholders will own approximately 6,366,049 MANA common shares (excluding the Earnout Shares), which will represent approximately 41.4% of our common shares.

Assuming (i) redemption by holders of 5,999,999 shares of MANA’s common stock (based upon no redemptions by our Sponsor, officers or directors and maintaining a number of shares to maintain at least $5,000,001 in assets at a value of $10.00 per share), that Cardio’s closing cash at the time of the Business Combination is $9,700,000 and its closing net debt at the time of the Business Combination is $0, the aggregate exercise prices of the Cardio options and warrants is $18,698,090, that Cardio has raised total gross proceeds of $10 million in private placements in 2022, MANA will issue the Cardio stockholders 6,366,049 MANA Shares (excluding the contingent right to 1,000,000 Earnout Shares), assume options to acquire approximately 1,692,206 MANA Shares to the holders of Cardio options, assume warrants to acquire approximately 2,231,552 MANA Shares to the holders of Cardio warrants, assume equity rights granted by Cardio and have an aggregate of approximately 9,419,621 shares issued and outstanding. The following presentation also gives effect to the issuance of MANA Shares upon the conversion of the MANA Rights but does not include any MANA Shares which may be issued upon exercise of 3,250,000 public warrants or 2,500,000 warrants issued to the Sponsor. Of such amount, it is anticipated that upon completion of the Business Combination, the ownership of the issued and outstanding shares of MANA common stock of the post-Merger company will be as follows:

• MANA public stockholders (which excludes our Sponsor) will own 500,001 MANA common shares, which will represent approximately 5.3% of our common shares;

• Our Sponsor, officers and directors will own 1,625,000 MANA common shares, which will represent approximately 17.3% of our common shares;

• Our holders of MANA Rights will own 928,571 MANA common shares, which will represent approximately 9.8% of our common shares; and

• Cardio former stockholders will own approximately 6,366,049 MANA common shares (excluding the Earnout Shares), which will represent approximately 67.6% of our common shares.

The ownership percentages with respect to the post-Business Combination company set forth above do not take into account:

(a) shares underlying issued and outstanding MANA Warrants issued in our IPO that will remain outstanding immediately following the Business Combination;

After giving effect to the conversion of our outstanding rights into 928,571 MANA shares, all securities, ownership and voting control of our Sponsor, officers and directors will be as follows:

(1) This presentation assumes no additional holders of our common stock exercise their redemption rights with respect to their redeemable common stock upon the Closing.

(2) This presentation assumes the maximum redemption of our public shares to maintain at least $5,000,001 million in assets in our trust account).

The number of MANA Shares to be issued at Closing is based upon a valuation of $75,000,000, subject to adjustment for Cardio’s closing net debt, closing cash and factors described in the Merger Agreement. See “General Description of the Business Combination” on page [__] above and “Conduct Prior to Closing; Covenants” below at page [__].

As a condition to the Merger Agreement, Cardio agreed to provide MANA with funds sufficient to pay the deposit required to extend the existence of MANA after August 26, 2022, if the proposed Business Combination has not closed by that date. In the event that any delay in the SEC declaring the Form S-4/Proxy Statement effective or the MANA’s stockholder meeting must be scheduled beyond the initial expiration date of MANA, MANA shall have the right to effect one or more one-month extensions of corporate duration, and Cardio shall, upon the request of MANA, advance to MANA the necessary extension fees of $216,667 per monthly extension (as provided for in the Amended and Restated Certificate of Incorporation of MANA) by wire transfer of immediately available funds. Such advance(s) shall be evidenced by the issuance of one or more promissory notes, which notes will be repaid for the benefit of the stockholders of MANA upon the consummation of the Business Combination as described elsewhere in this proxy statement; provided, however, in the event of the termination of the Merger Agreement, in some circumstances, MANA shall promptly repay to Cardio the full amount of such advances.

The parties agreed that immediately following the closing of the Business Combination, MANA’s board of directors will consist of no more than seven directors, one of which will be designated by MANA and six of which will be designated by Cardio. The following persons will serve as directors of MANA following closing: Warren Hosseinion, MD, Meeshanthini (Meesha) Dogan, PhD, Robert (Rob) Philibert, MD PhD, Brandon Sim, Stanley Lau, MD, Oded Levy and James Intrater.

Additionally, as part of the merger of Merger Sub with and into MANA, the corporate name of MANA will be changed from MANA Capital Acquisition Corp. to Cardio Diagnostics Holdings Inc.

The Company and Cardio are seeking to conduct an additional PIPE of $3 million following the Closing the Business Combination in support of efforts to enter into a strategic business relationship. It is expected that the $3 million sought to be raised in this financing will be supportive of, but is not necessary to, the business plans of Cardio, for the period commencing with the Closing through the end of 2023. The Company has been advised that $3 million is the cash amount that the potential strategic counterparty has proposed and is presently considering investing in the combined entity and reflects the potential opportunity that the potential strategic counterparty envisages from such a strategic business relationship.

Prior to the consummation of the Business Combination, the holders of a majority of MANA’s common stock attending a stockholder’s meeting, in person or by proxy (at which there is a quorum), must approve the transactions contemplated by the Merger Agreement (the “Stockholder Approval”). In connection with obtaining the Stockholder Approval, MANA must call a special meeting of its common stockholders and must prepare and file with the SEC a Proxy Statement on Schedule 14A, which will be mailed to all stockholders entitled to vote at the meeting. Under the terms of the Merger Agreement, MANA also agreed to obtain stockholder approval for the Charter Amendment Proposal (Proposal No. 2), the Equity Plan Adoption Proposal (Proposal No. 3), the Nasdaq 20% Proposal (see Proposal No. 4), and the Director Election Proposal (Proposal No. 5). This proxy statement is intended to satisfy the information requirements under Schedule 14A for each of these proposals.

In the Merger Agreement, Cardio (on behalf of itself and its subsidiaries) and the Shareholders’ Representative made certain representations and warranties (with certain exceptions set forth in the disclosure schedule to the Merger Agreement) relating to, among other things: (a) proper corporate organization of Cardio and its subsidiaries and similar corporate matters; (b) authorization, execution, delivery and enforceability of the Merger Agreement and other transaction documents; (c) Compliance and governmental authorization; (d) absence of conflicts; (e) capital structure; (f) accuracy of charter and organizational documents; (g) accuracy of corporate records; (h) complete and correct list of assumed names; (i) proper ownership, corporate power and authority of subsidiaries; (j) required consents and approvals; (k) financial information; accurate books and records; (l) absence of certain changes or events; (m) title to assets and properties; (n) Litigation; (o) material contracts; (p) licenses and permits; (q) compliance with laws, including those relating to foreign corrupt practices and money laundering; (r) ownership of intellectual property; (s) suppliers; (t) accounts receivable and payables; (u) Pre-payments; (v) employees; (w) employment and labor matters and related party matters; (x) withholding; (y) employee benefits and compensation; (z) other customary representations and warranties.

In the Merger Agreement, MANA and Merger Sub made certain representations and warranties relating to, among other things: (a) proper corporate organization and power; (b) authorization, execution, delivery and enforceability of the Merger Agreement and other transaction documents; (c) government authorization; (d) absence of conflict; (e) compliance; (f) duly issuance of Merger Consideration; (g) capital structure; (h) board approval; (i) compliance with SEC filing requirements; (j) absence of certain changes or events; (k) litigation; (l) tax matters; (m) absence of brokers and finders except for those disclosed; (n) other customary representations and warranties.

The Merger Agreement contains certain customary covenants of MANA and Cardio, including, among others, the following:

(i) conduct its business in the ordinary course of business and in a manner consistent with past practice, and to timely file all tax returns and pay all taxes and observe and conform in all material respects to all applicable laws;

(ii) use its commercially reasonable efforts to preserve substantially intact the business organization of Cardio and its subsidiaries, to keep available the services of the current officers, key employees and consultants and to preserve the current relationships with customers, suppliers and other persons with significant business relations;

(iii) not, and to cause each subsidiary not to, between the date of the Merger Agreement and the Effective Time or the earlier termination of the Merger Agreement, without the prior written consent of MANA (a) amend or change its certificate of incorporation or other organizational documents; (b) issue, sell, pledge, or dispose of securities and material assets, (c) pay any dividend or distribution; (d) acquire any business organization in an amount in excess of $250,000 or incur any indebtedness in excess of $250,000, (e) other customary restrictions;

(iv) enter into non-compete and non-solicit agreements with certain directors and officers pursuant to which they will agree to certain non-compete and non-solicit provisions; and

(v) enter into lockup agreements with certain of its existing security holders pursuant to which the newly acquired MANA Shares shall be subject to a lock-up in accordance with the terms and conditions in the lock-up Agreement.

(i) operate its business in the ordinary course prior to the Closing of the Business Combination (with certain exceptions) and not to take certain specified actions without the prior written consent of Cardio;

(ii) prepare and present to its board of directors, a long-term incentive plan for service providers and its subsidiaries that initially reserves [ ] shares of its common shares. The equity incentive plan shall be adopted by MANA’s board of directors prior to the Closing; and

(iii) use its reasonable best efforts to keep its units, common stock, rights and warrants listed for trading on the Nasdaq Stock Market.

Pursuant to the terms of the Merger Agreement, the obligation of MANA and Cardio to consummate the Business Combination is conditioned on, among other things: (a) the absence of any order, stay, judgment or decree by any government agency restraining or prohibiting or imposing any condition on the Closing of the Business Combination; (b) all necessary governmental approvals having been obtained; (c) the absence of any litigation brought by a governmental agency seeking to enjoin or otherwise restrict the consummation of the Business Combination; (d) MANA’s listing application for the combined companies with the Nasdaq Global Market in connection with the transactions contemplated by the Merger Agreement shall have been approved, immediately following the Closing and MANA, on a combined basis, shall satisfy any applicable initial and continuing listing requirements of the Nasdaq Global Market and MANA shall not have received any notice of non-compliance therewith; (e) the MANA Shares shall have been approved for continued listing on the Nasdaq Global Market, subject to completion of the Business Combination; (f) the MANA stockholders have approved the Equity Incentive Plan Proposal; (g) each of the directors and officers of MANA shall provide their resignations effective at Closing, and the proposed new directors of the Purchaser shall have been appointed; and (i) each of MANA and Cardio shall have obtained the approval of its respective stockholders.

The obligations of Cardio to consummate the transactions contemplated by the Merger Agreement, in addition to the conditions described above, are conditioned upon, among other things, each of the following:

• MANA complying in all material respects with all of its obligations required to be performed pursuant to the covenants in the Merger Agreement;

• MANA Shares, after giving effect to the Business Combination, continue to remain accepted for listing and trading upon the Nasdaq Stock Market; and

• All of the representations and warranties of MANA contained in the Merger Agreement and in any certificate delivered in connection with Closing, disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect (as defined in the Merger Agreement), shall be true and correct.

The obligations of MANA to consummate the transactions contemplated by the Merger Agreement, in addition to the conditions described above in the first paragraph of this section, are conditioned upon, among other things, each of the following:

• There shall have been no continuing event, change or occurrence which individually or together with any other event, change or occurrence, would reasonably be expected to have a material adverse effect on Cardio;

• Cardio shall have duly performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Closing Date;

• All of the representations and warranties of Cardio contained in the Merger Agreement and in any certificate delivered in connection with Closing, disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect (as defined in the Merger Agreement), shall be true and correct;

• Cardio shall have delivered to MANA executed (i) payoff letters for all indebtedness, expenses and other liabilities of itself and each of its subsidiaries that remain unpaid as of immediately prior to the Closing, and (ii) any required consents to the transactions contemplated hereunder under any material contracts, leases or permits;

• MANA shall have received executed employment agreements from certain members of Management of Cardio;

• MANA shall have received executed non-compete agreements restrict their ability to compete against the businesses of the combined companies for up to three years following the Closing;

• Each of the Lock-up Agreement, and Escrow Agreement shall have been duly executed and delivered by each party thereto other than MANA;

• Cardio shall have available capital in an amount sufficient for the purposes of paying its indebtedness and to provide for sufficient working capital; and

• Cardio shall have consummated sales of at least $4,500,000 of its securities in a private placement.

In connection with the Closing, certain of the Cardio stockholders will agree, subject to certain customary exceptions and to the extent the public float requirements of the Nasdaq Stock Market are met, not to (i) sell, offer to sell, contract or agree to sell, pledge or otherwise dispose of, directly or indirectly, any shares of MANA Common Stock held by them (the “Lock-up Shares”), (ii) enter into a transaction that would have the same effect, (iii) enter into any swap, hedge or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Shares or otherwise or engage in any short sales or other arrangement with respect to the Lock-Up Shares or (iv) publicly announce any intention to effect any transaction specified in clause (i) or (ii) until the date that is 6 months after the Closing Date (the “Lock-Up Period”).

In connection with the Business Combination, MANA, the Shareholders’ Representative on behalf of the stockholders of Cardio, and MANA’s transfer agent, Continental Stock Transfer & Trust Company (the “Transfer Agent”), will enter into an indemnification escrow agreement for the escrow of the 800,000 indemnification escrow shares (the “Escrow Shares”) to be deposited for a period of up to thirty-six (36) months after the Closing Date to satisfy any potential indemnification claims pursuant to the Merger Agreement. As provided for in the Merger Agreement, from and after the Closing, those Cardio stockholders who receive Merger Consideration under the Merger Agreement shall indemnify and hold harmless MANA against and in respect of specified actual and direct losses incurred or sustained by MANA as a result of: (a) any breach of any of Cardio’s representations and warranties set forth in the Merger Agreement (as modified by the Cardio disclosure schedule to the Merger Agreement); (b) any breach of any covenants or obligations of Cardio contained in the Merger Agreement to be performed prior to the Closing; and (c) certain additional losses as specified in the Merger Agreement. The indemnification to which MANA is entitled from the Escrow Participants (as defined in the Merger Agreement) pursuant to the Merger Agreement shall be effective so long as it is asserted prior to the expiration of the 24-month anniversary of the Closing date, except for certain claims that may be asserted prior to the expiration the 36-month anniversary of the Closing date. The Escrow Shares shall serve as MANA’s exclusive security for the indemnification obligations under the Merger Agreement. Of the Escrow Shares, 750,000 shares shall provide security for general indemnification claims for which the survival period is 24 months and 50,000 shares shall provide security for certain specified losses (referred to as the “Supplemental Indemnified Matters”) and for which the survival period is 36 months.

• MANA’s sole and exclusive remedy for all indemnifiable losses under the Merger Agreement shall be the recovery of a number of MANA Shares from the Escrow Shares having a value equal to the losses that have been finally determined to be owing to MANA in accordance with the Merger Agreement (at an assumed value equal to $10.00 per share (the “Escrow Share Value”)), subject to the Indemnifiable Loss Limit (as defined below).

• Except for the Supplemental Indemnified Matters, the maximum liability of the indemnifying persons under the Merger Agreement or otherwise in connection with the transactions contemplated by the Merger Agreement shall in no event exceed an amount equal to: (i) the Escrow Share Value, multiplied by (ii) the Escrow Shares (the “Indemnifiable Loss Limit”).

• Except for the Supplemental Indemnified Matters, MANA shall not be entitled to indemnification unless and until the aggregate amount of losses is at least $375,000, at which time, subject to the Indemnifiable Loss Limit, MANA shall be entitled to indemnification for any losses above such threshold.

• Except for the Supplemental Indemnified Matters, the indemnifying persons shall have no liability or obligation to indemnify MANA under the Merger Agreement with respect to the breach or inaccuracy of any representation, warranty, covenant or agreement based on any matter, fact or circumstance known to MANA or any of its representatives or disclosed in the information set out in any schedule to the Merger Agreement.

• Nothing in the Merger Agreement (i) limits the parties’ rights to seek injunctive relief or other equitable remedies, (ii) would prevent MANA from bringing an action for fraud (with scienter) against the Person who committed such fraud (with scienter) or (iii) limit the right of any person or entity to pursue remedies under any other agreement entered into in connection with the transactions contemplated by the Merger Agreement against the parties thereto.

The indemnification to which MANA is entitled from the Escrow Participants pursuant to the Merger Agreement for losses shall be effective so long as it is asserted prior to the expiration of the 24 month anniversary of the Closing date (or 36 month period for the Supplemental Indemnified Matters) (the “Survival Period”); provided, that in the event that any indemnification notice shall have been given by MANA in accordance with the provisions of the Merger Agreement prior to the expiration of the Survival Period and such claim has not been finally resolved by the expiration of the Survival Period, the representations, warranties, covenants, agreements or obligations that are the subject of such Indemnification Notice shall survive solely for purposes of resolving any such claims.

The Merger Agreement may be terminated and/or abandoned at any time prior to the Closing by:

• MANA or Cardio, in the event a governmental authority shall have issued an order, having the effect of permanently restraining, enjoining or otherwise prohibiting the Business Combination, which order is final and non-appealable.

• MANA or Cardio, if the Effective Time shall not have occurred prior to December 23, 2022 (the “Outside Date”), so long as the party terminating the Merger Agreement is not directly or indirectly in breach of the Merger Agreement and such breach is not the principal cause of the failure to Close before the Outside Date. Cardio may extend the Outside Date for a three (3) month period if all of the conditions to Closing, other than the conditions set forth in Section 9.1(d), Section 9.1(f) and Section 9.1(g) of the Merger Agreement and, as a direct result of the failure to satisfy the conditions set forth in Section 9.1(g), Section 9.1(a) and Section 9.1(b) of the Merger Agreement, shall have been satisfied or shall be capable of being satisfied at such time, or, to the extent permitted by applicable Law, shall have been waived.

• MANA, if Cardio amends, changes or modifies or seeks to amend, change or modify its disclosure schedules, financial statements or projections delivered to MANA in accordance with the Merger Agreement and such amendment, change or modification will constitute a material adverse change.

• MANA or Cardio, if the Stockholders Meeting is held and it has concluded that its stockholders have not approved the Business Combination or any of the other proposals under consideration at the Stockholders Meeting.

• MANA or Cardio, if the required number of shares held by Cardio stockholders fail to approve the Business Combination.

• MANA, if: (i) Cardio shall have breached any representation, warranty, agreement or covenant contained in the Merger Agreement to be performed on or prior to the Closing Date, which has rendered the satisfaction of any of the conditions set forth in Section 9.2 of the Merger Agreement impossible; and (ii) such breach shall not be cured within thirty (30) days following receipt by Cardio of a written notice from MANA describing in reasonable detail the nature of such breach.

• Cardio, if: (i) MANA shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing Date, which has rendered the satisfaction of any of the conditions set forth in Section 9.3 of the Merger Agreement impossible; and (ii) such breach shall not be cured within thirty (30) days following receipt by MANA of a written notice from Cardio describing in reasonable detail the nature of such breach.

The Merger Agreement further provides, that other than with respect to the failure of (1) the SEC to provide to MANA notice of no further comments to its proxy statement or (2) MANA to comply with its obligation to take all necessary actions to extend its corporate existence as described in the Merger Agreement, in the event that (i) the Closing does not take place on or prior to the Outside Date (or a later date as may be extended by MANA’s board and/or its stockholders) due to any delay caused by or any reason directly attributable to Cardio or its subsidiaries, (ii) Cardio does not obtain the approval of the Business Combination by the required number of Cardio stockholders or (ii) there is a valid and effective termination of this Agreement by MANA as a result of any breach of the Merger Agreement by Cardio, but only if such breach does or would constitute a material adverse effect, then Cardio shall pay to MANA a break-up fee in cash equal to $3,000,000.

The foregoing summary of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the actual Merger Agreement, which are filed as Annex A hereto, and which are incorporated by reference herein. Terms used herein as defined terms and not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement.

Except as described above, no consideration was paid by MANA in connection with the agreements described above.

The existence of financial and personal interests of one or more of MANA’s directors may result in a conflict of interest on the part of such director(s) between what he or they may believe is in the best interests of MANA and its stockholders and what he or they may believe is best for himself or themselves in determining to recommend that stockholders vote for the proposals. See the section entitled “The Business Combination Proposal — Interests of MANA’s Directors and Officers in the Business Combination” for a further discussion.

The approval of the Business Combination Proposal requires the affirmative vote of a majority of the MANA Shares present in person or represented by proxy and entitled to vote.

OUR BOARD UNANIMOUSLY RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” THE BUSINESS COMBINATION PROPOSAL.

In connection with the Business Combination, we are asking our stockholders to approve the adoption of the proposed amendment to our Amended and Restated Certificate of Incorporation, substantially in the form attached to this proxy statement as Annex B, to be effective upon the consummation of the Business Combination. If the Business Combination and the Charter Amendment Proposal are approved, we would amend our current Amended and Restated Certificate of Incorporation to reflect the matter described in this Proposal.

The following is a summary of the only change effected by the proposed amendment (the “Charter Amendment”) relative to the current Amended and Restated Certificate of Incorporation. This summary is qualified in its entirety by reference to the full text of the proposed charter, substantially in the form included as Annex B to this proxy statement.

• to change the name of the new public entity to “Cardio Diagnostics Holdings, Inc.” from “Mana Capital Acquisition Corp.”

In the judgment of the Board, the proposed Charter Amendments are necessary to address the needs of the post-combination company. In particular, the name of the new public entity is desirable to reflect the business of the post-combination company.

The approval of the Charter Amendment Proposal requires the affirmative vote of a majority of the outstanding shares entitled to vote thereon at the special meeting. Abstentions and broker non-votes have the same effect as a vote “AGAINST” the proposal.

The Charter Amendment Proposal is conditioned upon approval of the other condition precedent proposals. If the other condition precedent proposals are not approved, the Charter Amendment Proposal will have no effect, even if approved by our stockholders.

OUR BOARD UNANIMOUSLY RECOMMENDS THAT OUR STOCKHOLDERS VOTE
“FOR” THE CHARTER AMENDMENT PROPOSAL.

The Board of Directors is asking stockholders to approve the proposed Mana Capital Acquisition Corp. 2022 Omnibus Incentive Plan (“Omnibus Plan”). The following summary of the Omnibus Plan is qualified in its entirety by the complete text of the Omnibus Plan contained in Annex C.

Prior to the consummation of the Business Combination, MANA’s board of directors is expected to approve and adopt, subject to MANA stockholder approval, the Omnibus Plan, effective as of and contingent upon the consummation of the Business Combination. The Board of Directors is seeking to reserve, assuming no redemptions of the outstanding public shares, 3,292,206 shares of common stock (approximately 13% of the anticipated shares of MANA common stock issued and outstanding immediately after closing of the Business Combination on a fully-diluted basis) for issuance pursuant to the Omnibus Plan. Within this reserve, a total of approximately 51% represents options previously granted by Cardio to its officers and employees and assumed by MANA under the Omnibus Plan and the remaining shares under the Omnibus Plan will be available for future awards to be granted under the Omnibus Plan.

Equity compensation is an important component of our future executive, employee and director compensation programs. We believe it aligns employee and director compensation with stockholder interests and motivates participants to achieve long-range goals. Stockholder approval of the Omnibus Plan would permit MANA Shares to be awarded as employee incentive compensation, allowing the Board of Directors to attract and retain key employees, provide them competitive compensation, adapt to evolving compensation practices and account for our growth. Upon stockholder approval, awards to participants will be made pursuant to the Omnibus Plan. We are seeking stockholder approval to make MANA Shares available for future grants under the Omnibus Plan as described below.

Stockholder approval of the Omnibus Plan is necessary in order for us to (1) satisfy the stockholder approval requirements of The Nasdaq Stock Market and (2) grant incentive stock options (“ISOs”) and other awards thereunder. Specifically, approval of the Omnibus Plan will constitute approval of the material terms of the Omnibus Plan pursuant to the stockholder approval requirements of Section 422 of the Code relating to ISOs. If stockholders do not approve this proposal, the Omnibus Plan will not become effective, and we will not be able to grant equity awards under the Omnibus Plan.

• motivate eligible individuals to whom awards under the Omnibus Plan will be granted, who we refer to as the “Participants,” by means of appropriate incentives, to achieve long-range goals;

• provide incentive compensation opportunities that are competitive with those of other similar companies; and

• further align Participants’ interests with those of our other stockholders through compensation that is based on MANA Shares.

The Omnibus Plan promotes the long-term financial interest of our company and its subsidiaries, including the growth in value of our company’s equity and enhancement of long-term stockholder return.

We intend to use equity-based compensation granted under our long-term incentive plans as a key element of our executives’ compensation packages, and each year will disclose the prior year grants to and other compensation of our named executive officers in our proxy statement. We believe the Omnibus Plan assists with linking executives’ overall compensation opportunities to the enhancement of long-term stockholder return.

The Omnibus Plan provides for the grant of non-qualified and incentive stock options, full value awards, and cash incentive awards. The flexibility inherent in the plan permits the Board of Directors to change the type, terms and conditions of awards as circumstances may change. We believe that this flexibility and the resulting ability to more affirmatively adjust the nature and amounts of executive compensation are particularly important for our industry and to a global company such as ours, given the volatility of the public markets and reactions to economic and world events. Equity compensation, which aligns the interests of executives and our stockholders, is an important tool for the Board of Directors.

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, which agreements will be effective upon Closing of the Business Combination other than the agreement with Khullani Abdullahi, whose agreement was effective as of May 19, 2022. A maximum total of 1,692,206 shares will be reserved and allocated to Exchanged Options held by current Cardio employees and directors. See "Directors, Executive Officers, Executive Compensation and Corporate Governance."

The Omnibus Plan will be administered by the Compensation Committee of the Board of Directors (the “Committee”), unless otherwise provided by the Board of Directors. The Committee selects the Participants, the time or times of receipt of awards, the types of awards to be granted and the applicable terms, conditions, performance targets, restrictions and other provisions of such awards, to cancel or suspend awards, and to accelerate the exercisability or vesting of any award under circumstances designated by it. The Committee may delegate all or any portion of its responsibilities or powers under the Omnibus Plan to persons selected by it. If the Committee does not exist or for any other reason determined by the Board of Directors, and to the extent not prohibited by applicable law or the applicable rules of any stock exchange, the Board of Directors may take any action under the Omnibus Plan that would otherwise be the responsibility of the Committee.

If an award of common stock is settled in cash, the total number of shares with respect to which such payment is made shall not be considered to have been delivered. However, (i) if shares covered by an award are used to satisfy the applicable tax withholding obligation, the number of shares held back by MANA to satisfy such withholding obligation shall be considered to have been delivered; (ii) if the exercise price of any option granted under the Omnibus Plan is satisfied by tendering MANA Shares to us (including MANA Shares that would otherwise be distributable upon the exercise of the option), the number of MANA Shares tendered to satisfy such exercise price shall be considered to have been delivered; and (iii) if we repurchase MANA Shares with proceeds received from the exercise of an option issued under the Omnibus Plan, the total number of shares repurchased shall be deemed delivered.

Notwithstanding the minimum vesting limitations described below with respect to options and full value awards, the Committee may grant options and full value awards that are not subject to such minimum vesting provisions. The MANA Shares with respect to which awards may be made under the Omnibus Plan shall be:

• to the extent permitted by applicable law, currently held or acquired by MANA as treasury shares, including shares purchased in the open market or in private transactions; or

• shares purchased in the open market by a direct or indirect wholly-owned subsidiary of MANA, and we may contribute to the subsidiary an amount sufficient to accomplish the purchase of the shares to be so acquired.

At the discretion of the Committee, an award under the Omnibus Plan may be settled in cash, MANA Shares, the granting of replacement awards, or a combination thereof; provided, however, that if a cash incentive award is settled in MANA Shares, it must satisfy the minimum vesting requirements related to full value awards.

The Committee may use MANA Shares available under the Omnibus Plan as the form of payment for compensation, grants or rights earned or due under any other compensation plans or arrangements of our company or a subsidiary, including the plans and arrangements of our company or a subsidiary assumed in business combinations.

In the event of a corporate transaction involving MANA (including, without limitation, any share dividend, share split, extraordinary cash dividend, recapitalization, reorganization, merger, amalgamation, consolidation, share exchange, split-up, spin-off, sale of assets or subsidiaries, combination or exchange of shares), the Committee shall adjust outstanding awards to preserve the benefits or potential benefits of the awards. Action by the Committee may include:

• adjustment of the number and kind of shares which may be delivered under the Omnibus Plan;

• any other adjustments that the Committee determines to be equitable, which may include, without limitation:

• replacement of awards with other awards which the Committee determines have comparable value and which are based on stock of a company resulting from the transaction; and

• cancellation of the award in return for cash payment of the current value of the award, determined as though the award is fully vested at the time of payment, provided that in the case of an option, the amount of such payment will be the excess of value of the MANA Shares subject to the option at the time of the transaction over the exercise price.

Except as otherwise provided by the Committee, awards under the Omnibus Plan are not transferable except as designated by the Participant by will or by the laws of descent and distribution.

All employees and directors of, and consultants and other persons providing services to, MANA or any of its subsidiaries (or any parent or other related company, as determined by the Committee) are eligible to become Participants in the Omnibus Plan, except that non-employees may not be granted incentive stock options.

The Committee may grant an incentive stock option or non-qualified stock option to purchase MANA Shares at an exercise price determined by the Committee. Each option shall be designated as an incentive stock option, a tax-qualified option or non-qualified stock option when granted. An incentive stock option is a stock option intended to satisfy additional requirements required by federal tax rules in the United States as specified in the Omnibus Plan (and any incentive stock option granted that does not satisfy such requirements shall be treated as a non-qualified stock option).

Except as provided for under the Omnibus Plan (including with respect to Exchanged Options) and as described below, the exercise price for an option shall not be less than the fair market value of a MANA Share at the time the option is granted; provided, that the exercise price of an incentive stock option granted to any employee who owns more than 10 percent of the voting power of all classes of stock in our company or a subsidiary shall not be less than 110 percent of the fair market value of a MANA Share at the time of grant. The exercise price of an option may not be decreased after the date of grant nor may an option be surrendered to MANA as consideration for the grant of a replacement option with a lower exercise price, except as approved by our stockholders or as adjusted for corporate transactions described above.

No option shall be surrendered to MANA in consideration for a cash payment or grant of any other award if at the time of such surrender the exercise price of such option is greater than the then current fair market value of a share of Common Stock, except as approved by our stockholders. In addition, the Committee may grant options with an exercise price less than the fair market value of the MANA Shares at the time of grant in replacement for awards under other plans assumed in connection with business combinations if the Committee determines that doing so is appropriate to preserve the benefit of the awards being replaced. No dividend equivalents may be granted under the Omnibus Plan with respect to any option.

The option shall be exercisable in accordance with the terms established by the Committee. In the event of the Participant’s termination occurs for any reason other than death, disability, retirement, or involuntary termination without cause, any unvested options will be forfeited. In the event the Participant’s termination occurs due to death, disability, retirement or involuntary termination without cause, any unvested options shall be exercisable only as determined by the Committee in its sole discretion.

The full purchase price of each MANA Share purchased upon the exercise of any option shall be paid at the time of exercise of an option. Except as otherwise determined by the Committee, the purchase price of an option shall be payable in cash, by promissory note, or by MANA Shares (valued at fair market value as of the day of exercise), including shares of stock otherwise distributable on the exercise of the option, or a combination thereof. If the shares remain publicly traded, the Committee may permit a Participant to pay the exercise price by irrevocably authorizing a third party to sell MANA Shares (or a sufficient portion of the MANA Shares) acquired upon exercise of the option and remit to MANA a sufficient portion of the sale proceeds to pay the entire exercise price and any tax withholding resulting from such exercise. The Committee, in its discretion, may impose such conditions, restrictions, and contingencies on MANA Shares acquired pursuant to the exercise of an option as the Committee determines to be desirable. In no event will an option expire more than ten years after the grant date; provided, that an incentive stock option granted to any employee who owns more than 10 percent of the voting power of all classes of stock in MANA or a subsidiary shall not be more than 5 years.

The option will expire on the earliest to occur of (i) the last day of the term of the option as described in the award agreement; (ii) if the Participant’s termination occurs by reason of death, disability, retirement or an involuntary termination without cause, the one-year anniversary of such termination date; or (iii) if the Participant’s termination occurs for any reason other than those listed in clause (ii), the Participant’s termination date.

Restricted Stock Awards. A restricted stock award is a grant or sale of shares of Common Stock to the holder, subject to such restrictions on transferability, risk of forfeiture and other restrictions, if any, as the Committee or the Board of Directors may impose, which restrictions may lapse separately or in combination at such times, under such circumstances (including based on achievement of performance goals and/or future service requirements), in such installments or otherwise, as the Committee or the Board of Directors may determine at the date of grant or purchase or thereafter. During the restricted period applicable to the restricted stock, subject to certain exceptions, the restricted stock may not be sold, transferred, pledged, exchanged, hypothecated, or otherwise disposed of by the participant.

Restricted Stock Unit Awards. A restricted stock unit award provides for a grant of shares of Common Stock or a cash payment to be made to the holder upon the satisfaction of predetermined individual service-related vesting requirements, based on the number of units awarded to the holder, the vesting requirements of which shall be determined by the Committee. The Committee shall set forth in the applicable restricted stock unit award agreement. The holder of a restricted stock unit may be entitled to receive a cash payment equal to the fair market value of one (1) share of Common Stock, as determined in the sole discretion of the Committee and as set forth in the restricted stock unit award agreement, if and to the extent the holder satisfies the applicable vesting requirements.

Performance Stock Awards. A performance stock award provides for the distribution of shares of Common Stock (or cash equal to the fair market value of shares of Common Stock) to the holder upon the satisfaction of predetermined individual and/or Company goals or objectives, which performance goals and objectives (and the period of time to which such goals and objectives shall apply) shall be determined by the Committee and shall set forth in the applicable performance stock award agreement. The holder of a performance stock award shall have no rights as a stockholder until such time, if any, as the holder actually receives shares pursuant to the performance stock award.

Performance Unit Awards. A performance unit award provides for a cash payment to be made to the holder upon the satisfaction of predetermined individual and/or Company (or affiliate) performance goals or objectives based on selected performance criteria, based on the number of units awarded to the holder, which performance unit award agreement the performance goals and objectives (and the period of time to which such goals and objectives shall apply) shall be determined by the Committee and shall set forth in the applicable performance unit award agreement. The holder of a performance unit shall be entitled to receive a cash payment equal to the dollar value assigned to such unit under the applicable performance unit award agreement if the holder and/or the Company satisfies (or partially satisfies, if applicable under the applicable performance unit award agreement) the performance goals and objectives set forth in such performance unit award agreement.

Stock Appreciation Rights. A Stock Appreciation Right (“SAR”) provides the participant to whom it is granted the right to receive, upon its exercise, cash or shares of Common Stock equal to the excess of (A) the fair market value of the number of shares of Common Stock subject to the SAR on the date of exercise, over (B) the product of the number of shares of Common Stock subject to the SAR multiplied by the base value for the SAR, as determined by the Committee or the Board of Directors. The Committee shall set forth in the applicable SAR award agreement the terms and conditions of the SAR, including the base value for the SAR (which shall not be less than the fair market value of a shares of Common Stock on the date of grant), the number of shares of Common Stock subject to the SAR and the period during which the SAR may be exercised and any other special rules and/or requirements which the Committee imposes on the SAR. No SAR shall be exercisable after the expiration of ten (10) years from the date of grant. A tandem SAR is a SAR granted in connection with a related option, the exercise of some or all of which results in termination of the entitlement to purchase some or all of shares of Common Stock under the related option. If the Committee grants a SAR which is intended to be a tandem SAR, the tandem SAR shall be granted at the same time as the related option and additional restrictions apply.

Other Stock-Based Awards. The Committee may grant to participants other stock-based awards under the Omnibus Plan, which are valued in whole or in part by reference to, or otherwise based on, shares of common stock. The form of any other stock-based awards will be determined by the Committee and may include a grant or sale of unrestricted Shares of common stock. The number of shares of common stock related to other stock-based awards will be determined by the Committee. Other stock-based awards will be paid in cash, Shares of common stock, or a combination of cash and shares, as determined by the Committee. The terms and conditions, including vesting conditions and any performance goals and/or criteria, of any other stock-based award will be established by the Committee when the award is made and set forth in the applicable award agreement. The Committee will determine the effect of a termination of employment or service on a participant’s other stock-based awards.

Dividends or dividend equivalents settled in cash or MANA Shares may be granted to a Participant in relation to a full value award with payments made either currently or credited to an account. No dividend or dividend equivalents granted in relation to a full value award that is subject to vesting shall be settled prior to the date such full value award (or applicable portion thereof) becomes vested and is settled.

A Change in Control shall have such effect on an award as is provided in the applicable award agreement, or, to the extent not prohibited by the Omnibus Plan or the applicable award agreement, as provided by the Committee. In the event of a Change in Control, the Committee may cancel any outstanding awards in return for cash payment of the current value of the award, determined with the award fully vested at the time of payment, provided that in the case of an option, the amount of such payment will be the excess of value of the MANA Shares subject to the option at the time of the transaction over the exercise price (and the option will be cancelled with no payment if the value of the shares at the time of the transaction are equal to or less than the exercise price).

For the purposes of the Omnibus Plan, a “change in control” is generally deemed to occur when:

• any person becomes the beneficial owner of 50 percent or more of MANA’s voting stock;

• the consummation of a reorganization, merger, consolidation, acquisition, share exchange or other corporate transaction involving our company where, immediately after the transaction, the MANA stockholders immediately prior to the combination hold, directly or indirectly, 50 percent or less of the voting stock of the combined company;

• the consummation of any plan of liquidation or dissolution providing for the distribution of all or substantially all of the assets of MANA and its subsidiaries or the consummation of a sale of substantially all of the assets of MANA and its subsidiaries; or

• at any time during any period of two consecutive years, individuals who at the beginning of such period were members of the Board of Directors, who we refer to as Incumbent Directors, cease for any reason to constitute at least a majority thereof, unless the election, or the nomination for election by MANA’s stockholders, of each new director was approved by a vote of at least two-thirds of the Incumbent Directors.

The Board of Directors may amend or terminate the Omnibus Plan at any time, and the Board of Directors or the Committee may amend any award granted under the Omnibus Plan, but no amendment or termination may adversely affect the rights of any Participant without the Participant’s written consent. The Board of Directors may not amend the provision of the Omnibus Plan related to re-pricing without approval of stockholders or make any material amendments to the Omnibus Plan without stockholder approval. The Omnibus Plan will remain in effect as long as any awards under the Omnibus Plan remain outstanding, but no new awards may be granted after the tenth anniversary of the date on which the stockholders approve the Omnibus Plan.

The following is a general summary under current law of the principal United States federal income tax consequences related to awards under the Incentive Plan applicable to U.S. participants. This summary deals with the general federal income tax principles that apply (based upon provisions of the Code and the applicable Treasury Regulations issued thereunder, as well as judicial and administrative interpretations under the Code and Treasury Regulations, all as in effect as of the date hereof, and all of which are subject to change (possibly on a retroactive basis) or different interpretation) and is provided only for general information. Other kinds of taxes, such as state, local and foreign income taxes and federal employment taxes, are not discussed. This summary is not intended as tax advice to participants, who should consult their own tax advisors.

Non-Qualified Stock Options. If a participant is granted a non-qualified stock option under the Omnibus Plan, the participant should not have taxable income on the grant of the option. Generally, the participant should recognize ordinary income at the time of exercise in an amount equal to the fair market value of the shares acquired on the date of exercise, less the exercise price paid for the shares. The participant’s basis in the common stock for purposes of determining gain or loss on a subsequent sale or disposition of such shares generally will be the fair market value of our common stock on the date the participant exercises such option. We or our subsidiaries or affiliates generally should be entitled to a federal income tax deduction, subject to applicable limitations, at the same time and for the same amount as the participant recognizes as ordinary income. Any subsequent gain or loss generally will be taxable as long-term or short-term capital gain or loss for which we generally should not be entitled to a deduction.

Incentive Stock Options. A participant receiving ISOs should not recognize taxable income upon grant. Additionally, if applicable holding period requirements are met, the participant should not recognize taxable income at the time of exercise. However, the excess of the fair market value of the shares of our common stock received over the option exercise price is an item of tax preference income potentially subject to the alternative minimum tax. The federal alternative minimum tax may produce significant tax repercussions depending upon the participant’s particular tax status. If stock acquired upon exercise of an ISO is held for a minimum of two years from the date of grant and one year from the date of exercise and otherwise satisfies the ISO requirements, the gain or loss (in an amount equal to the difference between the fair market value on the date of disposition and the exercise price) upon disposition of the stock will be treated as a long-term capital gain or loss, and we will not be entitled to any corresponding deduction. If the holding period requirements are not met, the ISO will be treated as a nonqualified stock option, and the participant will recognize ordinary income at the time of the disposition equal to the excess of the amount realized over the exercise price, but not more than the excess of the fair market value of the shares on the date the ISO is exercised over the exercise price, with any remaining gain or loss being treated as capital gain or capital loss. In addition, to the extent that the fair market value (determined as of the date of grant) of the shares with respect to which a participant’s ISOs are exercisable for the first time during any year exceeds $100,000, the ISOs for the shares over $100,000 will be treated as nonqualified stock options, and not ISOs, for federal tax purposes, and the participant will recognize income as if the ISOs were actually nonqualified stock options. We are not entitled to a tax deduction upon either the exercise of an ISO or upon disposition of the shares acquired pursuant to such exercise, except to the extent that the participant recognizes ordinary income on disposition of the shares.

Special Rule if Exercise Price is Paid for in Shares. If a participant pays the exercise price of a nonqualified stock option with previously-owned shares of our common stock and the Business Combination is not a disqualifying disposition of shares previously acquired under an ISO, the shares received equal to the number of shares surrendered are treated as having been received in a tax-free exchange. The participant’s tax basis and holding period for these shares received will be equal to the participant’s tax basis and holding period for the shares surrendered. The number of shares received in excess of the number of shares surrendered will be treated as compensation taxable as ordinary income to the participant to the extent of their fair market value. The participant’s tax basis in these shares will be equal to their fair market value on the date of exercise, and the participant’s holding period for such shares will begin on the date of exercise.

If the use of previously acquired shares to pay the exercise price of a stock option constitutes a disqualifying disposition of shares previously acquired under an ISO, the participant will have ordinary income as a result of the disqualifying disposition in an amount equal to the excess of the fair market value of the shares surrendered, determined at the time such shares were originally acquired upon exercise of the incentive stock option, over the aggregate exercise price paid for such shares. As discussed above, a disqualifying disposition of shares previously acquired under an incentive stock option occurs when the participant disposes of such shares before the end of the requisite holding period. The other tax results from paying the exercise price with previously-owned shares are as described above, except that the participant’s tax basis in the shares that are treated as having been received in a tax-free exchange will be increased by the amount of ordinary income recognized by the participant as a result of the disqualifying disposition.

Stock Appreciation Rights. Generally, a participant will recognize ordinary income upon the receipt of payment pursuant to SARs in an amount equal to the aggregate amount of cash and the fair market value of any common stock received. Subject to applicable limitations, we or our subsidiaries or affiliates generally will be entitled to a corresponding tax deduction equal to the amount includible in the participant’s income.

Restricted Stock. A participant should not have taxable income on the grant of unvested restricted stock, nor will we or our subsidiaries or affiliates then be entitled to any deduction, unless the participant makes a valid election under Section 83(b) of the Code (discussed below). However, when restrictions on shares of restricted stock lapse, such that the shares are no longer subject to a substantial risk of forfeiture, the participant generally will recognize ordinary income, and we or our subsidiaries or affiliates generally will be entitled to a corresponding deduction, subject to applicable limitations, in an amount equal to the difference between the fair market value of the shares at the date such restrictions lapse and the purchase price, if any, paid for the restricted stock. If the participant makes a valid election under Section 83(b) of the Code with respect to restricted stock, the participant generally will recognize ordinary income at the date of issuance of the restricted stock in an amount equal to the difference, if any, between the fair market value of the shares on that date and the purchase price, if any, paid for the restricted stock, and we or our subsidiaries or affiliates generally will be entitled to a deduction for the same amount, subject to applicable limitations.

Restricted Stock Units. A participant generally will not recognize taxable income at the time of the grant of restricted stock units, and neither we nor our subsidiaries or affiliates will be entitled to a deduction at that time. When a restricted stock unit is paid, whether in cash or common stock, the participant will have ordinary income equal to the fair market value of the shares delivered or the cash paid, and we or our subsidiaries or affiliates generally will be entitled to a corresponding deduction, subject to applicable limitations.

Other Stock-Based Award. Generally, the granting of other stock-based awards should not result in the recognition of taxable income by the recipient or a tax deduction by us, our subsidiaries, or affiliates. The payment or settlement of other stock-based awards generally should result in immediate recognition of taxable ordinary income by the recipient, equal to the amount of any cash paid (before applicable tax withholding) or the then-current fair market value of any common stock received, and a corresponding tax deduction by us, subject to applicable limitations. If the shares covered by the award are not transferable and subject to a substantial risk of forfeiture, the tax consequences to the participant and to us generally will be similar to the tax consequences of restricted stock awards, as described above. If any other stock-based award consists of unrestricted shares, the recipient of those shares generally will immediately recognize as taxable ordinary income the fair market value of those shares on the date of the award, and we generally will be entitled to a corresponding tax deduction, subject to applicable limitations.

Federal Tax Withholding. Any ordinary income realized by a participant upon the granting, vesting, exercise, or conversion of an award under the Omnibus Plan, as applicable, is subject to withholding of federal, state, and local income taxes and to withholding of the participant’s share of tax under the Federal Insurance Contribution Act and the Federal Unemployment Tax Act. To satisfy our federal income tax withholding requirements, we (or, if applicable, any of our subsidiaries or affiliates) will have the right to require, as a condition to delivery of any certificate for shares of our common stock or the registration of the shares in the participant’s name, that the participant remit to us an amount sufficient to satisfy the withholding requirements. Alternatively, we may withhold a portion of the shares (valued at fair market value) that otherwise would be issued to the participant to satisfy all or part of the withholding tax obligations or may, if we consent, accept delivery of shares with an aggregate fair market value that equals or exceeds the required tax withholding amount. Withholding does not represent an increase in the participant’s total income tax obligation because it is fully credited toward his or her tax liability for the year. Additionally, withholding does not affect the participant’s tax basis in the shares. Compensation income realized and tax withheld will be reflected on Forms W-2 supplied by us to employees no later than January 31 of the following year. Deferred compensation that is subject to Section 409A of the Code (discussed below) will also be subject to certain federal income tax withholding and reporting requirements.

Million Dollar Deduction Limit and Other Tax Matters. We may not deduct compensation of more than $1,000,000 that is paid to “covered employees” (as defined in Section 162(m) of the Code), which include (i) an individual (or, in certain circumstances, his or her beneficiaries) who, at any time during the taxable year, is either our principal executive officer or principal financial officer; (ii) an individual who is among our three highest compensated officers for the taxable year (other than an individual who was either our principal executive officer or principal financial officer at any time during the taxable year); or (iii) anyone who was a covered employee for purposes of Section 162(m) of the Code for any tax year beginning on or after January 1, 2017. This limitation on deductions (x) only applies to compensation paid by a publicly-traded corporation (and not compensation paid by non-corporate entities) and (z) may not apply to certain types of compensation, such as qualified performance-based compensation that is payable pursuant to a written, binding contract that was in effect as of November 2, 2017, so long as the contract is not materially modified after that date.

If an individual’s rights under the Omnibus Plan are accelerated as a result of a Change in Control and the individual is a “disqualified individual” under Section 280G of the Code, the value of any such accelerated rights received by such individual may be included in determining whether or not such individual has received an “excess parachute payment” under Section 280G of the Code, which could result in (i) the imposition of a 20% federal excise tax (in addition to federal income and employment taxes, if applicable) payable by the individual on the value of such accelerated rights and (ii) the loss by us of a compensation deduction.

Section 409A of the Code. Certain types of awards under the Omnibus Plan may constitute, or provide for, a deferral of compensation subject to Section 409A of the Code. Unless certain requirements set forth in Section 409A of the Code are complied with, holders of such awards may be taxed earlier than would otherwise be the case (e.g., at the time of vesting instead of the time of payment) and may be subject to an additional 20% penalty tax (and, potentially, certain interest penalties and additional state taxes). To the extent applicable, the Omnibus Plan and awards granted under the Incentive Plan are intended to be structured and interpreted in a manner intended to either comply with or be exempt from Section 409A of the Code and the Treasury Regulations and other authoritative guidance that may be issued under Section 409A of the Code. To the extent determined necessary and appropriate by the Committee, the Incentive Plan and applicable award agreements may be amended to further comply with Section 409A of the Code or to exempt the applicable awards from Section 409A of the Code.

The preceding discussion is based on U.S. tax laws and regulations presently in effect, which are subject to change, and the discussion does not purport to be a complete description of the U.S. income tax aspects of the Omnibus Plan. A Participant may also be subject to state and local taxes in connection with the grant of awards under the Omnibus Plan. In addition, a number of Participants reside outside the U.S. and are subject to taxation in other countries. The actual tax implications for any Participant will depend on the legislation in the relevant tax jurisdiction for that Participant and their personal circumstances.

In the event this proposal is not approved by stockholders, MANA will not have the ability to grant equity compensation as a component of our executive, employee and director compensation programs.

All members of our Board and all of our executive officers are eligible for awards under the Omnibus Plan and, thus, have a personal interest in the approval of the Omnibus Plan.

Grants of awards under the Omnibus Plan are subject to the discretion of the Committee. Therefore, other than as identified below, it is not possible to determine the future benefits that will be received by any participants under the Omnibus Plan. A maximum of 1,692,206 shares will be reserved and allocated to Exchanged Options held by current Cardio employees.

Pursuant to the Merger Agreement, at the Closing, each outstanding Exchanged Option (whether vested or unvested) shall be assumed by the combined entity and automatically converted into an option to purchase Common Stock. Each Exchanged Option will be subject to the terms and conditions set forth in Omnibus Plan as described in the Equity Plan Adoption Proposal, and shall be adjusted to reflect, for the exercise price and number of shares underlying each Exchanged Option, the Exchange Ratio (provided that any fractional shares will be rounded up to the nearest whole number of shares of MANA Class A Common Stock) and subject to the same terms and conditions applicable to such Exchanged Option as of the date hereof.

As of the date of this proxy statement, there are outstanding options to purchase a total of 513,413 shares of Cardio common stock, all of which are exercisable at $13.35 per share. These options, which are the Exchanged Options, would become options to purchase a total of approximately1,692,206 MANA Shares at the post-merger exercise price of $4.05. The following table sets forth information as to the outstanding stock options held by Cardio’s officers, directors, 5% stockholders and all other option holders:

Following the consummation of the Business Combination, when permitted by SEC rules, we intend to file with the SEC a registration statement on Form S-8 covering the common stock issuable under the Omnibus Plan.

Approval of the Equity Plan Adoption Proposal requires the affirmative vote of the holders of a majority of MANA Shares represented in person or by proxy at the special meeting of MANA stockholders and entitled to vote thereon.

Our Board of Directors unanimously recommends that our stockholders vote “FOR” adoption of the Equity Plan Adoption Proposal.

We are seeking stockholder approval of the Nasdaq Proposal in order to comply with Nasdaq Listing Rules 5635(a), and (b).

Under Nasdaq Listing Rule 5635(a), stockholder approval is required prior to the issuance of securities in connection with the acquisition of another company if such securities are not issued in a public offering and (A) have, or will have upon issuance, voting power equal to or in excess of 20% of the voting power outstanding before the issuance of common stock (or securities convertible into or exercisable for common stock); or (B) the number of shares of common stock to be issued is or will be equal to or in excess of 20% of the number of shares of common stock outstanding before the issuance of the stock or securities.

Under Nasdaq Listing Rule 5635(b), stockholder approval is required prior to the issuance of securities when the issuance or potential issuance will result in a change of control.

Prior to the Business Combination, we have 8,125,000 shares of common stock outstanding.

Pursuant to the Business Combination Agreement, we anticipate that we will issue to Cardio stockholders as Closing Merger Consideration upon closing of the Business Combination an aggregate of approximately 11,289,809 shares of our common stock, including the contingent right to receive up to 1,000,000 Earnout Shares and shares underlying options and warrants being assumed by MANA. See “The Business Combination Proposal — The Merger Agreement.” Because the number of shares of our common stock we anticipate issuing in the Business Combination (1) will constitute more than 20% of our outstanding common stock and more than 20% of outstanding voting power prior to such issuance and (2) will result in a change of control of MANA, we are required to obtain stockholder approval of such issuances pursuant to Nasdaq Listing Rules 5635(a) and (b).

If the Nasdaq Proposal is adopted, we anticipate issuing up to an aggregate of approximately 8,500,000 shares of our common stock to the former Cardio stockholders as Merger Consideration pursuant to the Business Combination Agreement. The issuance of such shares would result in significant dilution to our stockholders and would result in our stockholders having a smaller percentage interest in the voting power, liquidation value and aggregate book value of MANA.

It is a condition to the obligation of the MANA to close the Business Combination that MANA’s common stock remain listed on The Nasdaq Stock Market, LLC. As a result, if the Nasdaq Proposal is not adopted, the Business Combination may not be completed.

Approval of the Nasdaq Proposal requires the affirmative vote of a majority of the MANA Shares present in person or represented by proxy and entitled to vote.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE NASDAQ 20% PROPOSAL.

Assuming the Business Combination Proposal and the other Condition Precedent Proposals are approved, MANA’s stockholders are also being asked to approve the Director Election Proposal to consider and vote upon a proposal to approve the election of seven directors who, upon consummation of the Business Combination, will be the directors of Cardio.

As contemplated by the Merger Agreement, the Cardio Board of Directors following consummation of the transaction will consist of seven directors, one of which has been nominated by MANA and the remainder are nominees of Cardio:

Accordingly, our Board of Directors has nominated each of the above-named individuals to serve as our directors upon the consummation of the Business Combination, with Dr. Hosseinion to serve as the Non-Executive Chairperson of the Board of Directors, in each case, in accordance with the terms and subject to the conditions of the Company’s organizational documents. For more information on the experience of each of these director nominees, please see the section titled “Management of the Company Following the Business Combination” for additional information.

The existence of financial and personal interests of one or more of MANA’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of MANA and its stockholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that stockholders vote for the proposals. See the section titled “Business Combination Proposal — Interests of MANA’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.

The election of directors is decided by a plurality of the votes cast by the stockholders present in person (which would include presence at the virtual special meeting) or represented by proxy at the special meeting and entitled to vote on the election of directors. This means that each of the director nominees will be elected if they receive more affirmative votes than any other nominee for the same position. Stockholders may not cumulate their votes with respect to the election of directors.

The election of the seven director nominees under this Director Election Proposal is conditioned on the approval of the other condition precedent proposals.

MANA’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE DIRECTOR ELECTION PROPOSAL.

In the event there are not sufficient votes for, or otherwise in connection with, the adoption of the Business Combination Proposal, or any of the other Condition Precedent Proposals, the MANA Board of Directors may adjourn the special meeting to a later date, or dates, if necessary, to permit further solicitation of proxies. The Adjournment Proposal will only be presented to our stockholders if there are insufficient votes for, or otherwise in connection with, the approval of any of such proposals.

In no event will MANA solicit proxies to adjourn the Special Meeting or consummate the Business Combination beyond the date by which it may properly do so under Delaware law and its Certificate of Incorporation. The purpose of the Adjournment Proposal would be to provide more time for MANA to further solicit proxies in the event, based on the tabulated votes, there are not sufficient votes at the time of the Special Meeting to approve the proposals. Such additional time would increase the likelihood of obtaining a favorable vote on each of the proposals.

In addition to an adjournment of the Special Meeting upon approval of an adjournment proposal, the MANA Board of Directors is empowered under Delaware law to postpone the meeting at any time prior to the meeting being called to order. In such event, MANA will issue a press release and take such other steps as it believes are necessary and practical in the circumstances to inform its stockholders of the postponement.

If an adjournment proposal is presented at the Special Meeting and such proposal is not approved by its stockholders, MANA’s Board of Directors may not be able to adjourn the Special Meeting to a later date in the event, based on the tabulated votes, there are not sufficient votes at the time of the Special Meeting to approve the consummation of the Business Combination. In such event, the Business Combination would not be completed.

Approval of the proposal to adjourn the Special Meeting requires the affirmative vote of the majority of the shares of MANA’s Common Stock present in person or represented by proxy and entitled to vote. Adoption of the Adjournment Proposal is not conditioned upon the adoption of any of the other Proposals.

THE BOARD OF DIRECTORS OF MANA RECOMMENDS THAT THE MANA STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE ADJOURNMENT PROPOSAL.

The information in this section describes the current and proposed business and operations of Cardio Diagnostics, Inc. and its wholly-owned subsidiary, Cardio Diagnostics, LLC. Unless the context otherwise requires, all references in this section to “Cardio,” “we,” “us,” or “our” refer to the current and proposed business and operations of Cardio Diagnostics, Inc. and subsidiary.

Cardio Diagnostics, Inc. (“Cardio”) was founded in 2017 in Coralville, Iowa by Meeshanthini (Meesha) Dogan, PhD, and Robert (Rob) Philibert, MD PhD. It was formed in January 2017 as an Iowa LLC and was subsequently incorporated as a Delaware C-Corp in September 2019. Cardio Diagnostics, LLC (“CD LLC”) is a wholly owned subsidiary of Cardio.

Cardio was formed to further develop and commercialize a series of products for major types of cardiovascular disease and associated co-morbidities, including coronary heart disease (CHD), stroke, heart failure and diabetes, by leveraging our Artificial Intelligence (“AI”)-driven Integrated Genetic-Epigenetic Engine^™. As a company, we aspire to give every American adult insight into their unique risk for various cardiovascular diseases. Cardio aims to become one of the leading medical technology companies for enabling improved prevention, early detection and treatment of cardiovascular disease. Cardio is transforming the approach to cardiovascular disease from reactive to proactive and hope to accelerate the adoption of Precision Medicine for all. We believe that incorporating Cardio’s solutions into routine practice in primary care and prevention efforts can help alter the trajectory that nearly one in two Americans is expected to develop some form of cardiovascular disease by 2035.

Cardio believes it is the first company to develop and commercialize epigenetics-based clinical tests for cardiovascular disease that have clear value propositions for multiple stakeholders including (1) patients, (2) clinicians, (3) hospitals/health systems, (4) employers and (5) payors. According to the CDC, epigenetics is the study of how a person’s behaviors and environment can cause changes that affect the way a person’s genes work. Unlike genetic changes, epigenetic changes are reversible and do not change one’s DNA sequence, but they can change how a person’s body reads a DNA sequence.

An estimated 80% of cardiovascular disease (“CVD”) is preventable, yet, it is responsible for one in every four deaths and remains the number one killer in the United States for both men and women. Coronary heart disease is the most common type of CVD and the major cause of heart attacks. The enormous number of unnecessary heart attacks and deaths associated with CHD is attributable to the failure of current primary prevention approaches in clinical practice to effectively detect, reduce and monitor risk for CHD prior to life altering and costly health complications. Several reasons for this failure include (1) the current in-person risk screening approach is incompatible with busy everyday life as demonstrated by the COVID-19 associated decrease in primary care visits for preventive screening; (2) even if the current risk screening tests are taken, they only identify 44% and 32% of men and women at high risk, respectively; and (3) the lack of patient care plan personalization. A highly accessible, personalized and precise solution for CHD prevention is not currently available.

Furthermore, with the ongoing COVID-19 pandemic, preventable illnesses such as CHD are expected to spike. Therefore, now more than ever, there is an urgent need for a highly sensitive, scalable, at-home risk screening tool that can help physicians better direct care and allow patients to receive the help they need sooner.

Cardio’s first test, Epi+Gen CHD™, which was introduced for market testing in 2021, is a three-year symptomatic CHD risk assessment test targeting CHD events, including heart attacks. Cardio believes its Epi+Gen CHD™ test is categorized as a laboratory-developed test, or “LDT,” which, under current FDA policy, does not require premarket authorization or other FDA clearance or approval. As such, Cardio believes that the Epi+Gen CHD™ does not require FDA premarket evaluation of Cardio’s performance claims or marketing authorization, and such premarket review and authorization has not been obtained. Although submissions that are pending before the FDA or that have been denied are not publicly available, to the best of Cardio’s knowledge, no epigenetic-based clinical test for cardiovascular disease has to date been cleared or approved by the FDA.

Since the beginning of 2022, Cardio has raised approximately $10 million in gross proceeds through the sale of its equity securities in private placements. For more information about the private placements, see “General Description of the Business Combination – The Cardio Private Placements.” The total amount of funds Cardio will have available for use in effectuating its business plans upon the closing of the Business Combination will depend upon the cash to be received from MANA, which in turn depends upon the number of MANA Shares that are redeemed, if any. The cash from MANA, together with the $10 million Cardio raised from its private placements, will provide Cardio with aggregate funds ranging between approximately $15 million to approximately $75 million, assuming maximum redemptions and no redemptions by MANA’s stockholders, respectively. The following tables set forth Cardio’s plans and goals for use of available combined funds from both the private placements and Business Combination under these alternative redemption scenarios, taking into account that the private placement proceeds have been received and are already being applied to various uses set forth below.

The tables below represent Cardio’s best current estimate of the use of proceeds from its private placements and the Business Combination. Cardio’s management will have broad discretion in using the proceeds and may reallocate the proceeds as management deems necessary or advisable, regardless of the extent of redemptions in connection with the Business Combination, if any. The amounts expended for each purpose may vary significantly from the specific allocation set forth below, depending on numerous factors, including sales and market needs, acquisition opportunities and changing economic conditions.

Pending their use, Cardio intends to invest the net proceeds primarily in short- and intermediate-term, interest-bearing obligations, investment-grade instruments, certificates of deposit, or direct or guaranteed obligations of the U.S. government.

While MANA and Cardio believe that Cardio has the resources to enable it to conduct its business operations as currently planned, including the launch of its second product, through at least the end of 2023 without an additional capital investment, its plans could change both due to factors within and outside its control. Additional capital could be required, and there is no assurance that such additional capital would be available to Cardio when needed or that the terms would be acceptable to Cardio. In addition, if Cardio does identify an appropriate laboratory and negotiate its purchase, Cardio may need to seek additional financing, whether equity or debt, or issue additional equity securities, in order to consummate that transaction. Moreover, in as much as Cardio believes its initial product is classified as an LDT and therefore does not currently require FDA approval or clearance, it might need or voluntarily choose to pursue FDA approval, which would be expensive and time consuming, and might require additional capital, which may not be available on acceptable terms, if at all. In the event there are few redemptions of outstanding MANA shares in connection with the proposed Business Combination, or if warrants, whether public or private, are exercised for cash, more cash will be available to Cardio to implement and expand upon its business plan. Cardio continually assesses its business plan, and the strategic measures noted above could change at any time or from time to time.

According to the American Heart Association (AHA), even though an estimated 80% of cardiovascular disease (CVD) is preventable, it remains the leading cause of death in the United States and globally. The AHA also reported that over 650,000 deaths in the United States each year are attributable to heart disease, which amounts to 1 in every 4 deaths. The Centers for Disease Control and Prevention (CDC) estimates that in the United States, one person dies every 36 seconds from CVD. Unfortunately, the incidence of CVD is expected to continue to rise with the AHA projecting that by 2035, nearly half of Americans will have some form of CVD.

CVD represents conditions that affect the heart and blood vessels such as coronary heart disease (CHD), stroke, and congestive heart failure (CHF). CHD is the most common type of heart disease and according to the CDC, was responsible for nearly 370,000 deaths in 2019. The National Center for Health Statistics reported that the prevalence of CHD is approximately 6.7%, and according to the AHA, over 20 million adults aged 20 or older in the United States have CHD. CHD is also the major cause of heart attacks. According to the AHA, every 40 seconds, someone in the United States has a heart attack, with over 800,000 Americans having a heart attack each year. The CDC reported that in 2020, stroke was responsible for 1 in 6 CVD-related deaths. The AHA estimates that every year, nearly 800,000 Americans have a stroke which is the leading cause of major long-term disability, with a stroke-related death occurring every 3.5 minutes. According to the AHA, over 6 million adults have heart failure and nearly 380,000 deaths in 2018 were attributable to heart failure. There are numerous risk factors that could increase an individual’s risk for CVD. Several key risk factors include diabetes, high blood cholesterol, and high blood pressure. For example, according to the CDC, over 34 million adults have diabetes and according to Johns Hopkins Medicine, those with diabetes are two to four times more likely to develop CVD. Alongside genetics, age, sex, and ethnicity, lifestyle factors such as smoking, unhealthy diet, physical inactivity, and being overweight can also increase the risk for CVD.

In addition to the enormous morbidity and mortality associated with CVD, the economic burden of CVD is also staggering as depicted in the figure below from the Cardiovascular Disease: A Costly Burden For America, Projections Through 2035 report by the AHA. CVD is the costliest disease in the United States and the economic burden associated with CVD is expected to continue to soar. According to the CDC Foundation, every year, one in six United States healthcare dollars is expended on CVD.

The AHA reports that in 2016, the cost of CVD was $555 billion and is expected to rise to over $1 trillion by 2035. Of the $555 billion, $318 billion was associated with medical costs, and the remaining $237 billion with indirect costs such as lost productivity. By 2035, the medical costs associated with CVD are expected to increase 135% to $749 billion, while the indirect costs are expected to rise by 55% to $368 billion. Currently, among the various types of CVD, the medical costs of CHD are the highest at $89 billion and are expected to rise to $215 billion by 2035 as depicted in the figure below from the Cardiovascular Disease: A Costly Burden For America, Projections Through 2035 report by the AHA.

To address this expected significant rise in human health and economic burdens, the United States healthcare market is seeking more efficient and effective methods to better prevent CVD. This same trend is playing out across developed nations around the globe as the burden of CVD continues to grow due to a rise in major risk factors such as obesity, poor diet, and type 2 diabetes. This is consistent with the cardiovascular diagnostic testing market trends reported by Research and Markets in their Outlook on the Cardiovascular Diagnostic Testing Global Market to 2027 - Increasing Number of Insurance Providers Presents Opportunities press release published on July 4, 2022. They estimate that the Global Cardiovascular Diagnostic Testing Market is estimated to grow from $8.47 billion in 2022 to $12.41 billion by 2027, with a CAGR of 7.94%.

There are several healthcare tailwinds that are driving this expected growth and are expected to support the large-scale adoption of Cardio’s solutions:

At the core of Cardio Diagnostics is our proprietary AI-driven Integrated Genetic-Epigenetic Engine™, an engine invented and built by three key employees/officers over the past decade. Our technology enables rapid design, development and launch of new diagnostic solutions through the identification of robust integrated genetic-epigenetic biomarkers and their translation into clinical tests for cardiovascular disease. This engine consists of multiple layers. It begins with genome-wide genetic (single nucleotide polymorphisms or SNPs), genome-wide epigenetic (DNA methylation) and clinical data points. Using high-performance computing, ML/AI techniques and deep domain expertise in medicine, molecular biology and engineering, a panel of SNP-DNA methylation biomarkers and mined, modeled and translated into standalone laboratory assays.

As a result, our products, which are clinical tests, consist of two components. The first is a laboratory component, which involves the use of proprietary laboratory testing assays to profile the panel of genetic and epigenetic DNA biomarkers. Genetic biomarkers (SNPs) represent an individual’s inherited risk for the disease, have been reported to drive less than 20% of the risk for cardiovascular disease (Hou, K et al, Aug 2019, Nature Genetics) and do not change with intervention (i.e. static). Epigenetic biomarkers (DNA methylation) represent an individual’s acquired risk for the disease that is influenced by lifestyle and environment which is a larger driver for cardiovascular risk compared to genetics, is largely confounded by genetics and has been shown to change over time with intervention or changes in one’s lifestyle and environment (i.e. dynamic). The second is an analytical component, which involves applying a proprietary interpretive predictive machine learning model to predict risk and provide personalized insights to assist physicians in tailoring a prevention and care plan. The combination of biomarkers and predictive machine learning model is unique to each clinical test we develop.

Cardio has and will continue to leverage our AI-driven Integrated Genetic-Epigenetic Engine™ to develop a series of clinical tests for cardiovascular disease. Cardio’s first product, Epi+Gen CHD™, is the first epigenetics-based clinical test capable of assessing near-term (three-year) risk for coronary heart disease (CHD).

Currently, a patient’s risk for CVD is generally assessed using two common lipid-based clinical tests known as Framingham Risk Score (FRS) and ASCVD Pooled Cohort Equation (PCE). FRS and PCE are 10-year CVD risk calculators that aggregate common clinical variables such as cholesterol and diabetes, demographics and subjective, self-reported information such as smoking status. These tests have several limitations and are less effective for several reasons:

Epi+Gen CHD™ is the Only Epigenetics-based Clinical Test for Coronary Heart Disease

Epi+Gen CHD™ is a scientifically backed clinical test that is based on an individual’s objective genetic and epigenetic DNA biomarkers. In a peer-reviewed study done in collaboration with Intermountain Healthcare (Dogan, Meeshanthini & Knight, Stacey & Dogan, Timur & Knowlton, Kirk & Philibert, Robert. (2021). External validation of integrated genetic-epigenetic biomarkers for predicting incident coronary heart disease. Epigenomics. 13. 10.2217/epi-2021-0123), this test demonstrated a 76% and 78% sensitivity for men and women, respectively, for three-year CHD risk. This means that for every 100 men and 100 women deemed “at-risk” for a coronary heart disease event, the test correctly identifies 76 men and 78 women. In comparison, the average sensitivity of the Framingham Risk Score and the ASCVD Pooled Cohort Equation was found to be 44% and 32% for men and women, respectively. The performance of the test in this study was evaluated across two cohorts that were independent of each other. One cohort was used for the development of this test and the other was used to independently validate the performance of the test, showing Epi+Gen CHD™ to be approximately 1.7 times and 2.4 times more sensitive than the current lipid-based clinical risk estimators in men and women, respectively. In another peer-reviewed study focusing on the cost utility of Epi+Gen CHD™ (Jung, Younsoo & Frisvold, David & Dogan, Timur & Dogan, Meeshanthini & Philibert, Robert. (2021). Cost-utility analysis of an integrated genetic/epigenetic test for assessing risk for coronary heart disease. Epigenomics. 13. 10.2217/epi-2021-0021), this test was associated with up to $42,000 in cost savings per quality adjusted life year and improved survival compared to the ASCVD Pooled Cohort Equation.

The blood-based version of this test was introduced for market testing in 2021 and the saliva-based version is anticipated to be launching in 2023. The current charge to perform the test is $350, which can be paid for either out-of-pocket or via HSA/FSA. The price of the test and revenue streams could change in the future depending on market forces and payor requirements, as well as on the customer and the region in which the test is being sold. Cardio is building additional clinical and health economics evidence to pursue payor coverage. To date, Cardio has sold its Epi+Gen CHD™ test to multiple customers who are patients through a telemedicine provider platform.

With Epi+Gen CHD™, Cardio believes that this test empowers patients to prevent CHD with actionable information about their near-term risk for CHD-related events, including a heart attack. Cardio believes that its initial product will enable clinicians to identify patients in need of clinical attention and gaps in cardiovascular care for their patients so they can bridge the gap in care and proactively manage them. In addition, Cardio believes that its products can enable healthcare organizations and payors to reduce the cost of care.

Cardio has a worldwide exclusive license agreement with the University of Iowa Research Foundation (UIRF) relating to Cardio’s patent-pending technology. Under the terms of that license agreement, Cardio will have to pay each of: (1) 1% of either the: (i) aggregate consideration (and trailing consideration, if any) for a liquidation event; or (ii) pre-money valuation for an initial public offering, (2) 2% of annual net sales, and (3) 15% of non-royalty fees paid to licensee if it enters into one or more sublicensing agreements. In addition to that licensed technology, Cardio has other patent applications pending relating to improvements to and bolstering Cardio’s technology, which are potentially valuable and of possible strategic importance to Cardio. 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.

Cardio foresees potential opportunities to increase the gross margin of the Epi+Gen CHD™ by:

The Epi+Gen CHD™ test is currently being offered as an LDT that does not require FDA premarket authorization. However, Cardio is evaluating an FDA regulatory pathway to enable broader access to the test. We are currently determining the appropriate FDA pathway and are assembling the necessary FDA pre-submission materials to obtain feedback from the FDA. We have engaged regulatory experts and attorneys for this process.

Cardio intends to launch our second clinical test for CHD detection in the second half of 2022. In addition to this test, we have several other tests in our product pipeline at various stages for congestive heart failure (expected launch in 2023), stroke (expected launch in 2023) and diabetes (expected launch in 2024).

However, as a company in the early stages of its development, Cardio continuously reevaluates its business, the market in which it operates and potential new opportunities. Cardio may modify its product pipeline, seek other alternatives within the healthcare field in order to grow its business and increase revenues. Such alternatives may include, but not be limited to, combinations or strategic partnerships with other laboratory companies or with medical practices such as hospitalists or behavioral health.

Cardiovascular disease (CVD) is the leading cause of death in the United States, accounting for one in four deaths. Despite being largely preventable, the American Heart Association projects that by 2035, nearly 45% of Americans will have some form of CVD. One of the key ways to address the prevalence of CVD is to shift the approach for CVD from reactive treatment to proactive prevention and early detection. As such, technologies that can more precisely assess the risk for and detect CVD before symptoms emerge or a catastrophic cardiac event occurs becomes even more critical.

According to Research and Markets in their Outlook on the Cardiovascular Diagnostic Testing Global Market to 2027 - Increasing Number of Insurance Providers Presents Opportunities press release published on July 4, 2022, the Global Cardiovascular Diagnostic Testing Market is estimated to grow from $8.47 billion in 2022 to $12.41 billion by 2027, with a CAGR of 7.94%. The increasing prevalence of cardiovascular diseases, technological advancements in cardiovascular disease diagnostics, and the growing number of initiatives to promote cardiovascular disease testing are the major factors driving the growth of this market.

Cardio’s principal mission is to enable better detection of the presence and risk of major cardiovascular diseases through a series of clinical tests coupled with/in conjunction with our proprietary AI-driven Integrated Genetic-Epigenetic Engine™. Cardio’s flagship product, Epi+Gen CHD™, is a highly sensitive and accessible clinical test for three-year coronary heart disease (CHD) risk assessment.

Using data from the US Census Bureau, Cardio estimates that 146 million adults would potentially benefit from our Epi+Gen CHD™ test, 157 million adults for the CHD detection test, 152 million adults for the congestive heart failure test, 153 million adults for the stroke test and 140 million adults for the diabetes test. Assuming $350 per test, the US addressable market equates to $51 billion for Epi+Gen CHD, $55 billion for CHD detection, $53 billion for congestive heart failure, $53 billion for stroke and $49 billion for diabetes for a total US addressable market of $261 billion. This total addressable market evaluation also assumes that one patient could be tested with multiple tests, and each test is administered to each patient a single time in a year although some patients may benefit from being re-tested in less than a year.

Since the launch of Epi+Gen CHD™ in 2021 via telemedicine, the predominant initial go-to-market (GTM) strategy was bottom-up consumer-led sales focused on directly acquiring and retaining savvy and health-conscious consumers interested in using the latest technologies to address their cardiovascular disease risk concerns. Our sales and marketing efforts were largely limited due to constraints in resources and predominantly leveraged digital marketing channels. Sales were handled through our telemedicine partner to multiple customers. Moving forward, with additional resources and a growing team, in addition to this bottom-up GTM motion, Cardio Diagnostics has adopted a product-led innovation growth strategy that emphasizes enterprise-wide adoption across key healthcare sub-verticals with a particular emphasis on deeply centralized key opinion and health trend leaders like innovative providers, health systems, and employers.

By assessing the risk for CHD early and potentially averting a heart attack, Cardio believes the clinical and economic utility of Epi+Gen CHD™ will support its commercial adoption. Cardio believes that Epi+Gen CHD™ can address a significant addressable market opportunity even before it is covered by insurance and eligible for approval for reimbursement. While Cardio believes that such coverage and reimbursement would be necessary to gain widespread adoption, obtaining such coverage and reimbursement from federal and private payors is expected to take several years, if it is obtained at all. Cardio’s focus for Epi+Gen CHD™ is on individuals between the ages of 35-75 in the United States who have not been diagnosed with CHD (estimated total addressable US market of 146 million adults) through the following key channels:

As innovative health systems diversify their business models and care delivery pathways, there is a renewed emphasis on using precision medical technologies to better manage expensive and chronic conditions, including CHD. By assessing the risk for CHD before a cardiac event, Epi+Gen CHD™ has the potential to improve population health. Cardio believes that the improved performance of its test compared to other risk calculators, coupled with evidence of cost savings and enhanced survival, will drive the adoption of Epi+Gen CHD™ by health systems to continue improving the health of their patients.

Early adoption is driven by practices committed to innovation in medicine for patients who are more focused on preventive health and wellness and have the financial means to pay out-of-pocket for concierge subscription services. There is a convergence in innovative providers, health-conscious consumers, and best-in-class tests and technologies in concierge medicine practices to provide on-demand elite personalized and readily accessible healthcare. With an estimated 2,000 to 5,000 concierge practices in the United States, there is robust growth in high-end healthcare services with an equal demand for innovative diagnostic tools. Additionally, concierge practices are not price-sensitive, so reimbursement is not a top priority.

Early adoption in the employer space will be driven by remote-first companies looking to provide employee perks relevant to health. Cardio believes the two reasons for this are replacing in-office amenities and acknowledging that health is top of mind for most employees in a post-pandemic world. Health equity is top-of-mind for many employers to ensure that their employees are healthy and productive. Employers view healthcare investments as another investment in the business. Employers leveraging innovative diagnostic solutions can connect better health for employees to drive overall business objectives and have a competitive advantage in attracting and retaining talent.

Many Americans are concerned about being proactive with their health needs. Understanding their personalized risk with tests at the forefront of medicine is crucial for those with financial resources. According to the U.S. Census Bureau based on the 2020 census, there are nearly 44 million households that earn $100,000 or more annually. Because the Epi+Gen CHD™ test is currently out-of-pocket, Cardio expects high-earning Americans who are proactive about their health to constitute the initial attainable market. Additionally, many have discretionary flexible spending account ("FSA") or health savings account ("HSA") funds. A strategic partner will be health and wellness marketplaces that aggregate FSA and HSA- eligible items for those who wish to tackle their health using their pre-tax dollars. According to the Global Wellness Institute, Americans spend more than $275 billion annually on out-of-pocket wellness and health initiatives.

Sales and Marketing for Epi+Gen CHD™ with a Focus on Strategic Channel Partnerships

While our overall sales and marketing initiatives will span the gamut across traditional, print, and digital media, our primary sales and marketing strategy consist of the branding, collaboration, co-marketing, and co-sales opportunities involved in strategic channel partnerships. By prioritizing strategic channel partnerships, we believe we can accelerate our market penetration into the key healthcare sub-verticals we intend to prioritize for our growth. The key to our efforts is a well-defined and executed channel partnership integration strategy that will serve to accelerate the sales cycles for each of our distribution channels. The sales cycles are generally defined as the period in which such distribution channel will turn over its inventory of Cardio’s tests, which may vary for each distribution channel. Utilizing and developing such strategic channel partnerships, we believe, will generate revenue in a myriad of ways including larger contracts for our Epi+Gen CHD^™ test and bundling our solutions alongside other synergistic technologies, services, and products. We are targeting accelerating the sales cycles for distribution channels for telemedicine, concierge practices, innovative health systems and employers to cycles of four to six weeks, one to nine months, nine to twelve months and six to nine months, respectively.

Strategic channel partnerships are key for the growth of Cardio Diagnostics' solutions. There are several key revenue and strategy benefits to developing a robust channel partnership strategy, including:

Strategic channel partners would have exclusivity agreements with Epi+Gen CHD™, which forecloses distribution channels to potential competitors.

Channel partners under consideration for Epi+Gen CHD™ strategic partnerships have large, related healthcare and life science networks that Cardio Diagnostics expects to leverage as part of the relationship.

The cardiovascular disease space is of paramount concern to stakeholders across the healthcare continuum; the scale of the disease across the population and the associated costs ensures that addressing cardiovascular disease from a payment, cost, patient outcome, and prevention standpoint for stakeholders across the spectrum.

The economics of each channel partnership can be crafted independently to offer each strategic partner a per-unit cost relevant to the size of their network.

Bundling Epi+Gen CHD™ and future Cardio solutions alongside complementary clinical, analytics, treatment pathways, and services-consulting for primary prevention optimization with key partners expands the ROI of the investment in Cardio's solutions.

Our growth strategy will require investment in internal and external healthcare enterprise sales, marketing and deep customer insights. By combining best-in-class revenue operations technologies with seasoned healthcare sales and marketing experts, we believe we can quickly scale the selling approaches we have outlined and validated to transform the cardiovascular healthcare experience, driving revenue and increased margins. New hires will be targeting the entire continuum of revenue needs, including opportunity identification, campaign design, and execution.

For our Epi+Gen CHD™ sample collections kits, we rely on third-party suppliers for kit contents required to collect and transport a blood sample to the lab for processing. These are commonly used supplies that are and can be sourced from multiple distributors. Upon sourcing these contents, they are assembled into lancet-based and vacutainer-based sample collection kits and fulfilled by a vendor under contract with Cardio. We intend to maintain an inventory of fully assembled kits to meet expected demand for at least six months. However, since there are no particular or unique assembly protocols, the lead time to assemble additional sample collection kits would be minimal after the contents are sourced. Over time, Cardio does intend to integrate assembly and fulfillment capabilities of sample collection kits internally.

Proprietary genetic and DNA methylation components are sourced from large manufacturers and manufactured under good manufacturing practices (“cGMP”). There are alternative manufacturers for each of these components, and no additional lead time is expected. Laboratory assays that are manufactured under cGMP to specifications are expected to be available to meet anticipated demand for at least six months.

Cardio’s Epi+Gen CHD™ test is currently offered as a Laboratory Developed Test (LDT) through an experienced laboratory with the appropriate Clinical Laboratory Improvement Amendments of 1988 (“CLIA”) certification and state licensure. However, Cardio does intend to acquire a laboratory that would become the only LDT site where the Epi+Gen CHD™ test is offered. Cardio is currently evaluating potential lab candidates for acquisition.

Innovation is the key to success. In the rapidly moving cardiac diagnostics space, Cardio believes that it has the team, differentiated technology, and deep technical and business expertise to deliver a market differentiating suite of products for its customers to address unmet clinical needs in the cardiovascular space and help Cardio dominate its market.

The pillar of Cardio’s strategy has been innovation, from the onset with its technology development and intellectual property that account for future growth, to its commercialization and partnership efforts that bring together key healthcare stakeholders.

Cardio believes that, among other reasons, the future belongs to Cardio based on the following competitive strengths:

Cardio’s technology and products stem from over a decade of rigorous scientific research by the Founders in collaboration with other clinical and research experts from leading organizations. The Founders are experts in machine learning approaches in healthcare and in epigenetics with highly cited peer-reviewed publications. The technology and products are developed and validated with extensive clinical data. The key findings have been published after undergoing stringent independent third-party peer review.

• Broad intellectual property portfolio protects Cardio’s current and future products and their applications.

As of July 2022, Cardio’s patent portfolio includes three patent families, eight patent applications pending worldwide, one issued EU patent, one U.S. notice of allowance, which was issued in May 2022, and two pending PCT International applications, generally directed to biomarkers associated with cardiovascular disease and diabetes for diagnosis and other applications. In addition, the Company has extensive trade secrets and know-how, including algorithms and assay designs, that that are critical for the continued development and improvement of Cardio’s current and future products.

• Big data and artificial intelligence (machine learning) expertise drive future product development.

Cardio’s expertise in processing billions of clinical genotypic, epigenetic and phenotypic data points to generate critical insights allows the Company to continue to develop innovative products.

• Proprietary cutting-edge AI-driven Integrated Genetic-Epigenetic Engine™ accelerates product development.

Cardio has built a proprietary AI-driven Integrated Genetic-Epigenetic Engine™ that is made up of layers of big data, Cardio’s algorithms informed by biology and its expert domain knowledge that was designed and built over the past decade and can be leveraged to enable rapid design, development and launch of new diagnostic solutions.

• Multiple potential product offerings with strong value propositions for key healthcare stakeholders.

Cardio has built a robust product pipeline for various types of cardiovascular disease and other indications that leverage its AI-driven Integrated Genetic-Epigenetic Engine™ to continue to build market traction. Cardio believes that its current and future products have strong value propositions for various key stakeholders in healthcare. As a result, Cardio believes that its customers will adopt and champion its products.

Cardio believes that its tests are the first epigenetics-based clinical tests for heart disease. Unlike genetic biomarkers that are static, the DNA methylation (epigenetic) biomarkers included in Cardio’s products are generally dynamic. Therefore, DNA methylation biomarkers can change over time and as a result, in addition to initial assessment, Cardio’s products could potentially be used to personalize interventions and help monitor the effectiveness of these interventions.

Cardio’s commercial pipeline is inherently scalable. Its laboratory testing kits consist of easy to synthesize oligonucleotide products, readily available PCR reagents, and can be kitted months in advance. Its lancet and vacutainer-based sampling kits incorporate readily available components that can be sourced from several vendors. Cardio’s propriety algorithms can be scaled and automated to process data from thousands of samples. In addition, the laboratory processes can be automated and scaled by adding existing commercial equipment.

• A leadership team of seasoned healthcare professionals and executives that is led by a visionary founder.

Cardio is led by a management team with experience in inventing innovative technologies, developing and commercializing clinical products, and building high growth companies.

Even though Cardio believes that its solutions provide significant advantages over solutions that are currently available from other sources, Cardio expects continued intense competition. This includes companies that are entering the cardiovascular diagnostics market or existing companies that are looking to capitalize on the same or similar opportunities as Cardio is in the clinical and non-clinical spaces. Some of its potential and current competitors have longer operating histories and have, or will have, substantially greater financial, technical, research, and other resources than Cardio does, along with larger, more established marketing, sales, distribution, and service organizations. This could enable its competitors to respond more quickly or efficiently than it can to capture a larger market share, respond to changes in the regulatory landscape or adapt to meet new trends in the market. Having access to more resources, these competitors may undertake more extensive research and development efforts, substantially reduce the time to introducing new technologies, accelerate key hires to drive adoption of their technologies, deploy more far-reaching marketing campaigns and implement a more aggressive pricing policy to build larger customer bases than Cardio has. In some cases, Cardio is competing for the same resources its customers allocate for purchasing cardiovascular diagnostics products or for establishing strategic partnerships. Cardio expects new competitors to emerge and the intensity of competition to increase. There is a likelihood that its competitors may develop solutions that are similar to those of Cardio and ones that could achieve greater market acceptance than Cardio’s. This could attract customers away from its solutions and reduce its market share. To compete effectively, Cardio must scale its organization and infrastructure appropriately and demonstrate that its products have superior value propositions, cost savings, and clinical performance.

The clinical cardiovascular diagnostic space is perhaps the most intensely competitive market space in clinical medicine. Even though Cardio’s solutions offer significant advantages to existing methods, Cardio expects alternative biomarker assessment approaches to continue to exist and to be developed. With respect to coronary heart disease (CHD) risk assessment, its competitors use a variety of technologies including genetic, serum lipid-based, imaging, proteomic and “people tracking” approaches.

Genetic testing, both whole genome and more focused panel modalities, is the first type of biomarker assessment and is used by many clinicians to assess lifetime risk for CHD. However, whereas the scientific tenets for this approach are generally accepted, it does not identify when the CHD might develop, and Cardio believes that the relative power of this method for predicting CHD as compared to its Epi+Gen CHD™ test is limited. In addition, whereas the use of this test may divert revenues for testing, this approach is in some manners complementary, and it is conceivable that some clinicians may elect to get both forms of testing to have a more holistic assessment of both short term and lifetime risk.

The best-known biomarker approach is that embodied by the American Heart Association/American College of Cardiology Atherosclerotic Cardiovascular Risk Calculator (referred to ASCVD risk calculator or Pooled Cohort Equation). This method integrates laboratory assessment of serum lipids, blood pressure and self-reported health variables to impute 10-year risk for all forms of atherosclerotic cardiovascular disease (mainly CHD, but also stroke and peripheral artery disease) using a standard algebraic equation. This is the most commonly used method of assessing CHD risk and enjoys general acceptance by the medical community. It is perhaps the most direct competitor for Cardio’s Epi+Gen CHD™ test. Cardio believes that its test has superior performance, does not require overnight fasting and will eventually provide greater information to the clinician than this current market standard. In addition, Cardio notes that its test assesses risk over a three-year window rather than a 10-year window which it believes is a more relevant period of time for patient management.

Imaging modalities are also used to assess risk for CHD. Perhaps the most commonly used imaging method for predicting risk for CHD is Coronary Artery Calcium (CAC) screening. In this method, a low intensity computed tomography (CT) scan is taken of the heart. Then using this data, the amount of calcium laden plaque is determined and the result used to assess 10-year risk for CHD. Strengths of this approach include the general acceptance of the medical community. Weaknesses include the necessity of exposing patients to x-ray radiation and the inability of the CAC test to monitor patient response. In many ways, this test competes with Cardio’s test. At the same time, Cardio notes that its test is not yet recommended as a primary method for screening low risk individuals, uses a longer risk assessment window, and could actually be used as secondary testing to evaluate patients who are not found to be at low risk using Epi+Gen CHD™.

Proteomic methods, as exemplified by serologic assessments of individual proteins such as c-reactive protein or of entire protein panels, such as that for the HART CADhs or CVE tests from Prevencio are another risk assessment tool. The CADhs test is a good example of a proteomic competitor and predicts the 1-year risk for having ≥70% stenosis in a major coronary artery while another Prevencio test HART CVE, predicts one year risk for individuals at risk for developing a major adverse cardiovascular event. Important differences between Cardio’s tests and their offerings include the window of prediction (three-year vs one-year), the type of technology employed (AI guided interpretation of genotype and methylation sensitive digital PCR results compared to algorithm interpretation of results from Luminex bead immunoassays). Because Cardio believes that digital PCR based methods are more scalable testing solutions than Luminex bead platforms, it believes that its approach has an advantage.

Finally, researchers have described methods to use wearable devices, such as Huami wrist device, to predict risk for cardiovascular disease. Although people doubtlessly use these and similar method derived from wearable devices to assess risk, their exact clinical market penetrance is currently low, and whether they would pose as a direct competitor for Cardio’s test remains uncertain.

However, the aforementioned is only a snapshot of the current market space in which Cardio currently competes and which it intends to compete in the future. Its intellectual property claims include methods to develop tests for coronary heart disease, as well as incident and prevalent heart failure, stroke and diabetes. The test for prevalent coronary heart disease, whose basis was published in 2018, is well underway and Cardio expects this test to become a strong competitor for other methods of establishing current CHD, such as exercise treadmill testing, and for monitoring response to CHD treatment.

In summary, the cardiovascular diagnostic space is extremely competitive and fast moving. Cardio believes that the serum lipid, proteomic and to a certain extent, imaging-based modalities are direct competitors for customers and enjoy both large existing market share and substantial financial backing. In addition, it is clear that these existing alternative assessment strategies have significant degrees of scientific literature supporting their use, enjoy backing from key medical constituencies for their use in certain circumstances, and have established strategies for obtaining third party reimbursement. As the population ages, this competition is likely to increase. At the same time, Cardio believes that there are important differences between the current tests offered with its solutions with respect to clinical performance, window of clinical assessment, scalability, capacity for assisting with interventions and response monitoring. However, the other technologies are not static and Cardio expects refinements and/or combination of existing approaches to vigorously compete for customers in our business space. Cardio will have to scale its efforts and orient its organization appropriately and demonstrate that its products provide better value for its customers.

Cardio has made broad pending intellectual property (“IP”) claims with respect to the use of epigenetic and gene-methylation interactions for the assessment and monitoring of cardiovascular disease, specifically coronary heart disease, congestive heart failure and stroke, as well as diabetes, and its portfolio falls into three patent families. These patent applications have been filed in the United States and foreign jurisdictions, including the European Union, Japan, Canada and China. In the European Union a patent has already been granted. In the U.S., a notice of allowance was recently issued. Cardio’s issued and pending patents cover general methods as well as key technological steps that enable these core approaches while facilitating the continued patenting of material included in the patent applications Cardio expects to continue to file new patent applications to protect additional products and methodologies as they emerge.

The initial work on Cardio’s AI-driven Integrated Genetic-Epigenetic Engine™ is derived from work done by Cardio’s founders while at the University of Iowa, around which there is currently a family of patent and patent applications. Follow-on work on Cardio’s core technology also is derived from work done by Cardio’s founders while at the University of Iowa but was furthered by Cardio’s founders independent of the University of Iowa. The follow-on work is described in the second and third families of patent applications.

The initial work is described in the first family of patents and patent applications and is generally directed to a number of single nucleotide polymorphism (SNP) biomarkers and a number of methylation site biomarkers that are highly associated, at a statistically significant level, with the presence or the early onset of a number of cardiovascular diseases. The first family of patents and patent applications is owned solely by the University of Iowa Research Foundation (UIRF) and is exclusively licensed by Cardio. As of July 2022, this family includes six granted patents, one soon-to-be issued patent, and seven pending patent applications. Any and all patents issuing in this family will be solely owned by UIRF and, barring any changes to the UIRF exclusive license agreement, will fall under the exclusive license to Cardio.

The first family includes a granted patent in Europe, an allowed application in the U.S., and pending applications in Australia, Canada, China, Europe, India, Japan and the U.S. The issued claims in the EP patent are directed to compositions (e.g., a kit) for determining the methylation status of at least one CpG dinucleotide and a genotype of at least one single-nucleotide polymorphism (SNP) that includes at least one primer that detects the presence or absence of methylation in a particular region of the genome (referred to as cg26910465) and at least one primer that detects a first SNP in a particular region of the genome (referred to as rs10275666) or another SNP in linkage disequilibrium with the first SNP. The European patent is validated in six European countries including France, Germany, Italy, Ireland, Switzerland, and United Kingdom. The allowed claims in the U.S. are directed to methods for determining the presence of a biomarker associated with coronary heart disease (CHD) that includes performing a genotyping assay on a nucleic acid sample to detect the presence of a SNP in a particular region of the genome (referred to as rs11597065), bisulfite converting a nucleic acid sample and performing a methylation assay to detect the presence or absence of methylation in a particular region of the genome (referred to as cg12586707), and inputting the data from the genotyping assay and the methylation assay into a basic, non-specific algorithm. The original algorithm developed during the initial work is not disclosed in the first family of patents and patent applications. This family of patents is in-licensed under an exclusive license agreement with UIRF, and is expected to expire in 2037, absent any applicable patent term adjustments or extensions.

The second family, which is follow-on work conducted by Cardio, is generally directed to a number of SNP biomarkers and a number of methylation site biomarkers that are highly associated, at a statistically significant level, with diabetes. This family includes a pending PCT International application, with claims directed to compositions (e.g., a kit) that include at least one primer for determining the methylation status of at least one CpG dinucleotide from a group of five different methylation sites, or a different CpG dinucleotide in linkage disequilibrium with one of the listed CpG dinucleotides, and at least one primer for determining the genotype of at least one SNP from a group of five different SNPs, or a different SNP in linkage disequilibrium with one of the listed SNPs. The PCT application also includes claims to methods of determining the presence of biomarkers associated with diabetes, claims to a computer-readable medium for performing such methods, and claims to a system for determining the methylation status of at least one CpG dinucleotide and the genotype of at least one SNP. The specific algorithm developed for the association of biomarkers with diabetes, which includes an Artificial Intelligence (AI) component, is not a part of the disclosure of the second family of patent applications, and Cardio presently intends to maintain this aspect as a trade secret. Patents issuing from the second family are expected to expire in 2041, absent any applicable patent term adjustments or extensions.

The second family of patent applications is co-owned by UIRF and Cardio, since Cardio expanded on and further refined some of the original research that was done at the University of Iowa. As of July 2022, this family includes one International PCT application. The ownership of any and all patents that ultimately issue in this family will depend on the specific subject matter that is claimed in each issued patent; ownership could lie solely with UIRF or Cardio, or ownership could be shared between UIRF and Cardio. For example, depending upon the specific biomarkers claimed and when those biomarkers were identified (e.g., during the initial work at the University of Iowa or during the follow-on work at Cardio), ownership could lie solely with UIRF or Cardio, or ownership could be shared between UIRF and Cardio (e.g., if a claimed biomarker was initially identified at the University of Iowa and its significance with respect to diabetes was further refined by Cardio; or if one of the claimed biomarkers was identified at the University of Iowa and another one of the claimed biomarkers was identified at Cardio).

The third family of patent applications, also considered follow-on work of Cardio, is generally directed to a number of SNP biomarkers and a number of methylation site biomarkers that are highly associated, at a statistically significant level, with the three-year incidence of cardiovascular disease. This family includes one pending PCT International application and a pending U.S. application, with claims directed to compositions (e.g., a kit) that include at least one primer for determining the methylation status of at least one CpG dinucleotide from a group of three different methylation sites, or a different CpG dinucleotide in linkage disequilibrium with one of the listed CpG dinucleotides, and at least one primer for determining the genotype of at least one SNP from a group of five different SNPs, or a different SNP in linkage disequilibrium with one of the listed SNPs. The PCT application also includes claims to methods of determining the presence of biomarkers associated with three-year incidence of cardiovascular disease, claims to a computer-readable medium for performing such methods, and claims to a system for determining the methylation status of at least one CpG dinucleotide and the genotype of a SNP. The specific algorithm developed for the association of biomarkers with three-year incidence of cardiovascular disease, which includes an Artificial Intelligence (AI) component, is not a part of the disclosure of the third family of patent applications, and Cardio presently intends to maintain this aspect as a trade secret. This family of patents is owned exclusively by Cardio. As of July 2022, this family includes one International PCT application as well as a one U.S. utility application. Any and all patents issuing in this family will be solely owned by Cardio. Patents issuing from the third family are expected to expire in 2041, absent any applicable patent term adjustments or extensions.

The Exclusive License Agreement entered into with UIRF and those licenses granted under that license agreement terminate on the expiration of the patent rights licensed under the license agreement, unless certain proprietary, non-patented technical information is still being used by Cardio, in which case the license agreement will not terminate until the date of termination of such use. The licenses under the license agreement could terminate prior to the expiration of the licensed patent rights if Cardio materially breaches its obligations under the license agreement, including failing to pay the applicable license fees and any interest on such fees, and fails to fully remedy such breach within the period specified in the license agreement, or if Cardio enters liquidation, has a receiver or administrator appointed over any assets related to the license agreement, or ceases to carry on business, or files for bankruptcy or if an involuntary bankruptcy petition is filed against Cardio.

Additionally, Cardio has considerable IP in the form of trade secrets, including bioinformatics and high-performance computing techniques and machine learning algorithms used to identify genetic and epigenetic biomarkers for various products and to interpret genetic and epigenetic data from patient samples to generate clinically actionable information, as well as the methods to develop new methylation sensitive assays. Cardio protects its proprietary information, which includes, but is not limited to, trade secrets, know-how, trademarks and copyrights. Cardio’s future success depends on protecting that knowledge, obtaining trademarks on its products, copyright on key materials, and avoiding infringing on the IP rights of others. Where appropriate, Cardio will assess the operating space and acquire licenses for critical technologies that it does not possess or cannot create. Cardio continues to invest in technological innovation and will seek mutualistic and symbiotic licensing opportunities to promote and maintain its competitive position.

In order to provide its products, Cardio currently uses a variety of third party technologies including, for example, genotyping, digital methylation assessment and data processing technologies. The terms of these agreements for the non-exclusive use of these technologies are subject to change without notice and could affect Cardio’s ability to deliver its solutions. In addition, from time to time, Cardio may face claims from third parties asserting ownership of, or demanding release of, the open-source software or derivative works that Cardio developed using such software (which could include Cardio’s proprietary source code), or otherwise seeking to enforce the terms of the applicable open-source license. These claims could result in litigation that could be costly to defend, have a negative effect on Cardio’s operating results and financial condition or require Cardio to devote additional research and development resources to change its existing or future. Responding to any infringement or noncompliance claim by an open-source vendor, regardless of its validity, discovering certain open-source software code in Cardio’s products, or a finding that Cardio has breached the terms of an open-source software license, could harm its business, results of operations and financial condition In each case, Cardio would be required to either seek licenses to software or services from other parties and redesign its products to function with such other parties’ software or services or develop these components internally, which would result in increased costs and could result in delays to product launches. Furthermore, Cardio might be forced to limit the features available in its current or future solutions.

The laboratory testing and healthcare industry and the practice of medicine are extensively regulated at both the state and federal levels, and additionally, the practice of medicine is similarly extensively regulated by the various states. Cardio’s ability to operate profitably will depend in part upon its ability, and that of its vendor partners, to maintain all necessary licenses and to operate in compliance with applicable laws and rules. Those laws and rules continue to evolve, and Cardio therefore devotes significant resources to monitoring relevant developments in FDA, CLIA, healthcare and medical practice regulation. Those laws and rules include, but are not limited to, ones that govern the regulation of clinical laboratories in general and the regulation of laboratory-developed tests (“LDTs”) in particular. As discussed below, legislation has been introduced in Congress that would substantially alter federal regulation of diagnostic tests, including LDTs. As the applicable laws and rules change, Cardio is likely to make conforming modifications in its business processes from time to time. In many jurisdictions where Cardio operates, neither Cardio’s current nor its anticipated business model has been the subject of judicial or administrative interpretation. Cardio cannot be assured that a review of Cardio’s business by courts or regulatory authorities will not result in determinations that could adversely affect Cardio’s operations or that the laboratory and healthcare regulatory environment will not change in a way that restricts its operations.

Clinical laboratories are required to hold certain federal and state licenses, certifications and permits to conduct Cardio’s business. As to federal certifications, in 1988, Congress passed the Clinical Laboratory Improvement Amendments of 1988, or CLIA, establishing more rigorous quality standards for all commercial laboratories that perform testing on human specimens for the purpose of providing information for the diagnosis, prevention, or treatment of disease or the assessment of the health of human beings. CLIA requires such laboratories to be certified by the federal government and mandates compliance with various operational, personnel, facilities administration, validation, quality and proficiency testing requirements intended to ensure the accuracy, reliability and timeliness of patient test results. CLIA certification is also a prerequisite to be eligible to bill state and federal healthcare programs, as well as many commercial third-party payers, for laboratory testing services.

Laboratories must comply with all applicable CLIA requirements. If a clinical laboratory is found not to comply with CLIA standards, the government may impose sanctions, limit or revoke the laboratory’s CLIA certificate (and prohibit the owner, operator or laboratory director from owning, operating, or directing a laboratory for two years following license revocation), subject the laboratory to a directed plan of correction, on-site monitoring, civil monetary penalties, civil actions for injunctive relief, criminal penalties, or suspension or exclusion from the Medicare and Medicaid programs.

CLIA provides that a state may adopt laboratory licensure requirements and regulations that are more stringent than those under federal law and requires compliance with such laws and regulations. New York State in particular, has implemented its own more stringent laboratory regulatory requirements. State laws may require the laboratory to obtain state licensure and/or laboratory personnel to meet certain qualifications, specify certain quality control procedures or facility requirements, or prescribe record maintenance requirements. Moreover, several states impose the same or similar state requirements on out-of-state laboratory testing specimens collected or received from, or test results reported back to, residents within that state. Therefore, the laboratory is required to meet certain laboratory licensing requirements for those states in which Cardio offers services or from which Cardio accepts specimens and that have adopted regulations beyond CLIA. For more information on state licensing requirements, see “— California Laboratory Licensing,” “— New York Laboratory Licensing” and “— Other State Laboratory Licensing Laws.”

The laboratory running the test has also been accredited by the College of American Pathologists, or CAP, which means that it has been certified as following CAP standards and guidelines in operating the laboratory facility and in performing tests that ensure the quality of the test results. CAP is a deemed accrediting body for CMS, meaning that successful inspection by CAP satisfies a laboratory’s CLIA requirements, and results in the issuance of a Certificate of Accreditation by CMS.

In addition to federal certification requirements for laboratories under CLIA, the laboratory is required under California law to maintain a California state license and comply with California state laboratory laws and regulations. Similar to the federal CLIA regulations, the California state laboratory laws and regulations establish standards for the operation of a clinical laboratory and performance of test services, including the education and experience requirements of the laboratory director and personnel (including requirements for documentation of competency), equipment validations, and quality Management practices. All testing personnel must maintain a California state license or be supervised by licensed personnel.

Clinical laboratories are subject to both routine and complaint-initiated on-site inspections by the state. If a clinical laboratory is found to be out of compliance with California laboratory standards, the California Department of Public Health, or CDPH, may suspend, restrict or revoke the California state laboratory license to operate the clinical laboratory (and exclude persons or entities from owning, operating, or directing a laboratory for two years following license revocation), assess civil money penalties, and/or impose specific corrective action plans, among other sanctions. Clinical laboratories must also provide notice to CDPH of any changes in the ownership, directorship, name or location of the laboratory. Failure to provide such notification may result in revocation of the state license and sanctions under the CLIA program. Any revocation of a CLIA certificate or exclusion from participation in Medicare or Medicaid programs may result in suspension of the California state laboratory license.

Cardio currently does not conduct tests on specimens originating from New York State. In order to test specimens originating from, and return results to New York State, a clinical laboratory is required to obtain a New York state laboratory permit and comply with New York state laboratory laws and regulations. The New York state laboratory laws, regulations and rules are equal to or more stringent than the CLIA regulations and establish standards for the operation of a clinical laboratory and performance of test services, including education and experience requirements of a laboratory director and personnel, physical requirements of a laboratory facility, equipment validations, and quality Management practices. The laboratory director(s) must maintain a Certificate of Qualification issued by the New York State Department of Health, or NYS DOH, in the permitted test categories.

A clinical laboratory conducting tests on specimens originating in New York is subject to proficiency testing and on-site survey inspections conducted by the Clinical Laboratory Evaluation Program, or CLEP, under the NYS DOH. If a laboratory is found to be out of compliance with New York’s CLEP standards, the NYS DOH, may suspend, limit, revoke or annul the New York laboratory permit, censure the holder of the license or assess civil money penalties. Statutory or regulatory noncompliance may result in a laboratory’s operator, owners and/or laboratory director being found guilty of a misdemeanor under New York law. Clinical laboratories must also provide notice to CLEP of any changes in ownership, directorship, name or location of the laboratory. Failure to provide such notification may result in revocation of the state license and sanctions under the CLIA program. Any revocation of a CLIA certificate or exclusion from participation in the Medicare or Medicaid programs may result in suspension of the New York laboratory permit.

The NYS DOH also must approve each LDT before that test is offered to patients located in New York

In addition to New York and California, certain other states require licensing of out-of-state laboratories under certain circumstances. Cardio has obtained licenses in the states that it believes require it to do so and believes it is in compliance with applicable state laboratory licensing laws, including Maryland and Pennsylvania.

Potential sanctions for violation of state statutes and regulations can include significant monetary fines, the rejection of license applications, the suspension or loss of various licenses, certificates and authorizations, and in some cases criminal penalties, which could harm Cardio’s business. CLIA does not preempt state laws that have established laboratory quality standards that are more stringent than federal law.

The FDA generally considers a laboratory-developed test, or LDT, to be a test that is developed, validated, used and performed within a single laboratory.

The FDA has historically taken the position that it has the authority to regulate LDTs as in vitro diagnostic, or IVD medical devices under the Federal Food, Drug and Cosmetic Act, or FDC Act, but it has generally exercised enforcement discretion with regard to LDTs. This means that even though the FDA believes it can impose regulatory requirements on LDTs, such as requirements to obtain premarket approval, de novo authorization, or 510(k) clearance of LDTs, it has generally chosen not to enforce those requirements to date. However, there have been situations in which FDA, because of safety, public health, or other concerns, has required companies offering LDTs to comply with FDA regulations applicable to other IVDs, including the requirement for premarket review and authorization.

Separately, the Centers for Medicare and Medicaid Services, or CMS, oversees clinical laboratory operations through the CLIA program.

The regulatory environment for LDTs has changed over time. For example, in 2020, the Department of Health and Human Services, or HHS, directed the FDA to stop regulating LDTs, but in 2021, HHS reversed its policy. Thereafter, the FDA resumed requiring submission of emergency use authorization, or EUA, requests, for COVID-19 LDTs, but has not indicated an intent to change its policy of enforcement discretion with respect to other, non-COVID, LDTs.

Various bills have been introduced in Congress seeking to substantially change the regulation of both LDTs and IVDs:

In March 2020, the Verifying Accurate Leading-edge IVCT Development, or VALID, Act was introduced in the Senate, and proposed a common regulatory framework for in vitro clinical tests, or IVCTs, which would comprise both IVDs and LDTs, and would require premarket approval for some tests currently offered as LDTs. The VALID Act was reintroduced in June 2021 and would similarly clarify and enhance the FDA’s authority to regulate LDTs. The VALID Act was included in the FDA Safety and Landmark Advancements, or FDASLA, legislation, which was favorably voted upon by the Senate Health, Education, Labor and Pensions (HELP) Committee in June 2022. The FDASLA will now be considered by the full Senate. In May 2022, the House Energy and Commerce Committee approved a version of the FDASLA that does not include the VALID Act, and which will now be considered by the full House. If the Senate and the House pass their respective versions of the FDASLA, a Senate-House conference committee will be convened to reconcile the differences in the legislation, including any differences relating to the VALID Act.

If enacted, VALID will foreseeably have a significant impact on the clinical laboratory sector, and many LDTs will be required to undergo FDA premarket review and authorization at some point. The particular impact on Cardio’s LDTs is difficult to predict at this time. Depending on the final version of the legislation, some tests already on the market as of the date of enactment may be “grandfathered” and may not require premarket authorization, at least initially. Other LDTs may not be required to obtain premarket authorization at all. Additionally, the FDA will need to undertake rulemaking or develop guidance to implement the new law, a process that would likely take months or years. It is therefore not possible to predict the specific impact of VALID on Cardio’s operations. If premarket authorization is required, it could lead to a substantial increase in the time and cost to bring the tests to market or require significant resources to obtain FDA authorization to allow continued marketing of tests. VALID may also result in ongoing FDA regulatory obligations even for tests that do not need to undergo FDA review.

In March 2020, the Verified Innovative Testing in American Laboratories, or VITAL, Act was introduced in the Senate, and would expressly shift the regulation of LDTs from the FDA to CMS. The VITAL Act was reintroduced in May 2021. Unlike the VALID Act, the VITAL Act has not been referred to the HELP Committee and has not been incorporated into FDASLA, making its prospects of enactment in this session of Congress unlikely.

In addition to potential legislation affecting LDTs, the FDA or the Federal Trade Commission, or FTC, as well as state consumer protection agencies and competitors, regulate the materials and methods used in the promotion of LDTs, including with respect to the product claims in promotional materials. Enforcement actions by the FDA, FTC and/or state consumer protection agencies for objectionable claims may include, among others, injunctions, civil penalties, and equitable monetary relief.

Should the FDA decide not to exercise enforcement discretion for LDTs, LDTs would be subject to extensive regulation as medical devices under the FDC Act and its implementing regulations, which govern, among other things, medical device development, testing, labeling, storage, premarket clearance or approval, advertising and promotion and product sales and distribution. To be commercially distributed in the United States, medical devices, including collection devices used to collect samples for testing, and certain types of software must receive from the FDA prior to marketing, unless subject to an exemption, clearance of a premarket notification, or 510(k), premarket approval, or a PMA, or a de novo authorization.

In vitro diagnostics, or IVDs, are a type of medical device that can be used in the diagnosis or detection of diseases or conditions, including assessment of state of health, through collection, preparation and examination of specimens from the human body. IVDs can be used to detect the presence of certain chemicals, genetic information or other biomarkers related to health or disease. IVDs include tests for disease prediction, prognosis, diagnosis, and screening.

The FDC Act classifies medical devices into one of three categories based on the risks associated with the device and the level of control necessary to provide reasonable assurance of safety and effectiveness. Class I devices are deemed to be low risk and are subject to the fewest regulatory controls. Many Class I devices are exempt from FDA premarket review requirements. Class II devices, including some software products to the extent that they qualify as a device, are deemed to be moderate risk, and generally require clearance through the premarket notification, or 510(k) clearance, process. Class III devices are generally the highest risk devices and are subject to the highest level of regulatory control to provide reasonable assurance of the device's safety and effectiveness. Class III devices typically require a PMA by the FDA before they are marketed. A clinical trial is almost always required to support a PMA application or de novo authorization and is sometimes required for 510(k) clearance. All clinical studies of investigational devices must be conducted in compliance with any applicable FDA and Institutional Review Board requirements. Devices that are exempt from FDA premarket review requirements must nonetheless comply with post-market general controls as described below, unless the FDA has chosen otherwise.

510(k) clearance pathway. To obtain 510(k) clearance, a manufacturer must submit a premarket notification demonstrating to the FDA’s satisfaction that the proposed device is substantially equivalent to a previously 510(k)-cleared device or to a device that was in commercial distribution before May 28, 1976 for which the FDA has not called for submission of a PMA application. The previously cleared device is known as a predicate. The FDA’s 510(k) clearance pathway usually takes from three to 12 months from submission, but it can take longer, particularly for a novel type of product. In addition, the COVID-19 pandemic has resulted in significant workload increases within the Center for Devices and Radiological Health that could affect 510(k) review timelines.

PMA pathway. The PMA pathway requires proof of the safety and effectiveness of the device to the FDA’s satisfaction. The PMA pathway is costly, lengthy, and uncertain. A PMA application must provide extensive preclinical and clinical trial data as well as information about the device and its components regarding, among other things, device design, manufacturing, and labeling. As part of its PMA review process, the FDA will typically inspect the manufacturer’s facilities for compliance with QSR requirements, which impose extensive testing, control, documentation, and other quality assurance procedures. The PMA review process typically takes one to three years from submission but can take longer, including, as noted above, due to delays resulting from the COVID-19 pandemic.

De novo pathway. If no predicate device can be identified, a device is automatically classified as Class III, requiring a PMA application. However, the FDA can reclassify, either on its own initiative or in response to a request for de novo classification, for a device for which there was no predicate device if the device is low- or moderate-risk. If the device is reclassified as Class II, the FDA will identify special controls that the manufacturer must implement, which may include labeling, performance standards, or other requirements. Subsequent applicants can rely upon the de novo product as a predicate for a 510(k) clearance, unless the FDA exempts subsequent devices from the need for a 510(k). The de novo route is intended to be less burdensome than the PMA process. In October 2021, the FDA issued final regulations codifying FDA’s expectations for de novo requests, which went into effect in January 2022. In October 2021, the FDA also issued updated and final guidance on the de novo request and classification process, for the purpose of providing clarity and transparency regarding the de novo classification process. The de novo route has historically been used for many IVD products.

Post-market general controls. After a device, including a device exempt from FDA premarket review, is placed on the market, numerous regulatory requirements apply. These include: the QSR, labeling regulations, registration and listing, the Medical Device Reporting regulation (which requires that manufacturers report to the FDA if their device may have caused or contributed to a death or serious injury or malfunctioned in a way that would likely cause or contribute to a death or serious injury if it were to recur), and the Reports of Corrections and Removals regulation (which requires manufacturers to report to the FDA corrective actions made to products in the field, or removal of products once in the field if such actions were initiated to reduce a risk to health posed by the device or to remedy a violation of the FDC Act). Depending on the severity of the legal violation that led to correction or removal, the FDA may classify the manufacturer’s action as a recall.

The FDA enforces compliance with its requirements through inspection and market surveillance. If the FDA finds a violation, it can institute a wide variety of actions, ranging from an untitled or public warning letter to enforcement actions such as fines, injunctions, and civil penalties; recall or seizure of products; operating restrictions, partial suspension or total shutdown of production; refusing requests for 510(k) clearance or PMA approval of new products; withdrawal of PMAs already granted; and criminal prosecution.

Cardio contracts with a healthcare telemedicine company to deliver services to Cardio’s patients. This contractual relationship is subject to various state laws, including those of New York, Texas and California, that prohibit fee-splitting or the practice of medicine by lay entities or persons and are intended to prevent unlicensed persons from interfering with or influencing the physician’s professional judgment. In addition, various state laws also generally prohibit the sharing of professional services income with nonprofessional or business interests. Activities other than those directly related to the delivery of healthcare may be considered an element of the practice of medicine in many states. Under the corporate practice of medicine restrictions of certain states, decisions and activities such as scheduling, contracting, setting rates and the hiring and Management of non-clinical personnel may implicate the restrictions on the corporate practice of medicine.

State corporate practice of medicine and fee-splitting laws vary from state to state and are not always consistent among states. In addition, these requirements are subject to broad powers of interpretation and enforcement by state regulators. Some of these requirements may apply to any telemedicine company we contract with. Failure to comply with regulations could lead to adverse judicial or administrative action against Cardio and/or telemedicine providers we work with, civil or criminal penalties, receipt of cease-and-desist orders from state regulators, loss of Provider licenses, the need to make changes to the terms of engagement with any telemedicine company we contract with that interfere with Cardio’s business and other materially adverse consequences.

The federal Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act, or HITECH, and their implementing regulations, which is collectively referred to as HIPAA, established several separate criminal penalties for making false or fraudulent claims to insurance companies and other non-governmental payors of healthcare services. Under HIPAA, these two additional federal crimes are: “Healthcare Fraud” and “False Statements Relating to Healthcare Matters.” The Healthcare Fraud statute prohibits knowingly and recklessly executing a scheme or artifice to defraud any healthcare benefit program, including private payors. A violation of this statute is a felony and may result in fines, imprisonment or exclusion from government-sponsored programs. The False Statements Relating to Healthcare Matters statute prohibits knowingly and willfully falsifying, concealing or covering up a material fact by any trick, scheme or device or making any materially false, fictitious or fraudulent statement in connection with the delivery of or payment for healthcare benefits, items or services. A violation of this statute is a felony and may result in fines or imprisonment. This statute could be used by the government to assert criminal liability if a healthcare provider knowingly fails to refund an overpayment. These provisions are intended to punish some of the same conduct in the submission of claims to private payors as the federal False Claims Act covers in connection with governmental health programs.

In addition, the Civil Monetary Penalties Law imposes civil administrative sanctions for, among other violations, inappropriate billing of services to federally funded healthcare programs and employing or contracting with individuals or entities who are excluded from participation in federally funded healthcare programs. Moreover, a person who offers or transfers to a Medicare or Medicaid beneficiary any remuneration, including waivers of co-payments and deductible amounts (or any part thereof), that the person knows or should know is likely to influence the beneficiary’s selection of a particular provider, practitioner or supplier of Medicare or Medicaid payable items or services may be liable for civil monetary penalties of up to $10,000 for each wrongful act. Moreover, in certain cases, providers who routinely waive copayments and deductibles for Medicare and Medicaid beneficiaries can also be held liable under the Anti-Kickback Statute and civil False Claims Act, which can impose additional penalties associated with the wrongful act. One of the statutory exceptions to the prohibition is non-routine, unadvertised waivers of copayments or deductible amounts based on individualized determinations of financial need or exhaustion of reasonable collection efforts. The OIG emphasizes, however, that this exception should only be used occasionally to address special financial needs of a particular patient. Although this prohibition applies only to federal healthcare program beneficiaries, the routine waivers of copayments and deductibles offered to patients covered by commercial payers may implicate applicable state laws related to, among other things, unlawful schemes to defraud, excessive fees for services, tortious interference with patient contracts and statutory or common law fraud.

Cardio is subject to the federal self-referral prohibitions, commonly known as the Stark Law. Where applicable, this law prohibits a physician from referring Medicare patients to an entity providing “designated health services” if the physician or a member of such physician’s immediate family has a “financial relationship” with the entity, unless an exception applies. The penalties for violating the Stark Law include the denial of payment for services ordered in violation of the statute, mandatory refunds of any sums paid for such services, civil penalties of up to $15,000 for each violation and twice the dollar value of each such service and possible exclusion from future participation in the federally-funded healthcare programs. A person who engages in a scheme to circumvent the Stark Law’s prohibitions may be fined up to $100,000 for each applicable arrangement or scheme. The Stark Law is a strict liability statute, which means proof of specific intent to violate the law is not required. In addition, the government and some courts have taken the position that claims presented in violation of the various statutes, including the Stark Law can be considered a violation of the federal False Claims Act (described below) based on the contention that a provider impliedly certifies compliance with all applicable laws, regulations and other rules when submitting claims for reimbursement. A determination of liability under the Stark Law could have a material adverse effect on Cardio’s business, financial condition and results of operations.

Cardio is also subject to the federal Anti-Kickback Statute. The Anti-Kickback Statute is broadly worded and prohibits the knowing and willful offer, payment, solicitation or receipt of any form of remuneration in return for, or to induce, (i) the referral of a person covered by Medicare, Medicaid or other governmental programs, (ii) the furnishing or arranging for the furnishing of items or services reimbursable under Medicare, Medicaid or other governmental programs or (iii) the purchasing, leasing or ordering or arranging or recommending purchasing, leasing or ordering of any item or service reimbursable under Medicare, Medicaid or other governmental programs. Certain federal courts have held that the Anti-Kickback Statute can be violated if “one purpose” of a payment is to induce referrals. In addition, a person or entity does not need to have actual knowledge of this statute or specific intent to violate it to have committed a violation, making it easier for the government to prove that a defendant had the requisite state of mind or “scienter” required for a violation. Moreover, the government may assert that a claim including items or services resulting from a violation of the Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the False Claims Act, as discussed below. Violations of the Anti-Kickback Statute can result in exclusion from Medicare, Medicaid or other governmental programs as well as civil and criminal penalties, including fines of $50,000 per violation and three times the amount of the unlawful remuneration. Imposition of any of these remedies could have a material adverse effect on Cardio’s business, financial condition and results of operations. In addition to a few statutory exceptions, the U.S. Department of Health and Human Services Office of Inspector General, or OIG, has published safe-harbor regulations that outline categories of activities that are deemed protected from prosecution under the Anti-Kickback Statute provided all applicable criteria are met. The failure of a financial relationship to meet all of the applicable safe harbor criteria does not necessarily mean that the particular arrangement violates the Anti-Kickback Statute. However, conduct and business arrangements that do not fully satisfy each applicable safe harbor may result in increased scrutiny by government enforcement authorities, such as the OIG.

Both federal and state government agencies have continued civil and criminal enforcement efforts as part of numerous ongoing investigations of healthcare companies and their executives and managers. Although there are a number of civil and criminal statutes that can be applied to healthcare providers, a significant number of these investigations involve the federal False Claims Act. These investigations can be initiated not only by the government but also by a private party asserting direct knowledge of fraud. These “qui tam” whistleblower lawsuits may be initiated against any person or entity alleging such person or entity has knowingly or recklessly presented, or caused to be presented, a false or fraudulent request for payment from the federal government or has made a false statement or used a false record to get a claim approved. In addition, the improper retention of an overpayment for 60 days or more is also a basis for a False Claim Act action, even if the claim was originally submitted appropriately. Penalties for False Claims Act violations include fines ranging from $5,500 to $11,000 for each false claim, plus up to three times the amount of damages sustained by the federal government. A False Claims Act violation may provide the basis for exclusion from the federally-funded healthcare programs. In addition, some states have adopted similar fraud, whistleblower and false claims provisions.

Several states in which Cardio operates have also adopted similar fraud and abuse laws as described above. The scope of these laws and the interpretations of them vary from state to state and are enforced by state courts and regulatory authorities, each with broad discretion. Some state fraud and abuse laws apply to items or services reimbursed by any third-party payor, including commercial insurers, not just those reimbursed by a federally-funded healthcare program. A determination of liability under such state fraud and abuse laws could result in fines and penalties and restrictions on Cardio’s ability to operate in these jurisdictions.

There are numerous U.S. federal and state laws and regulations related to the privacy and security of personally identifiable information, or PII, including health information. In particular, HIPAA establishes privacy and security standards that limit the use and disclosure of protected health information, or PHI, and require the implementation of administrative, physical, and technical safeguards to ensure the confidentiality, integrity and availability of individually identifiable health information in electronic form. Since the effective date of the HIPAA Omnibus Final Rule on September 23, 2013, HIPAA’s requirements are also directly applicable to the independent contractors, agents and other “business associates” of covered entities that create, receive, maintain or transmit PHI in connection with providing services to covered entities. Although Cardio is a covered entity under HIPAA, Cardio is also a business associate of other covered entities when Cardio is working on behalf of Cardio’s affiliated medical groups.

Violations of HIPAA may result in civil and criminal penalties. The civil penalties range from $100 to $50,000 per violation, with a cap of $1.5 million per year for violations of the same standard during the same calendar year. However, a single breach incident can result in violations of multiple standards. Cardio must also comply with HIPAA’s breach notification rule. Under the breach notification rule, covered entities must notify affected individuals without unreasonable delay in the case of a breach of unsecured PHI, which may compromise the privacy, security or integrity of the PHI. In addition, notification must be provided to the HHS and the local media in cases where a breach affects more than 500 individuals. Breaches affecting fewer than 500 individuals must be reported to HHS on an annual basis. The regulations also require business associates of covered entities to notify the covered entity of breaches by the business associate.

State attorneys general also have the right to prosecute HIPAA violations committed against residents of their states. While HIPAA does not create a private right of action that would allow individuals to sue in civil court for a HIPAA violation, its standards have been used as the basis for the duty of care in state civil suits, such as those for negligence or recklessness in misusing personal information. In addition, HIPAA mandates that HHS conduct periodic compliance audits of HIPAA covered entities and their business associates for compliance. It also tasks HHS with establishing a methodology whereby harmed individuals who were the victims of breaches of unsecured PHI may receive a percentage of the Civil Monetary Penalty fine paid by the violator. In light of the HIPAA Omnibus Final Rule, recent enforcement activity, and statements from HHS, Cardio expects increased federal and state HIPAA privacy and security enforcement efforts.

HIPAA also required HHS to adopt national standards establishing electronic transaction standards that all healthcare providers must use when submitting or receiving certain healthcare transactions electronically. On January 16, 2009, HHS released the final rule mandating that everyone covered by HIPAA must implement ICD-10 for medical coding on October 1, 2013, which was subsequently extended to October 1, 2015 and is now in effect.

Many states in which Cardio operates and in which Cardio’s patients reside also have laws that protect the privacy and security of sensitive and personal information, including health information. These laws may be similar to or even more protective than HIPAA and other federal privacy laws. For example, the laws of the State of California, in which Cardio operates, are more restrictive than HIPAA. Where state laws are more protective than HIPAA, Cardio must comply with the state laws Cardio is subject to, in addition to HIPAA. In certain cases, it may be necessary to modify Cardio’s planned operations and procedures to comply with these more stringent state laws. Not only may some of these state laws impose fines and penalties upon violators, but also some, unlike HIPAA, may afford private rights of action to individuals who believe their personal information has been misused. In addition, state laws are changing rapidly, and there is discussion of a new federal privacy law or federal breach notification law, to which Cardio may be subject.

In addition to HIPAA, state health information privacy and state health information privacy laws, Cardio may be subject to other state and federal privacy laws, including laws that prohibit unfair privacy and security practices and deceptive statements about privacy and security and laws that place specific requirements on certain types of activities, such as data security and texting.

In recent years, there have been a number of well-publicized data breaches involving the improper use and disclosure of PII and PHI. Many states have responded to these incidents by enacting laws requiring holders of personal information to maintain safeguards and to take certain actions in response to a data breach, such as providing prompt notification of the breach to affected individuals and state officials. In addition, under HIPAA and pursuant to the related contracts that Cardio enters into with Cardio’s business associates, Cardio must report breaches of unsecured PHI to Cardio’s contractual partners following discovery of the breach. Notification must also be made in certain circumstances to affected individuals, federal authorities and others.

Various states have enacted laws governing the privacy of personal information collected and used by businesses online. For example, California adopted the California Consumer Privacy Act of 2018 (“CCPA”), which went into effect on January 1, 2020 and was recently amended by the California Privacy Rights Act of 2020 which significantly modified the CCPA in ways that affect businesses. This law, in part, requires that companies make certain disclosures to consumers via their privacy policies, or otherwise at the time the personal data is collected. Cardio will have to determine what personal data it is collecting from individuals and for what purposes, and to update its privacy policy every 12 months to make the required disclosures, among other things.

Prior Relationships of Cardio with I-On Digital Corp. and Boustead Securities, LLC

Cardio previously entered into an Agreement and Plan of Merger and Reorganization (as amended, the “I-On Merger Agreement”) on April 27, 2021, the parties to which were I-On Digital Corp., a Delaware corporation (“I-On”), CDI Acquisition Corp., a Delaware corporation created for purposes of the proposed transaction and a wholly-owned subsidiary of I-On (“CDI Acquisition”), Cardio and the Cardio stockholders. Under the terms of the I-On Merger Agreement, CDI Acquisition would merge with Cardio, and Cardio would be the surviving corporation in a “reverse merger” transaction. The I-On Merger Agreement was amended to extend the period under which the Parties could consummate the merger on August 29, 2021, October 11, 2021 and December 28, 2021. Cardio terminated the Merger Agreement on April 20, 2022.

In connection with the termination of the Merger Agreement, Cardio also terminated (i) an Escrow Agreement, dated February 26, 2021 (the “Escrow Agreement”), by and among Jae Cheol Oh, as representative of certain sellers of shares of common stock of I-On, Meeshanthini Dogan (the “Purchasers Representative”), as representative for the purchasers of the shares of common stock of I-On, and McCarter & English, LLP (the “Escrow Agent”), and (ii) a Placement Agent and Advisory Services Agreement (the “Placement Agent Agreement”), dated April 12, 2021, between Cardio and Boustead Securities, LLC (“Boustead Securities”).

Under the Escrow Agreement, in connection with the proposed acquisition by certain affiliates of Cardio of 500,000 shares of I-On common stock at the Closing under the I-On Merger Agreement, Cardio deposited an initial down payment of $50,000 with the Escrow Agent, followed by an additional deposit of $200,000, for a total of $250,000. In terminating the Escrow Agreement, Cardio requested the return of the escrowed funds in accordance with the terms of the Escrow Agreement.

In response, Cardio was informed that I-On objected to the release of the funds from escrow. I-On took the position that the $50,000 down payment was non-refundable. In addition, Cardio had previously agreed to pay the filing fees associated with I-On’s filing of its Form 10-K for the period ending December 31, 2021. I-On would require Cardio to pay such fees or authorize the release of those funds from the deposit in connection with any release of the funds from escrow. Finally, I-On asserted that Cardio terminated the Merger Agreement for improper reasons not contemplated by the Merger Agreement and that the delays in closing the merger were primarily caused by Cardio. As a result, I-On demanded that Cardio instruct the Escrow Agent to release the entire $250,000 deposited in escrow to I-On to compensate it for the delays it alleged Cardio had caused. Cardio strongly disputed each of the allegations with respect to the release of the funds from escrow. In July 2022, the parties entered into a final settlement agreement pursuant to which the funds deposited in escrow were allocated to the parties and mutual releases were given.

Under the terminated Placement Agent Agreement, Cardio agreed to certain future rights in favor of Boustead Securities, including (i) a two-year tail period during which Boustead Securities would be entitled to compensation in the event Cardio were to close on a transaction (as defined in the Placement Agent Agreement) with any party that was introduced to Cardio by Boustead Securities; and (ii) a right of first refusal to act as Cardio’s exclusive placement agent for 24-months from the end of the term of the Placement Agent Agreement (the “right of first refusal”). Cardio has taken the position that due to Boustead Securities’ failure to perform as contemplated by the Placement Agent Agreement, these provisions purporting to provide future rights are null and void.

Boustead Securities responded to the termination of the Placement Agent Agreement by disputing Cardio’s contention that it had not performed under the Placement Agent Agreement because, among other things, Boustead Securities had never sought out prospective investors. In its response, Boustead Securities included a list of funds that they had supposedly contacted on Cardio’s behalf. While Boustead Securities’ contention appears to contradict earlier communications from Boustead Securities in which they indicated that they had not made any such contacts or introductions, Boustead Securities is currently contending that they are due success fees for two years following the termination of the Placement Agent Agreement on any transaction with any person on the list of supposed contacts or introductions. Cardio strongly disputes this position. Notwithstanding the foregoing, Cardio has not consummated any transaction, as defined, with any potential party that purportedly was a contact of Boustead Securities in connection with the Placement Agent Agreement and has no plans to do so at any time during the tail period. No legal proceedings have been instigated by either party, and Cardio believes that the final outcome will not have a material adverse impact on its financial condition.

There is no material litigation, arbitration or governmental proceeding currently pending against Cardio or any members of its management in their capacity as such.

Cardio’s corporate headquarters is located in Chicago, Illinois, which we rent as co-work space under an office service agreement for a monthly rental fee. Cardio believes that these facilities are generally suitable to meet its current needs.

As of July 25, 2022, Cardio had three full-time employees and one part-time employee. In addition, Cardio also engages contractors and consultants as needed from time to time. None of Cardio’s employees are represented by a labor union. We have not experienced any work stoppages. We believe that relations with our employees are good.

The following table sets forth certain information regarding Cardio’s executive officers and directors as of the date of this proxy statement. Cardio expects that these executive officers will continue as executive officers following the Business Combination and that the directors will constitute three of the seven directors of the combined company. See “Management of the Company Following the Business Combination.”

Warren Hosseinion has been Cardio’s Non-Executive Chairman of the Board since May 2022 and has served on Cardio’s Board since November 2020. 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 Health, Inc. (“Nutex”) (Nasdaq: NUTX), a physician-led, technology-enabled healthcare services company, positions he has held since April 2022. Dr. Hosseinion is a Co-Founder of Apollo Medical Holdings, Inc. (Nasdaq: 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 a Co-Chief Executive Officer of Apollo Medical Holdings, Inc. from December 2017 to March 2019. In 2001, Dr. Hosseinion co-founded ApolloMed. Dr. 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.

Meeshanthini Dogan has served as Cardio’s Chief Executive Officer and a director since inception. Together with Dr. Philibert, she is the Co-Founder of 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 Cardio Diagnostics to help prevent others from experiencing its devastating impacts. Dr. Dogan 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). In 2017, Dr. Dogan founded Cardio Diagnostics 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, the company 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. Dr. 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 Cardio’s Chief Medical Officer and as a director since inception. Together with Dr. Dogan, he is a co-founder of Cardio. Dr. Philibert graduated from the University of Iowa Medical Scientist Training Program and completed a residency in Psychiatry at the University of Iowa. Between 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 Cardio’s Chief Financial Officer since March 2021. In March 2021, 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. At Nutex Ms. Luqman continues to be responsible for preparing its SEC filings and overseeing compliance requirements. Ms. 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. (“IGMB”) as Chief Financial Officer and General Counsel. Ms. 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. Ms. Luqman received a BA degree, a JD in Law, and an MBA Degree in Finance from Hofstra University. Ms. Luqman is a member of the bar in New York and New Jersey.

Timur Dogan has served as Cardio’s Chief Technology Officer since May 2022. He has been employed by Cardio since August 2019, after obtaining his Ph.D., and was serving as its Senior Data Scientist until he was promoted to CTO. Dr. Dogan was instrumental in developing and advancing the Integrated Genetic-Epigenetic Engine™ that is at the core of Cardio Diagnostics’ 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. and Ph.D. 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 Cardio’s Vice President of Revenue and Strategy since May 2022. In July 2020, Ms. Abdullahi began working with 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. Ms. 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. Ms. Abdullahi holds a BA in Philosophy from Carleton College and a Juris Doctor from the University of Minnesota Law School.

Other than Meeshanthini Dogan and Timur Dogan, who are wife and husband, there are no family relationships among Cardio’s executive officers and directors.

During the past ten years, none of Cardio’s directors or executive officers have been the subject of the following events:

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 will be effective upon Closing of the Business Combination. Other than with respect to Ms. Abdullahi, Cardio does not currently have a currently-effective employment agreement or other formal agreement with Dr. Dogan or any of its other executive officers. See “Management of the Company After the Business Combination” for information concerning employment agreements between the Company and its executive officers that will take effect following completion of the Business Combination.

The following table presents information regarding the total compensation awarded to, earned by, and paid to the named executive officer of Cardio for services rendered to Cardio in all capacities for the years indicated. Cardio paid no compensation to its executive officers in 2020, and no executive officer received compensation over $100,000 in 2021.

Outstanding Equity Awards at 2021 Fiscal Year-End for Executive Officers of Cardio

Cardio did not make any equity awards in 2020 or 2021. It adopted its equity incentive plan in 2022 and made its first grants tin May 2022.

During 2021, 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.

Following completion of the Business Combination, the Compensation Committee of the new board will determine the type and level of compensation, if any, for those persons serving as members of the Board of Directors.

As 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. Philibert’s 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 August 2019. In 2021, he was paid $37,500 in salary and an additional $4,765 in benefits.

In May 2022, Cardio granted 511,843 stock options to its executive officers and directors. The options fully vest upon the merger with a publicly traded entity and have an exercise price of $13.35 per share with an expiration date of May 6, 2032. If the proposed Business Combination is consummated, all outstanding options will vest and become immediately exercisable.

The following tables show selected historical consolidated financial data of Cardio for the periods ended and as of the dates indicated. The selected historical consolidated statements of operations data of Cardio for the years ended December 31, 2020 and 2021 and the historical consolidated balance sheet data at December 31, 2020 and 2021 are derived from Cardio’s audited consolidated financial statements included elsewhere in this proxy statement. The selected historical consolidated statements of operations data of Cardio for the six months ended June 30, 2022 and the historical consolidated balance sheet data at June 30, 2022 are derived from Cardio’s unaudited interim consolidated financial statements included elsewhere in this proxy statement. In the opinion of Cardio’s Management, the unaudited interim consolidated financial statements include all adjustments necessary to state fairly Cardio’s financial position at June 30, 2022 and the results of operations for the six months ended June 30, 2022.

The financial information contained in this section relates to Cardio, prior to and without giving pro forma effect to the impact of the Business Combination. The results reflected in this section may not be indicative of the results of the post-combination company going forward. See “Unaudited Pro Forma Combined Financial Information.”

The following selected historical consolidated financial information should be read together with the consolidated financial statements and accompanying notes and “Cardio Management’s Discussion and Analysis of Financial Condition and Results of Operations” appearing elsewhere in this proxy statement. The selected historical financial information in this section is not intended to replace Cardio’s consolidated financial statements and the related notes. Cardio’s historical results are not necessarily indicative of the results that may be expected in the future, and Cardio’s results for the six months ended June 30, 2022 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2022 or any other period.

Cardio is providing the following selected historical financial information to assist you in your analysis of the financial aspects of the Business Combination.

The following table sets forth the historical comparative share information for Cardio and MANA on a stand-alone basis and the unaudited pro forma combined per share information after giving effect to the Business Combination, (1) assuming no MANA stockholders exercise redemption rights with respect to their common stock upon the consummation of the Business Combination; and (2) assuming that MANA stockholders exercise their redemption rights with respect to a maximum of 5,999,999 shares of common stock upon consummation of the Business Combination such that there is at least $5,000,001 in the Trust Account upon the consummation of the Business Combination; and in each instance assuming (w) Cardio has Closing Net Debt of $0; (x) there are approximately 1,692,206 Cardio options and 2,231,552 Cardio warrants outstanding upon the consummation of the Business Combination, and (y) the conversion of the outstanding MANA Rights into an aggregate of 928,571 MANA Shares.

The historical information should be read in conjunction with the information in the sections entitled “Selected Historical Financial Information of MANA” and “Selected Historical Consolidated Financial and Other Data of Cardio” and the historical financial statements of MANA and Cardio included elsewhere in this proxy statement. The unaudited pro forma condensed combined per share information is derived from, and should be read in conjunction with, the information contained in the section of this proxy statement entitled “Unaudited Pro Forma Combined Financial Information.”

The unaudited pro forma combined share information below does not purport to represent what the actual results of operations or the earnings per share would have been had the companies been combined during the periods presented, nor to project the Company’s results of operations or earnings per share for any future date or period. The unaudited pro forma combined stockholders’ equity per share information below does not purport to represent what the value of MANA and Cardio would have been had the companies been combined during the periods presented. Except for per share data and as otherwise indicated, all dollar amounts set out herein are in thousands.

(a) Book value per share is calculated using the formula: Total stockholder’s equity divided by shares outstanding.

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

You should read the following discussion and analysis of our financial condition and results of operations together with the “Selected Historical Financial Information for Cardio,” our audited consolidated financial statements as of and for the years ended December 31, 2020 and 2021 and the related notes, and our unaudited interim consolidated financial statements as of and for the three and six months ended June 30, 2021 and 2022 and the related notes included elsewhere in this proxy statement. Some of the information contained in this discussion and analysis contains forward-looking statements that reflect our plans, estimates, objectives, and beliefs. You should read the sections titled “Risk Factors” and “Special Note Regarding Forward-Looking Statements” for a discussion of important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements. Throughout this section, unless otherwise noted, Cardio refers to Cardio and its consolidated subsidiary. Unless the context requires otherwise, references to “we,” “us” and “our” in this section are to the business and operations of Cardio prior to the Business Combination.

On May 27, 2022, Cardio and MANA executed a definitive Merger Agreement. In connection with the proposed Business Combination, MANA will be renamed to Cardio Diagnostics Holdings, Inc., and Cardio Diagnostics, Inc. will become a wholly-owned subsidiary of Cardio Diagnostics Holdings, Inc. Upon the completion of the proposed Business Combination transaction, our stockholders will exchange their interests in Cardio for shares of common stock of the newly-combined company and awards issued under our existing equity incentive plans will be exchanged for awards issued under a new equity incentive plan to be adopted by the newly-combined company. In addition, the parties have also agreed to cooperate and use their best efforts to consummate a PIPE Investment of at least $3 million as soon as reasonably practicable after closing of the Business Combination. The Combined Company will continue to operate under the Cardio Management team. The boards of directors of both MANA and Cardio have approved the proposed transaction. Completion of the transaction, which is expected in the third or fourth quarter of 2022, is subject to approval of MANA’s stockholders and the satisfaction or waiver of certain other customary closing conditions.

While the legal acquirer in the Merger Agreement is MANA, for financial accounting and reporting purposes under GAAP, Cardio will be the accounting acquirer and the Business Combination will be accounted for as a “reverse recapitalization.” A reverse recapitalization does not result in a new basis of accounting, and the financial statements of the combined entity represent the continuation of the financial statements of Cardio in many respects. Under this method of accounting, MANA will be treated as the “acquired” company for financial reporting purposes. For accounting purposes, Cardio will be deemed to be the accounting acquirer in the transaction and, consequently, the transaction will be treated as a recapitalization of Cardio (i.e., a capital transaction involving the issuance of stock by MANA for the stock of Cardio). Accordingly, the consolidated assets, liabilities and results of operations of Cardio will become the historical financial statements of the newly-combined company, and MANA’s assets, liabilities and results of operations will be consolidated with Cardio beginning on the acquisition date. Operations prior to the Business Combination will be presented as those of Cardio in future reports. The net assets of MANA will be recognized at historical cost (which is expected to be consistent with carrying value), with no goodwill or other intangible assets recorded.

Cardio was founded in 2017 in Coralville, Iowa, by Meeshanthini (Meesha) Dogan, PhD, and Robert (Rob) Philibert, MD PhD (the “Founders”). It was formed in January 2017 as an Iowa limited liability company and was subsequently incorporated as a Delaware C-Corp in September 2019. Cardio Diagnostics, LLC is a wholly-owned subsidiary of Cardio Diagnostics, Inc. and are collectively referred to herein as “Cardio.”

Cardio was formed to further develop and commercialize a series of products for major types of cardiovascular disease and associated co-morbidities, including coronary heart disease (CHD), stroke, heart failure and diabetes, by leveraging our Artificial Intelligence (“AI”)-driven Integrated Genetic-Epigenetic Engine™. As a company, we aspire to give every American adult insight into their unique risk for various cardiovascular diseases. Cardio aims to become one of the leading medical technology companies for enabling improved prevention, early detection and treatment of cardiovascular disease. Cardio is transforming the approach to cardiovascular disease from reactive to proactive and hope to accelerate the adoption of Precision Medicine for all. We believe that incorporating Cardio’s solutions into routine practice in primary care and prevention efforts can help alter the trajectory that nearly one in two Americans is expected to develop some form of cardiovascular disease by 2035.

Cardio’s ongoing strategy for expanding its business operations includes the following:

Comparison of the Three Month Periods Ended June 30, 2021 and June 30, 2022

Cardio’s net loss attributable for the three months ended June 30, 2022 was $841,998 as compared to $95,454 for the three months ended June 30, 2021, an increase of $746,544.

Expenses related to sales and marketing for the three months ended June 30, 2022 were $26,806 as compared to $7,004 for the three months ended June 30, 2021, an increase of $19,802. The overall increase was due to an increase in sales and marketing related to the launching of our first product, Epi+Gen CHD™ in January 2021.

Research and development expense for three months ended June 30, 2022, was $5,041 as compared to $0 for the three months ended June 30, 2021, an increase of $5,041. The increase was attributable to laboratory runs performed in the 2022 period, whereas no laboratory runs were performed in the corresponding period in 2021.

General and administrative expenses for the three months ended June 30, 2022, were $751,117 as compared to $84,450 for the three months ended June 30, 2021, an increase of $666,667. The overall increase is primarily due to an increase in personnel and legal and accounting expenses related to financing and merger transactional activity.

Amortization expense for the three months ended June 30, 2022 was $4,000 as compared to $4000 for the three months ended June 30, 2021. The total amortization expense includes the amortization of intangible assets.

Other expense for the three months ended June 30, 2022, was $55,034. This amount was attributable to acquisition-related expenses incurred in 2022, while there was no activity in the corresponding 2021 period related to possible acquisitions.

The following table summarizes Cardio’s consolidated results of operations for the six month periods ended June 30, 2021 and 2022, respectively:

Cardio’s net loss attributable for the six months ended June 30, 2022 was $1,132,053 as compared to $235,726 for the six months ended June 30, 2021, an increase of $896,327.

Expenses related to sales and marketing for the six months ended June 30, 2022 were $49,204 as compared to $20,274 for the six months ended June 30, 2021, an increase of $28,930. The overall increase was due to an increase in sales and marketing related to the launching of our first product, Epi+Gen CHD™ in January 2021.

Research and development expense for six months ended June 30, 2022 was $6,171 as compared to $0 for the six months ended June 30, 2021, an increase of $6,171. The increase was attributable to laboratory runs performed in the 2022 period, whereas no laboratory runs were performed in the corresponding period in 2021.

General and administrative expenses for the six months ended June 30, 2022 were $956,144 as compared to $207,452 for the six months ended June 30, 2021, an increase of $748,692. The overall increase is primarily due to an increase in personnel and legal and accounting expenses related to financing and merger transactional activity.

Amortization expense for the six months ended June 30, 2022 was $8,000 as compared to $8,000 for the six months ended June 30, 2021. The total amortization expense includes the amortization of intangible assets.

Other expense for the six months ended June 30, 2022 was $112,534. This amount was attributable to financing and acquisition-related expenses incurred in 2022, while there was no activity in the corresponding 2021 period related to possible acquisitions.

The following table summarizes Cardio’s consolidated results of operations for the years ended December 31, 2020 and 2021, respectively:

The net loss attributable to Cardio for the year ended December 31, 2021 was $620,448 as compared to $605,164 for the year ended December 31, 2020, an increase of $ 15,284.

Expenses related to sales and marketing for the year ended December 31, 2021 were $103,318 as compared to $5,476 for the year ended December 31, 2020, an increase of $97,842. The overall increase was due to the sales and marketing related to the launching of our first product, Epi+Gen CHD^TMin January 2021.

Research and development expense for the year ended December 31, 2021 was $31,468 as compared to $1,500 for the year ended December 31, 2020. The increase was attributable to laboratory runs performed.

General and administrative expenses for the year ended December 31, 2021, were $470,563 as compared to $591,521 for the year ended December 31, 2020, a decrease of $120,958. The overall decrease is primarily due to a shift in consulting expenses to sales and marketing and research and development.

Amortization expense for the year ended December 31, 2021 was $16,000 as compared to $10,667 for the year ended December 31, 2020. The total amortization expense includes the amortization of intangible assets.

Since Cardio’s inception, we have financed our operations almost exclusively with the proceeds from outside invested capital. The Company has had, and expects that it will continue to have, an ongoing need to raise additional cash from outside sources to fund its operations and expand its business. If we are unable to raise additional capital when desired, our business, financial condition and results of operations would be harmed. Successful transition to attaining profitable operations depends upon achieving a level of revenue adequate to support the combined companies.

We expect that working capital requirements will continue to be funded through a combination of its existing funds and further issuances of securities. Working capital requirements are expected to increase in line with the growth of the business. Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund operations over the next 12 months. Cardio has no lines of credit or other bank financing arrangements. We have financed operations to date through the proceeds of private placements of equity and debt instruments. In connection with our business plan, Management anticipates additional increases in operating expenses and capital expenditures relating to: (i) developmental expenses associated with a start-up business and (ii) marketing expenses. Cardio intends to finance these expenses with further issuances of securities and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to current stockholders. Further, such securities might have rights, preferences or privileges senior to common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, the Company may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict business operations.

Cash at June 30, 2022 totaled $9,660,026 as compared to $512,767 at December 31, 2021, an increase of $9,147,259.

Cash used in operating activities for the six months ended June 30, 2022, was $580,862, as compared to $184,729 for the six months ended June 30, 2021. The cash used in operations during the six months ended June 30, 2022, is a function of net loss of $1,132,053, adjusted for the following non-cash operating items: amortization of $8,000 and $112,534 in acquisition related expense, offset by an increase of $69,089 in prepaid expenses and other current assets, an increase in deposits of $4,950 and an increase of $503,795 in accounts payable and accrued expenses.

Cash used in investing activities for the six months ended June 30, 2022, was $38,606 compared to $273,828 for the six months ended June 30, 2021. The cash used in investing activities for the six months ended June 30, 2022 was due to patent costs incurred.

Cash provided by financing activities for the six months ended June 30, 2022, was $9,766,727 as compared to $280,000 for the six months ended June 30, 2021. This change was due to $10,863,036 in proceeds from the sale of common stock, offset by $1,096,309 in placement agent fees, during the six months ended June 30, 2022.

Subsequent to June 30, 2022, Cardio completed a private placement of units consisting of one share of common stock and one-half warrant to purchase an additional share of common stock. In this financing, Cardio sold an aggregate of 30,532 units to accredited investors at $21.29 per unit for gross proceeds of $650,000. Additionally, Cardio paid the placement agent $75,000 in cash and issued 9,160 warrants.

Cash at December 31, 2021 totaled $512,767 as compared to $237,087 at December 31, 2020, an increase of $275,680.

Cash used in operating activities for the year ended December 31, 2021 was $585,291, as compared to cash provided by operating activities of $25,859 for the year ended December 31, 2020. The cash used in operations during the year ended December 31, 2021 is a function of net loss of $620,448, adjusted for the following non-cash operating items: amortization of $16,000, stock based compensation of $60,000, offset by an increase of $31,009 in prepaid expenses and other current assets, and an increase of$901 in accounts receivable, and a decrease of $5,654 in accounts payable and accrued expenses.

Cash used in investing activities for the year ended December 31, 2021 was $364,029 as compared to $29,910 for the year ended December 31, 2020. This change was primarily due to $250,000 deposit for acquisition and $114,029 in patent costs incurred.

Cash provided by financing activities for the year ended December 31, 2021 was $1,225,000 as compared to $240,000 for the year ended December 31, 2020. This change was primarily due to $1,225,000 in proceeds from the sale of common stock.

The consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has not generated significant revenue since inception and has an accumulated deficit of $1,330,561 at December 31, 2021. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for the next 12 months from the date that the financial statements are issued. Management’s plans and assessment of the probability that such plans will mitigate and alleviate any substantial doubt about the Company’s ability to continue as a going concern, is dependent upon the ability to attain funding to secure additional resources to generate sufficient revenues and increased margin, which without these represent the principal conditions that raise substantial doubt about our ability to continue as a going concern.

As a result of the spread of the COVID-19 coronavirus, economic uncertainties have arisen which are likely to negatively impact operations. Other financial impact could occur though such potential impact is unknown at this time. A pandemic typically results in social distancing, travel bans and quarantine, and this may limit access to our facilities, customers, management, support staff and professional advisors. These factors, in turn, may not only impact our operations, financial condition and demand for our goods and services but our overall ability to react timely to mitigate the impact of this event.

The Company has no lines of credit or other bank financing arrangements. The Company has financed operations to date through the proceeds of a private placement of equity and debt instruments. In connection with the Company’s business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) developmental expenses associated with a start-up business and (ii) marketing expenses. The Company intends to finance these expenses with further issuances of securities, and debt issuances. Thereafter, the Company expects it will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to current stockholders. Further, such securities might have rights, preferences or privileges senior to common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, the Company may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict business operations.

The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

The following summarizes Cardio’s contractual obligations as of June 30, 2022 and the effects that such obligations are expected to have on its liquidity and cash flows in future periods:

On April 14, 2021, the Company deposited $250,000 with an escrow agent in connection with a planned business acquisition. The Company subsequently decided to terminate the acquisition and entered a settlement agreement with the counterparty. The Company recorded expenses of $112,534 in connection with the termination, and the balance of the amount held in escrow was returned to the Company.

The Company reimburses Behavioral Diagnostic, LLC (“BDLLC”), a company owned by its Chief Medical Officer for salaries of the Company’s CEO and its senior data scientist, who is the husband of the CEO. Payments to BDLLC for salaries totaled $83,767 and $0 for the six months ended June 30, 2021 and 2022, respectively.

The following summarizes CDI’s contractual obligations as of December 31, 2021 and the effects that such obligations are expected to have on CDIs liquidity and cash flows in future periods:

Stock to be issued consists of Simple Agreements for Future Equity (“SAFE”) issued to accredited investors with balances of $0 and $346,471 at December 31, 2021 and 2020, respectively. Each SAFE is convertible upon the occurrence of certain events as follows:

Equity Financing: If there is an equity financing before the termination of the SAFE, on the initial closing of such equity financing, the SAFE will automatically convert into the number of SAFE preferred stock equal to the purchase amount divided by the discount price. The discount price is the lowest price per share of the standard preferred stock sold in the equity financing multiplied by the discount rate of 85%.

Liquidity Event: If a liquidity event occurs before the termination of the SAFE, the SAFE will automatically be entitled to receive a portion of the proceeds due and payable to the investor immediately prior to, or concurrent with the consummation of such liquidity event, equal to the greater of (i) the purchase amount (the “Cash-out Amount”) or (ii) the amount payable on the number of shares of common stock equal to the purchase amount divided by the liquidity price (“the Conversion Amount”).

Dissolution Event: If there is a dissolution event before the termination of the SAFE, the investor will automatically be entitled to receive a portion of proceeds equal to the Cash-out Amount, due and payable to the investor immediately prior to the consummation of the dissolution event.

Each SAFE will automatically terminate immediately following the earliest of (i) the issuance of capital stock to the investor pursuant to the automatic conversion of the SAFE pursuant to an equity financing, or (ii) the payment, or setting aside for payment of amounts due the investor pursuant to a liquidity event or dissolution event.

Included in convertible notes payable are notes payable due to related parties of $221,471 and $0 as of December 31, 2020 and 2021, respectively.

The Company reimburses Behavioral Diagnostic, LLC (“BDLLC”), a company owned by its Chief Medical Officer for salaries of the Company’s CEO and its senior data scientist, who is the husband of the CEO. Payments to BDLLC for salaries totaled $116,105 and $79,920 for the years ended December 31, 2020 and 2021, respectively.

Research and development laboratory runs are performed on a fee-for-service basis at the Chief Medical Officer’s academic laboratory at the University of Iowa. Payments for these services totaled $1,500 and $0 for the years ended December 31, 2020 and 2021, respectively.

Cardio’s consolidated financial statements are prepared in accordance with GAAP in the United States. The preparation of its consolidated financial statements and related disclosures requires it to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue, costs and expenses, and the disclosure of contingent assets and liabilities in Cardio’s financial statements. Cardio bases its estimates on historical experience, known trends and events and various other factors that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. CDI evaluates its estimates and assumptions on an ongoing basis. Cardio’s actual results may differ from these estimates under different assumptions or conditions.

While Cardio’s significant accounting policies are described in more detail in Note 2 to its consolidated financial statements, Cardio believes that the following accounting policies are those most critical to the judgments and estimates used in the preparation of its consolidated financial statements.

The consolidated financial statements include the accounts of the Company and its wholly owned-subsidiary, Cardio Diagnostics, LLC. All intercompany accounts and transactions have been eliminated.

The preparation of financial statements in conformity with generally accepted accounting principles requires 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 consolidated financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.

The Company adopted the provisions of ASC Topic 820, Fair Value Measurements and Disclosures, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements.

The estimated fair value of certain financial instruments, including cash and cash equivalents, accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The carrying amounts of our short- and long-term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates taken together with other features such as concurrent issuances of warrants and/or embedded conversion options, are comparable to rates of returns for instruments of similar credit risk.

ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:

Level 2 – quoted prices for similar assets and liabilities in active markets or inputs that are observable

Level 3 – inputs that are unobservable (for example cash flow modeling inputs based on assumptions)

The Company will host its product, Epi+Gen CHD™ on InTeleLab’s Elicity platform (the “Lab”). The Lab collects payments from patients upon completion of eligibility screening. Patients then send their samples to MOgene, a high complexity CLIA lab, which perform the biomarker assessments. Upon receipt of the raw biomarker data from MOgene, the Company performs all quality control, analytical assessments and report generation and shares test reports with the Elicity healthcare provider via the Elicity platform. Revenue is recognized upon receipt of payments from the Lab for each test at the end of each month.

The Company will account for revenue under (“ASU”) 2014-09, “Revenue from Contracts with Customers (Topic 606)”, using the modified retrospective method. The modified retrospective adoption used by the Company did not result in a material cumulative effect adjustment to the opening balance of accumulated deficit.

The Company determines the measurement of revenue and the timing of revenue recognition utilizing the following core principles:

4. Allocating the transaction price to the performance obligations in the contract; and

5. Recognizing revenue when (or as) the Company satisfies its performance obligations.

Cardio accounts for patents in accordance with ASC 350-30, General Intangibles Other than Goodwill. The Company capitalizes patent costs representing legal fees associated with filing patent applications and amortize them on a straight-line basis. The Company are in the process of evaluating its patents' estimated useful life and will begin amortizing the patents when they are brought to the market or otherwise commercialized.

Cardio accounts for its stock-based awards granted under its employee compensation plan in accordance with ASC Topic No. 718-20, Awards Classified as Equity, which requires the measurement of compensation expense for all share-based compensation granted to employees and non-employee directors at fair value on the date of grant and recognition of compensation expense over the related service period for awards expected to vest. The Company uses the Black-Scholes option pricing model to estimate the fair value of its stock options and warrants. The Black-Scholes option pricing model requires the input of highly subjective assumptions including the expected stock price volatility of the Company’s common stock, the risk free interest rate at the date of grant, the expected vesting term of the grant, expected dividends, and an assumption related to forfeitures of such grants. Changes in these subjective input assumptions can materially affect the fair value estimate of the Company’s stock options and warrants.

Defined terms included below have the same meaning as terms defined and included elsewhere in this proxy statement.

We are providing the following unaudited pro forma condensed combined financial information to aid you in your analysis of the financial aspects of the Merger. The unaudited pro forma condensed combined financial information should be read in conjunction with the accompanying notes.

The unaudited pro forma condensed combined balance sheet as of June 30, 2022 combines the historical unaudited balance sheet of MANA as of June 30, 2022 with the historical unaudited consolidated balance sheet of Cardio as of June 30, 2022, giving effect to the Merger as if it had been consummated on that date.

The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2022 combines the historical unaudited statement of operations of MANA through June 30, 2022 with the historical unaudited consolidated statement of operations of Cardio for the six months ended June 30, 2022. The unaudited pro forma condensed combined statement of operations for the fiscal year ended December 31, 2021 combines the historical unaudited statement of operations of MANA for the fiscal year ended December 31, 2021 with the historical unaudited consolidated statement of operations of Cardio for the fiscal year ended December 31, 2021. The unaudited pro forma statements of operations give effect to the Merger as if it had been consummated on January 1, 2021.

The unaudited pro forma condensed combined financial information was derived from and should be read in conjunction with the following historical financial statements and the accompanying notes, which are included elsewhere in this proxy statement:

● The historical unaudited financial statements of MANA for as of and for the six months ended June 30, 2022 and the historical audited financial statements of MANA as of and for the fiscal year ended December 31, 2021.

● The historical unaudited consolidated financial statements of Cardio as of and for the six months ended June 30, 2022, and the historical audited consolidated financial statements of Cardio as of and for the fiscal year ended December 31, 2021.

The foregoing historical financial statements have been prepared in accordance with GAAP.

The unaudited pro forma condensed combined financial information should also be read together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Mana” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Cardio,” and other financial information included elsewhere in this proxy statement.

Upon the terms and subject to the conditions set forth in Article IX of the Merger Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”).

On May 27, 2022, MANA entered into the Merger Agreement with Parent, Merger Sub, Cardio, and the other parties thereto, a copy of which is attached to this proxy statement as Annex A whereby, among other things, Merger Sub will merge with and into Cardio, with Cardio surviving the merger as a wholly-owned subsidiary of MANA.

Pursuant to the Merger Agreement, in considerations of the transactions set forth above, Cardio equity holders will be entitled to receive Common Stock, of Cardio as set forth in the Merger Agreement and as further described in this as set forth in the Merger Agreement and as further described in this proxy statement.

The aggregate Merger Consideration issuable to Cardio equity holders at Closing will be 10,289,809 shares of Common Stock at a deemed value of $10.00 per share for an aggregate Merger Consideration of $102,898,089.

Under any of the redemption scenarios, we anticipate that the Merger will be accounted for akin to a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with GAAP. We anticipate that the Merger will not be treated as a change in control of Cardio, as Cardio controls (x) Cardio through its rights to nominate the majority of the members of the board of directors of Cardio under Cardio’s existing by-laws and (y) Parent through its control of the board of directors of Parent and, pursuant to Section 2.5 of the Merger Agreement, such board’s right prior to Closing to nominate the Cardio Nominees. Pursuant to Section 2.5 of the Merger Agreement, we also anticipate that one of the Cardio Nominees will serve as the chairman of the Parent Board of Directors effective upon the Closing and that all Cardio Nominees will continue to control and serve on the Parent Board of Directors until at least the 2023 annual shareholder meeting of Parent. Under the guidance in ASC 805 for transactions between entities under common control, the assets, liabilities, and noncontrolling interests of Cardio and Mana are recognized at their carrying amounts on the date of the Merger.

Under this method of accounting, MANA will be treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Merger will be treated as the equivalent of Cardio issuing stock for the net assets of MANA, accompanied by a recapitalization. The net assets of MANA will be stated at their historical value within the pro forma financial information with no goodwill or other intangible assets recorded.

The historical financial information has been adjusted to give pro forma effect to the transaction accounting required for the Merger and the Cardio Equity Raise. The adjustments in the unaudited pro forma condensed combined financial information have been identified and presented to provide relevant information necessary for an accurate understanding of the combined entity upon the Closing.

The unaudited pro forma condensed combined financial information is for illustrative purposes only and do not necessarily reflect what the Parent’s financial condition or results of operations would have been had the Merger occurred on the dates indicated. Further, the unaudited pro forma condensed combined financial information also may not be useful in predicting the future financial condition and results of operations of Parent. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. The unaudited pro forma adjustments represent management’s estimates based on information available as of the date of these unaudited pro forma condensed combined financial statements and are subject to change as additional information becomes available and analyses are performed. MANA and Cardio have not had any historical relationship prior to the Mergers. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

The unaudited pro forma condensed combined financial information has been prepared assuming two alternative levels of redemptions of MANA Shares into cash:

This presentation assumes that no holders of MANA Common Shares exercise their redemption rights upon the Closing.

This presentation assumes the redemption of 5,999,999 MANA Shares, at a per share redemption price of $10.00, inclusive of interest earned on the Trust Account, resulting in a total aggregate redemption of $59,999,990 million from the Trust Account, such that after redemptions the Trust Account will be at least $5,000,001.

If the actual facts are different than these assumptions, then the amounts and shares outstanding in the unaudited pro forma condensed combined financial information will be different. For more information regarding the underlying assumptions to the No Redemption Scenario and Maximum Redemption Scenario, see the section titled “Voting Power and Implied Ownership of Parent Upon Consummation of the Business Combination.”

UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED BALANCE SHEET
AS OF JUNE 30, 2022

See accompanying notes to the unaudited pro forma condensed consolidated financial information.

UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED STATEMENTS OF OPERATIONS SIX MONTHS ENDED JUNE 30, 2022

See accompanying notes to the unaudited pro forma condensed consolidated financial information.

UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2021

See accompanying notes to the unaudited pro forma condensed consolidated financial information

The pro forma adjustments have been prepared as if the Merger had been consummated on June 30, 2022, in the case of the unaudited pro forma condensed combined balance sheet, and as if the Merger had been consummated on January 1, 2021, in the case of the unaudited pro forma condensed combined statement of operations, as this is the beginning of the earliest period presented in the unaudited pro forma condensed combined statements of operations.

The unaudited pro forma condensed combined financial information has been prepared assuming the following methods of accounting in accordance with GAAP.

The Merger will be accounted for as a common control transaction, with no goodwill or other intangible assets recorded, in accordance with GAAP. As the Merger represents a common control transaction from an accounting perspective, the Merger will be treated similar to a reverse recapitalization. Cardio has been determined to be the predecessor to the combined entity.

Under this method of accounting, MANA will be treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Merger will be treated as the equivalent of Cardio issuing stock for the net assets of MANA, accompanied by a recapitalization. The net assets of MANA will be stated at their historical value within the pro formas with no goodwill or other intangible assets recorded.

The pro forma adjustments represent management’s estimates based on information available as of the date of this proxy statement and are subject to change as additional information becomes available and additional analyses are performed. Management considers this basis of presentation to be reasonable under the circumstances.

The unaudited pro forma condensed combined financial information does not give effect to any tax impacts associated with the pro forma adjustments.

2. Adjustments and Assumptions to the Unaudited Pro Forma Condensed Consolidated Combined Balance Sheet

The adjustments included in the unaudited pro forma condensed consolidated combined balance sheet as of June 30, 2022 are as follows:

(a) Reflects the cancellation of Cardio equity holders 1.9 million shares of Common Stock issued and outstanding immediately prior to the merger.

(b) Represents issuance of 10,289,809 shares of Parent Common Stock to existing Cardio equity holders.

(c) Reflects the reclassification of cash held in short-term investments that become available in conjunction with the Merger.

(d) Reflects the reclassification of 6.5 million of MANA Shares subject to possible redemption.

(e) Represents the pro forma adjustment to record the redemption of 6 million shares of common stock given a maximum redemption scenario, at an assumed redemption price of $10.00 per share, inclusive of interest earned on funds held in the Trust Account.

(f) Represents the pro forma adjustment to record the redemption of 3.25 million shares of common stock given a 50% redemption scenario, at an assumed redemption price of $10.00 per share, inclusive of interest earned on funds held in the Trust Account.

(g) Represents the pro forma adjustment to record in MANA deferred underwriting commissions due of $1,625,000

(h) Represents the pro forma adjustment to record $1,755,000 of MANA transaction costs to be paid at the Closing of the Merger, consisting of $305,000 in legal fees and $1,450,000 in investment banking fees.

(j) Represents the issuance of 928,571 shares of Parent Common Stock to MANA conversion rights holders.

3. Adjustments and Assumptions to the Unaudited Pro Forma Condensed Combined Statement of Operations

The adjustments included in the unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2022 and for the year ended December 31, 2021 and are related to the Merger:

(aa) Pro forma basic earnings per share is computed by dividing the net income (loss) available to common stockholders by the weighted-average shares of Common stock outstanding during the period.

The following table sets forth information regarding the beneficial ownership of Cardio’s shares of common stock as of the Record Date by:

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 outstanding options as these options are not exercisable unless and until a business combination is closed. As of the Record Date, there were 1,931,450 shares of Common Stock issued and outstanding and upon which the information in the table below is based.

We qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other burdens that are otherwise applicable generally to public companies. These provisions include:

• The ability to include only two years of audited financial statements and only two years of related Management’s discussion and analysis of financial condition and results of operations disclosure; and

• An exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002.

We may take advantage of these provisions for up to five years from incorporation or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company if we have more than US$1.07 billion in annual revenue, have more than US$700 million in market value of our common shares held by non-affiliates or issue more than US$1 billion of non-convertible debt over a three-year period.

The following tables summarize the relevant financial data for MANA’s business and should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations of MANA” and its audited and unaudited interim financial statements, and the notes and schedules related thereto, which are included elsewhere in this proxy statement.

MANA’s consolidated balance sheet data as of June 30, 2022 and statement of operations data for the six months ended June 30, 2022 are derived from MANA’s unaudited financial statements included elsewhere in this proxy statement. MANA’s balance sheet data as of December 31, 2021 and statement of operations data for the period from May 19, 2021 (inception) through December 31, 2021 are derived from MANA’s audited financial statements included elsewhere in this proxy statement. The historical results presented below are not necessarily indicative of the results to be expected for any future period. You should read the following selected financial information in conjunction with MANA’s financial statements and related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operation of MANA” contained elsewhere herein.

Unless the context requires otherwise, references to the “Company,” “we,” “us,” “our,” and “Mana”, refer specifically to Mana Capital Acquisition Corp. and its consolidated subsidiaries.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this proxy statement. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties. The following discussion is based upon our unaudited Financial Statements included elsewhere in this proxy statement, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingencies. Actual results may differ from these estimates under different assumptions or conditions. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this proxy statement, and in other reports we file with the SEC, and in our most recent Annual Report on Form 10-K. All references to years relate to the fiscal year ended December 31 of the particular year.

All forward-looking statements speak only at the date of the filing of this proxy statement. The reader should not place undue reliance on these forward-looking statements. Although we believe that our plans, intentions and expectations reflected in or suggested by the forward-looking statements we make in this proxy statement are reasonable, we provide no assurance that these plans, intentions or expectations will be achieved. We disclose important factors that could cause our actual results to differ materially from our expectations under “Risk Factors” and elsewhere in this proxy statement. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf. We do not undertake any obligation to update or revise publicly any forward-looking statements except as required by law.

We were formed on May 19, 2021 for the purpose of engaging in a merger, stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination, which we refer to throughout this report as our initial business combination or our “Business Combination”, with one or more businesses or entities with one or more target businesses. Our efforts to identify a prospective target business will not be limited to a particular industry or geographic region. We intend to utilize cash derived from the proceeds of our initial public offering and contemporaneous private placement and our securities, debt or a combination of cash, securities and debt, in effecting a Business Combination.

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

• will likely cause a change in control if a substantial number of our shares of common stock are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and most likely will also result in the resignation or removal of our present officers and directors; and

• default and foreclosure on our assets if our operating revenues after a business combination are insufficient to pay our debt obligations;

• acceleration of our obligations to repay the indebtedness even if we have made all principal and interest payments when due if the debt security contains covenants that required the maintenance of certain financial ratios or reserves and we breach any such covenant without a waiver or renegotiation of that covenant;

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

• our inability to obtain additional financing, if necessary, if the debt security contains covenants restricting our ability to obtain additional financing while such security is outstanding;

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

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

We have neither engaged in any operations nor generated any revenues to date. We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a business combination will be successful.

We are an emerging growth company as defined in the JOBS Act. As an emerging growth company, we have elected to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As such, our financial statements may not be comparable to companies that comply with public company effective dates.

We have neither engaged in any operations nor generated any revenues to date. Our only activities from inception through June 30, 2022 were organizational activities, those necessary to prepare for our initial public offering, described below, and subsequently identifying a target business for a business combination, conducting due diligence on Cardio, negotiating the terms of the Merger Agreement and undertaking other activities in connection with the proposed Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. We generate non-operating income in the form of interest income on marketable securities held in the trust account with Continental Stock Transfer & Trust Company (the “Trust Account”) after the initial public offering.

For the three months ended June 30, 2022, we had a net loss of $492,651 which consisted of operating expenses of $448,577 and a provision for franchise tax of $50,000, which was offset by interest income from our operating bank account of $95 and interest income on marketable securities held in the Trust Account of $5,831.

For the six months ended June 30, 2022, we had a net loss of $715,314 which consisted of operating expenses of $625,671 and a provision for franchise tax of $100,000, which was offset by interest income in our operating bank account of $107 and interest income on marketable securities held in the Trust Account of $10,250.

We have neither engaged in any operations nor generated any revenues to date. Our only activities from inception through December 31, 2021 were organizational activities, those necessary to prepare for our initial public offering, described below, and subsequently identifying a target business for a business combination. We do not expect to generate any operating revenues until after the completion of our business combination. We generate non-operating income in the form of interest income on marketable securities held in the trust account with Continental Stock Transfer & Trust Company after the initial public offering. We are incurring expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with completing a business combination.

For the period from May 19, 2021 (date of inception) through December 31, 2021, we had a net loss of $144,837, which consisted of formation costs and operating expenses of $20,887 and a provision for income taxes of $124,434, which was partially offset by interest income on marketable securities held in the Trust Account of $484.

On November 26, 2021, we consummated the initial public offering of 6,200,000 units at a price of $10.00 per unit, generating gross proceeds of $62,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of an aggregate of 2,500,000 private warrants for a total purchase price of $2,500,000 in a private placement to our sponsor. On November 30, 2021, we sold an additional 300,000 units to the underwriter pursuant to the partial exercise of the over-allotment option at an offering price of $10.00 per unit, generating additional gross proceeds to the Company of $3,000,000, or $65,000,000 in total.

Following the initial public offering and the sale of the private placement warrants, a total of $65,000,000 was placed in the Trust Account located in the United States and we had $900,000 of cash held outside of the Trust Account, after payment of costs related to the Initial Public Offering, and available for working capital purposes. We incurred $1,697,431 in transaction costs, including $1,300,000 of underwriting fees and $397,431 of other costs.

For the six months ended June 30, 2022, cash used in operating activities was $481,038. Net loss of $715,314 was affected by interest earned on marketable securities held in the trust account of $10,250 and changes in operating assets and liabilities, which provided $481,038 of cash used in operating activities.

For the period from May 19, 2021(inception) through June 30, 2021, we incurred a net loss of $397 from formation and organization cost. Cash provided from financing activities was $34,250, which consisted of proceeds from the issuance of common stock to our sponsor of $25,000 and proceeds from a note payable of $45,000, which was offset by the payment of offering costs of $35,750.

As of June 30, 2022, we had cash and marketable securities of $65,010,733 held in the Trust Account. We may withdraw interest to pay taxes. During the period ended June 30, 2022 we did not withdraw any interest earned on the Trust Account. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete our Business Combination. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of June 30, 2022, we had cash held outside of the Trust Account of $45,587. We intend to use the funds held outside the Trust Account primarily to identify and evaluate prospective acquisition candidates, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses, review corporate documents and material agreements of prospective target businesses, select the target business to acquire and structure, negotiate and complete a Business Combination.

In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial Business Combination, our founders, officers and directors and their affiliates may, but are not obligated to, loan us funds as may be required. If we complete our initial Business Combination, we may repay such loaned amounts out of the proceeds of the Trust Account released to us. In the event that our initial Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $2,400,000 of such loans may be convertible into working capital warrants at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants issued to our initial stockholders. The terms of such loans by our founders, officers and directors and their affiliates if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of our Business Combination, we do not expect to seek loans from parties other than our founders, officers and directors and their affiliates if any, as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account.

We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. If our estimates of the costs of undertaking in-depth due diligence and negotiating an initial Business Combination is less than the actual amount necessary to do so, or we earn less interest on the funds held in the Trust Account than anticipated, we may have insufficient funds available to operate our business prior to our initial Business Combination. Moreover, we may need to obtain additional financing either to consummate our initial Business Combination or because we become obligated to redeem a significant number of our public shares upon consummation of our initial Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. We do not have a maximum debt leverage ratio or a policy with respect to how much debt we may incur. The amount of debt we will be willing to incur will depend on the facts and circumstances of the proposed Business Combination and market conditions at the time of the potential Business Combination. At this time, we are not party to any arrangement or understanding with any third party with respect to raising additional funds through the sale of our securities or the incurrence of debt. Subject to compliance with applicable securities laws, we would only consummate such financing simultaneously with the consummation of our initial Business Combination. In the current economic environment, it has become especially difficult to obtain acquisition financing. If we are unable to complete our Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. In addition, following our Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of June 30, 2022. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities.

Pursuant to a Business Combination Marketing Agreement, we have engaged Ladenburg Thalmann & Co. and I-Bankers Securities, Inc. as advisors in connection with our Business Combination to assist us in holding meetings with our stockholders to discuss the potential Business Combination and the target business’s attributes, introduce us to potential investors that are interested in purchasing our securities in connection with the potential Business Combination, provide financial advisory services to assist us in our efforts to obtain any stockholder approval for the Business Combination and assist us with our press releases and public filings in connection with the Business Combination. This agreement will provide that we will pay Ladenburg Thalmann and I-Bankers Securities, Inc. the marketing fee for such services upon the consummation of our initial Business Combination in an amount equal to, in the aggregate, 2.5% of the gross proceeds of our initial public offering. As a result, Ladenburg Thalmann and I-Bankers Securities, Inc. will not be entitled to such fee unless we consummate our initial Business Combination.

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:

We account for our shares of common stock subject to possible conversion in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable shares (including shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, shares are classified as shareholders’ equity. Our shares feature certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of our balance sheets.

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements.

Following the initial public offering and the sale of the private placement warrants, a total of $65,000,000 was placed in the trust account located in the United States and we had $900,000 of cash held outside of the trust account, after payment of costs related to the Initial Public Offering, and available for working capital purposes. We incurred $1,697,431 in transaction costs, including $1,300,000 of underwriting fees and $397,431 of other costs.

For the year ended December 31, 2021, cash used in operating activities was $300,944. Net loss of $144,837 was affected by interest earned on marketable securities held in the trust account of $484 and changes in operating assets and liabilities, which provided $300,944 of cash used in operating activities.

As of December 31, 2021, we had cash and marketable securities of $65,000,484 held in the trust account. We may withdraw interest to pay taxes. During the period ended December 31, 2021, we did not withdraw any interest earned on the trust account. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our business combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, our founders, officers and directors and their affiliates may, but are not obligated to, loan us funds as may be required. If we complete our initial business combination, we may repay such loaned amounts out of the proceeds of the trust account released to us. In the event that our initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. Up to $2,400,000 of such loans may be convertible into working capital warrants at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants issued to our initial stockholders. The terms of such loans by our founders, officers and directors and their affiliates if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of our business combination, we do not expect to seek loans from parties other than our founders, officers and directors and their affiliates if any, as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.

We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. If our estimates of the costs of undertaking in-depth due diligence and negotiating an initial business combination is less than the actual amount necessary to do so, or we earn less interest on the funds held in the trust account than anticipated, we may have insufficient funds available to operate our business prior to our initial business combination. Moreover, we may need to obtain additional financing either to consummate our initial business combination or because we become obligated to redeem a significant number of our public shares upon consummation of our initial business combination, in which case we may issue additional securities or incur debt in connection with such business combination. We do not have a maximum debt leverage ratio or a policy with respect to how much debt we may incur. The amount of debt we will be willing to incur will depend on the facts and circumstances of the proposed business combination and market conditions at the time of the potential business combination. At this time, we are not party to any arrangement or understanding with any third party with respect to raising additional funds through the sale of our securities or the incurrence of debt. Subject to compliance with applicable securities laws, we would only consummate such financing simultaneously with the consummation of our initial business combination. In the current economic environment, it has become especially difficult to obtain acquisition financing. If we are unable to complete our Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. In addition, following our Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of December 31, 2021. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities.

Pursuant to a Business Combination Marketing Agreement, we have engaged Ladenburg Thalmann & Co. and I-Bankers Securities, Inc. as advisors in connection with our business combination to assist us in holding meetings with our stockholders to discuss the potential business combination and the target business’s attributes, introduce us to potential investors that are interested in purchasing our securities in connection with the potential business combination, provide financial advisory services to assist us in our efforts to obtain any stockholder approval for the business combination and assist us with our press releases and public filings in connection with the business combination. This agreement will provide that we will pay Ladenburg Thalmann and I-Bankers Securities, Inc. the marketing fee for such services upon the consummation of our initial business combination in an amount equal to, in the aggregate, 2.5% of the gross proceeds of our initial public offering. As a result, Ladenburg Thalmann and I-Bankers Securities, Inc. will not be entitled to such fee unless we consummate our initial business combination.

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements.

Our Registration Statement on Form S-1 was declared effective by the SEC on November 22, 2021. Ladenburg Thalmann & Co., Inc., acted as lead bookrunner for our initial public offering. We may refer to our initial public offering in this Annual Report on Form 10-K as our “IPO”. On November 26, 2021, we consummated our initial public offering of 6,200,000 units. Each unit consists of one share of common stock, par value $0.00001 per share, one-half of one redeemable warrant, with each whole warrant entitling the holder thereof to purchase one share of common stock for $11.50 per share, subject to adjustment, and one right to receive one-seventh (1/7) of one share of common stock upon the consummation of our initial business combination. The units were sold at a price of $10.00 per unit, generating gross proceeds to us of $62,000,000. In connection with our initial public offering, the underwriters were granted a 45-day option to purchase up to 930,000 additional units to cover over-allotments, if any. On November 30, 2021, the underwriters purchased an additional 300,000 units pursuant to the partial exercise of the over-allotment option. The additional units were sold at an offering price of $10.00 per unit, generating additional gross proceeds of $3,000,000.

As a result of the IPO and the private placement, and assuming all of the units separate into their component parts, we had: (i) 6,500,000 units, (ii) 8,125,000 shares of common stock, (iii) 6,500,000 rights to acquire an aggregate of 928,571 shares of common stock; and (iv) 5,750,000 whole warrants to acquire 5,750,000 shares of common stock issued and outstanding. We have not issued any securities since such date. A total of $65,000,000 of the proceeds from the sale of the units and private placement warrants, including the sale of the units from the partial exercise of the over-allotment option, were placed in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee.

A total of $65,000,000 of the proceeds from the sale of the units and private placement warrants, including the sale of the units from the partial exercise of the over-allotment option, were placed in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee. As of December 31, 2021, there was $65,000,484 in investments and cash held in the trust account, which includes interest income available to us for franchise tax obligations of approximately $484 and $526,625 of cash held outside the trust account. As of December 31, 2021, we have not withdrawn any interest earned from the trust account to pay taxes.

The funds held in trust has been invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 180 days or less, or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, so that we are not deemed to be an investment company under the Investment Company Act. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our income or other tax obligations, the proceeds will not be released from the trust account until the earlier of the completion of a business combination or our redemption of 100% of the outstanding public shares if we have not completed a business combination in the required time period. The proceeds held in the trust account may be used as consideration to pay the sellers of a target business with which we complete a business combination. Any amounts not paid as consideration to the sellers of the target business may be used to finance operations of the target business.

Since our IPO, our sole business activity has been identifying and evaluating suitable acquisition transaction candidates and engaging in non-binding discussions with potential target entities. We presently have no revenue and have had losses since inception from incurring formation and operating costs since completion of our IPO. On May 27, 2022, we entered into the Merger Agreement. As a result of the transaction, Cardio Diagnostics will become our wholly-owned subsidiary, and we will change our name to “Cardio Diagnostics Holdings, Inc.” In the event that the Business Combination is not consummated by August 26, 2022, we will be required to dissolve and liquidate and our corporate existence will crease and we will distribute the proceeds held in the Trust Account to our public stockholders, unless our Sponsor (or designee) deposits into the Trust Account $216,667 on or prior to such date to extend the date by which the Business Combination may be consummated by one month, to September 26, 2022. Thereafter, we may further extend the time period within which we may consummate the Business Combination for eight additional one-month periods if our Sponsor (or designee) deposits the sum of $216,667 into the Trust Account for each additional month.

We will either (1) seek stockholder approval of our initial business combination at a meeting called for such purpose at which stockholders may seek to redeem their shares, regardless of whether they vote for or against the proposed business combination, into their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable), or (2) provide our stockholders with the opportunity to sell their shares to us by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable), in each case subject to the limitations described herein. The decision as to whether we will seek stockholder approval of our proposed business combination or allow stockholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek stockholder approval. In the case of a tender offer, we will file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination as is required under the SEC’s proxy rules. In either case, we will consummate our initial business combination only if upon such consummation either our shares are listed on a national securities exchange as contemplated by Rule 3a51-1(a) under the Securities Exchange Act of 1934 (the “Exchange Act”) or we have net tangible assets (as determined in accordance with Rule 3a51-1(g) of the Exchange Act, or any successor rule) of at least $5,000,001 (in either case, so that we are not subject to Rule 3a51-1, which we refer to as the SEC’s “penny stock” rules) and, if we seek stockholder approval, a majority of the outstanding shares of common stock voted are voted in favor of the business combination.

We have nine months (or up to 21 months if we extend the period of time to consummate a business combination, as described in more detail below) from the consummation of our IPO to consummate our initial business combination. Public stockholders will not be offered the opportunity to vote on or redeem their shares in connection with such extensions. If we are unable to consummate our initial business combination within such time period, we will distribute the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account (net of taxes payable), pro rata to our public stockholders, by way of redemption of their shares, and thereafter cease operations except for the purpose of winding up our affairs, as further described herein. We expect the pro rata redemption price to be $10.00 per share (regardless of whether or not the underwriters exercise their over-allotment option), without taking into account any interest earned on such funds. However, we cannot assure you that we will in fact be able to distribute such amounts as a result of claims of creditors which may take priority over the claims of our public stockholders.

As stated above, we will have nine months from the consummation of our IPO to consummate our initial business combination. However, 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 of time to consummate a business combination up to 12 times, each by an additional one month (for a total of up to 21 months to complete a business combination), subject to our board of directors authorizing such extension and the sponsor or its affiliates or designees depositing additional funds into the trust account as set out below. Pursuant to the terms of our amended and restated certificate of incorporation and the trust agreement entered into between us and Continental Stock Transfer & Trust Company, in order to extend the time available for us to consummate our initial business combination, our board of directors would adopt a resolution approving such extension and our founders or their respective affiliates or designees (which may include the potential target business), upon five days advance notice prior to each applicable deadline, must deposit into the trust account $216,667 (approximately $0.0333 per public share) for each one-month extension, up to an aggregate of $2,600,000, or $0.40 per public share (for an aggregate of 12 months), on or prior to the date of the applicable deadline, for each extension. The insiders or sponsor (or their respective affiliates or designees) providing such additional funds will receive non-interest bearing, unsecured promissory notes equal to the amount of any such deposit. Any such loan would be interest free and 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. Under the Merger Agreement, such notes will convert upon consummation of our business combination into MANA Shares at $10.00 per Share. Public stockholders will not be offered the opportunity to vote on or redeem their shares in connection with such extension. If we are unable to consummate our initial business combination within such time period, we will distribute the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account (net of taxes payable), pro rata to our public stockholders, by way of redemption of their shares, and thereafter cease operations except for the purpose of winding up our affairs, as further described herein.

In the event that we receive notice from our sponsor or their respective affiliates or designees at least five days prior to an applicable deadline of their intent to affect an extension, we intend to issue a press release announcing such intention at least three days prior to such applicable deadline. In addition, we intend to issue a press release the day after such applicable deadline announcing whether or not the funds had been timely deposited. Our sponsor and its affiliates or designees and their affiliates or designees are not obligated to fund the trust account to extend the time for us to complete our initial business combination. To the extent that some, but not all, of our insiders, decide to extend the period of time to consummate our initial business combination, such insiders (or their affiliates or designees) may deposit the entire amount required. If we are unable to consummate our initial business combination within such time period, we will, as promptly as possible but not more than ten business days thereafter, redeem 100% of our outstanding public shares for a pro rata portion of the funds held in the trust account and then seek to dissolve and liquidate. In such event, all warrants and rights will expire and will be worthless.

The rules of The Nasdaq Stock Market require that our business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the trust account (excluding taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our business combination. The fair market value of the target or targets will be determined by our Board of Directors based upon one or more standards generally accepted by the financial community (such as actual and potential sales, earnings, cash flow and/or book value). Although our Board of Directors will rely on generally accepted standards, our Board of Directors will have discretion to select the standards employed. In addition, the application of the standards generally involves a substantial degree of judgment. Accordingly, investors will be relying on the business judgment of the Board of Directors in evaluating the fair market value of the target or targets. The proxy solicitation materials or tender offer documents used by us in connection with any proposed transaction will provide public stockholders with our analysis of the fair market value of the target business, as well as the basis for our determinations. If our Board is not able independently to determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm, or another independent entity that commonly renders valuation opinions, with respect to the satisfaction of such criteria. Our stockholders may not be provided with a copy of such opinion nor will they be able to rely on such opinion. However, if Nasdaq delists our securities from trading on its exchange after the Closing of the Business Combination, we would not be required to satisfy the fair market value requirement described above and could complete a business combination with a target business having a fair market value substantially below 80% of the balance in the trust account.

We are a Delaware corporation and our affairs are governed by our amended and restated certificate of incorporation, and the Delaware General Corporation Law. Pursuant to our amended and restated certificate of incorporation, our public stockholders will be entitled to redeem their public shares for a pro rata share of the Trust Account (currently anticipated to be no less than approximately $[10.00] per share of Common Stock for stockholders) net of taxes payable. The Sponsor and our other initial stockholders do not have redemption rights with respect to any shares of Common Stock owned by them, directly or indirectly.

Public stockholders, whether they are a record holder or hold their shares in “street name,” must either (i) physically tender their certificates (if any) to our transfer agent or (ii) deliver their shares to the transfer agent electronically using Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option, in each case prior to a date set forth in the tender offer documents or proxy materials sent in connection with the proposal to approve the business combination.

There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC System. The transfer agent will typically charge the tendering broker a nominal fee and it would be up to the broker whether or not to pass this cost on to the redeeming holder. However, this fee would be incurred regardless of whether or not we require holders seeking to exercise redemption rights. The need to deliver shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated.

Any request to redeem or tender such shares once made, may be withdrawn at any time up to the vote on the proposed business combination or expiration of the tender offer. Furthermore, if a holder of a public share delivered his or her certificate in connection with an election of their redemption or tender and subsequently decides prior to the vote on the business combination or the expiration of the tender offer not to elect to exercise such rights, he may simply request that the transfer agent return the certificate (physically or electronically).

If the initial business combination is not approved or completed for any reason, then our public stockholders who elected to exercise their redemption or tender rights would not be entitled to redeem their shares for the applicable pro rata share of the trust account. In such case, we will promptly return any shares delivered by public holders.

If 21 months, if the deadline is extended, as discussed below) we 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 100% of the outstanding public shares and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. However, 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. Pursuant to the terms of our amended and restated certificate of incorporation and the trust agreement to be entered into between us and Continental Stock Transfer and Trust Company, LLC on the date of this prospectus, 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 (which may include the potential target business), upon five days advance notice prior to the applicable deadline, must deposit into the trust account $216,667 (approximately $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 $2,600,000 or $0.40 per share if we extend for the full 12 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. Under the Merger Agreement, such notes will convert upon consummation of our business combination into MANA Shares at the price of $10.00 per Share. In the event that we receive notice from our insiders five days prior to the applicable deadline of their intent to effect an extension, we intend to issue a press release announcing such intention at least three days prior to the applicable deadline. In addition, we intend to issue a press release the day after the applicable deadline announcing whether or not the funds had been timely deposited. Our insiders and their affiliates or designees are not obligated to fund the trust account to extend the time for us to complete our initial business combination. To the extent that some, but not all, of our insiders, decide to extend the period of time to consummate our initial business combination, such insiders (or their affiliates or designees) may deposit the entire amount required. If we do extend the period of time to consummate our initial business combination as described above, we would follow the same liquidation procedures described above if we do not complete a business combination by the end of the extended period. At such time, the warrants and rights will expire and holders of warrants and rights will receive nothing upon a liquidation and the warrants and rights will be worthless.

There will be no redemption rights or liquidating distributions with respect to our warrants and rights, which will expire worthless if we fail to complete our initial business combination within the nine-month time period (or up to 21-month time period) from the closing of our Initial Public Offering. We will pay the costs of our liquidation from our remaining assets outside of the trust account. However, the liquidator may determine that he or she requires additional time to evaluate creditors’ claims (particularly if there is uncertainty over the validity or extent of the claims of any creditors).

Under the Delaware General Corporation Law, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. The pro rata portion of our trust account distributed to our public stockholders upon the redemption of 100% of our outstanding public shares in the event we do not complete our initial business combination within the required time period may be considered a liquidation distribution under Delaware law. If the corporation complies with certain procedures set forth in Section 280 of the Delaware General Corporation Law intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any redemptions are made to stockholders, any liability of stockholders with respect to a redemption is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution.

Furthermore, if the pro rata portion of our trust account distributed to our public stockholders upon the redemption of 100% of our public shares in the event we do not complete our initial business combination within the required time period is not considered a liquidation distribution under Delaware law and such redemption distribution is deemed to be unlawful, then pursuant to Section 174 of the Delaware General Corporation Law, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidation distribution. It is our intention to redeem our public shares as soon as reasonably possible following the ninth month from the closing of our Initial Public Offering (or any extension period) and, therefore, we do not intend to comply with the above procedures. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend well beyond the third anniversary of such date.

Because we will not be complying with Section 280 of the Delaware General Corporation Law, Section 281(b) of the Delaware General Corporation Law requires us to adopt a plan, based on facts known to us at such time that will provide for our payment of all existing and pending claims or claims that may be potentially brought against us within the subsequent 10 years. However, because we are a blank check company, rather than an operating company, and our operations will be limited to seeking to complete an initial business combination, the only likely claims to arise would be from our vendors (such as lawyers, investment bankers, etc.) or prospective target businesses.

We will seek to have all third parties (including any vendors or other entities we engage after our IPO) and any prospective target businesses enter into valid and enforceable agreements with us waiving any right, title, interest or claim of any kind they may have in or to any monies held in the trust account.

As a result, the claims that could be made against us will be limited, thereby lessening the likelihood that any claim would result in any liability extending to the trust. We therefore believe that any necessary provision for creditors will be reduced and should not have a significant impact on our ability to distribute the funds in the trust account to our public stockholders. Nevertheless, there is no guarantee that vendors, service providers and prospective target businesses will execute such agreements. In the event that a potential contracted party was to refuse to execute such a waiver, we will execute an agreement with that entity only if our Management first determines that we would be unable to obtain, on a reasonable basis, substantially similar services or opportunities from another entity willing to execute such a waiver. Examples of instances where we may engage a third party that refused to execute a waiver would be the engagement of a third party consultant who cannot sign such an agreement due to regulatory restrictions, such as our auditors who are unable to sign due to independence requirements, or whose particular expertise or skills are believed by Management to be superior to those of other consultants that would agree to execute a waiver or a situation in which Management does not believe it would be able to find a provider of required services willing to provide the waiver. There is also no guarantee that, even if they execute such agreements with us, they will not seek recourse against the trust account. As a result, if we liquidate, the per-share distribution from the trust account could be less than approximately $10.00 (whether or not the underwriters’ over-allotment option is exercised in full) due to claims or potential claims of creditors. Our sponsor has agreed that it will be liable to us, if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amounts in the trust account to below $10.00 per share (whether or not the underwriters’ over-allotment option is exercised in full), 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 our indemnity of the underwriter of our IPO against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third-party claims. Our sponsor has been newly formed and we believe that our sponsor’s only assets are securities or promissory notes of our company. We believe the likelihood of our sponsor having to indemnify the trust account is limited because we will endeavor to have all vendors and prospective target businesses as well as other entities execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account.

We will distribute to all of our public stockholders, in proportion to their respective equity interests, an aggregate sum equal to the amount then held in the trust account, inclusive of any interest not previously released to us, subject to our obligations under Delaware law to provide for claims of creditors as described below.

If we are unable to consummate an initial business combination and are forced to redeem 100% of our outstanding public shares for a portion of the funds held in the trust account, we anticipate notifying the trustee of the trust account to begin liquidating such assets promptly after such date and anticipate it will take no more than 10 business days to effectuate the redemption of our public shares. Our insiders have waived their rights to participate in any redemption with respect to their insider shares. We will pay the costs of any subsequent liquidation from our remaining assets outside of the trust account and from the interest income on the balance of the trust account (net income and other tax obligations) that may be released to us to fund our working capital requirements. If such funds are insufficient, our sponsor has agreed to pay the funds necessary to complete such liquidation (currently anticipated to be no more than approximately $50,000) and has agreed not to seek repayment of such expenses. Each holder of public shares will receive a full pro rata portion of the amount then in the trust account, plus any pro rata interest earned on the funds held in the trust account and not previously released to us or necessary to pay our taxes. The proceeds deposited in the trust account could, however, become subject to claims of our creditors that are in preference to the claims of public stockholders.

Our public stockholders shall be entitled to receive funds from the trust account only in the event of our failure to complete our initial business combination in the required time period or if the stockholders seek to have us redeem their respective shares of common stock upon a business combination which is actually completed by us. In no other circumstances shall a stockholder have any right or interest of any kind to or in the trust account.

If we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us which is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete the trust account, the per share redemption amount received by public stockholders may be less than $10.00.

If, after we distribute the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by our stockholders. In addition, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by paying public stockholders from the trust account prior to addressing the claims of creditors. Claims may be brought against us for these reasons.

We currently maintain our principal executive offices at 8 The Green, Suite #12490, Dover, Delaware 19901. The cost for this space is $50 per month with an unaffiliated third party and the third party provides limited general and administrative services on a month to month basis. We consider our current office space, combined with the other office space otherwise available to our executive officers, adequate for our current operations.

We currently have one officer, Jonathan Intrater, who is our Chief Executive Officer and Principal Financial and Accounting Officer. He is not obligated to devote any specific number of hours to our matters and intends to devote only as much time as he deems necessary to our affairs. The amount of time he will devote in any time period will vary based on whether a target business has been selected for the business combination and the stage of the business combination process the company is in. We presently expect our executive officers to devote such amount of time as they reasonably believe is necessary to our business. We do not intend to have any full-time employees prior to the consummation of a business combination.

mana’S DIRECTORS, EXECUTIVE OFFICERS, EXECUTIVE COMPENSATION
AND CORPORATE GOVERNANCE

Jonathan Intrater has been our Chairman, Chief Executive Officer and Principal Financial Officer since our inception. Mr. 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. Mr. 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 June 2021. Mr. 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 June 2021. Ms. 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. Ms. Mortman earned her BBA in Finance from the Goizueta Business School at Emory University.

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.

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 of our Board of Directors be independent. An “independent director” is defined generally as a person who has no material relationship 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.

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 committee. 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.

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. Mr. Liu and Ms. 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:

• 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 policies;

• 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;

• 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;

• 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; and

• approving reimbursement of expenses incurred by our Management team in identifying potential target businesses.

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.

Upon 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. Mr. Liu and Ms. 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;

• 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;

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

• 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 CEO 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 for 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 statement filed with the SEC;

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

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. Mr. Liu and Ms. 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.

The guidelines for selecting nominees, which are specified in the Nominating Committee Charter, 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; and

• should 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.

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. You will be 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.

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.

Potential investors should be aware of the following potential conflicts of interests:

• 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, including other blank check companies, engaged in business activities similar to those intended to be conducted by our company.

• With 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. With certain 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.

• In 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.

• Our 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. However, 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.

• Our 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.

• Our 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. In addition, 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:

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.

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. 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. 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. In addition, 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.

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.

Section 16(a) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, requires our executive officers, directors, and persons who beneficially own more than 10% of a registered class of our equity securities to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of our shares of common stock and other equity securities. These executive officers, directors, and greater than 10% beneficial owners are required by SEC regulation to furnish us with copies of all Section 16(a) forms filed by such reporting persons.

Based solely on our review of such forms furnished to us and written representations from certain reporting persons, we believe that, during the fiscal year ended December 31, 2021, 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.

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. In this 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 the Record Date by:

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

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 sold in our IPO 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 Record Date. As of the Record Date, 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.

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 laws.

All of the sponsor shares (an aggregate of 1,625,000 shares) held by our sponsor and our two directors outstanding prior to the date of this prospectus will be 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 IPO 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.

Our Sponsor has agreed to transfer to Mr. Intrater 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 order to meet our working capital needs following the consummation of our IPO, our founders, officers, directors and their respective 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. Each 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 issued to the sponsor. In the event that the initial business combination does not close, we may use a portion of the working capital loans held outside the trust account to repay such loaned amounts, but no proceeds from our trust account would be used for such repayment.

Our executive officers and directors, and MANA Capital LLC, are our “promoters,” as that term is defined under the federal securities laws.

CERTAIN RELATIONSHIPS, AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE OF MANA

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 (and the private warrants, as discussed below) 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 combination. 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. These 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. In the 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.

In addition, upon the completion of our initial public offering, our sponsor transferred 30,000 sponsor shares to each of Mr. Liu and Ms. 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 by us. 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 (approximately $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 $2,600,000, or $0.40 per share if we extend for the full 12 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. Under the Merger Agreement, such notes will convert upon consummation of our business combination into MANA Shares at the price of $10.00 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. Each 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 statements.

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 by us.

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 by the SEC.

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 effectively. 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.

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. On January 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:

Our audit committee was formed upon the consummation of our initial public offering. 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).

Upon the consummation of the proposed Business Combination, the business and affairs of the Company will be managed by or under the direction of its Board of Directors. The directors and executive officers of the Company upon consummation of the proposed Business Combination will include the following:

Certain biographical information about each of the persons expected to serve as the executive officers and directors of the Company following the Closing of the Business Combination is as follows:

Meeshanthini (Meesha) Dogan will serve as the Company’s Chief Executive Officer and a member of the Board of Directors upon consummation of the proposed Business Combination. She is the Co-Founder of Cardio, having served as its Chief Executive Officer and a director since Cardio’s inception. Dr. Dogan has 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 Cardio Diagnostics to help prevent others from experiencing its devastating impacts. Dr. Dogan 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). In 2017, Dr. Dogan founded Cardio Diagnostics 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, the company 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. Dr. 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, MD PhD will serve as the Company’s Chief Medical Officer and as a member of the Company’s Board of Directors upon consummation of the proposed Business Combination. He has served as Cardio’s Chief Medical Officer and as a director since inception. Together with Dr. Dogan, he is a co-founder of Cardio. Dr. Philibert graduated from the University of Iowa Medical Scientist Training Program and completed a residency in Psychiatry at the University of Iowa. Between 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 will serve as the Company’s Chief Financial Officer upon consummation of the proposed Business Combination. She has served as Cardio’s Chief Financial Officer since March 2021. In March 2021, 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. (“NUTX”), 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 until February 2021. At Clinigence, Ms. Luqman was responsible for maintaining the corporation’s accounting records and statements, preparing the SEC filings and overseeing compliance requirements. Ms. Luqman was an integral member of the Clinigence team responsible for obtaining the company’s NASDAQ listing and completing the reverse merger with Nutex. At Nutex Ms. Luqman continues to be responsible for preparing its SEC filings and overseeing compliance requirements. Ms. 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. (“IGMB”) as Chief Financial Officer and General Counsel. Ms. 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. Ms. Luqman received a BA degree, a JD in Law, and an MBA Degree in Finance from Hofstra University. Ms. Luqman is a member of the bar in New York and New Jersey.

Timur Dogan will serve as the Company’s Chief Technology Officer upon consummation of the proposed Business Combination. He has served as Cardio’s Chief Technology Officer since May 2022, although he has been employed by Cardio since August 2019, after obtaining his PhD, was serving as its Senior Data Scientist until his promotion to CTO. Dr. Dogan was instrumental in developing and advancing the Integrated Genetic-Epigenetic Engine™ that is at the core of Cardio Diagnostics’ 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. and Ph.D. 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 will serve as the Company’s Vice President of Revenue and Strategy upon consummation of the proposed Business Combination. In July 2020, Ms. Abdullahi began working with 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. Ms. 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. Ms. Abdullahi holds a BA in Philosophy from Carleton College and a Juris Doctor from the University of Minnesota Law School.

Warren Hosseinion, MD will serve as the Company’s Non-Executive Chairman of the Board upon consummation of the proposed Business Combination. He has been Cardio’s Non-Executive Chairman of the Board since May 2022 and has been on Cardio’s Board of Directors since November 2020. 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 April 2022. Dr. Hosseinion is a Co-Founder of Apollo Medical Holdings, Inc. (Nasdaq: 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. In 2001, Dr. Hosseinion co-founded ApolloMed. Dr. 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.

Brandon Sim will serve as a member of the Company’s Board of Directors upon consummation of the proposed Business Combination. He is the Co-Chief Executive Officer of Apollo Medical Holdings, Inc. where he is focused on transforming healthcare delivery for physicians and patients. 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. Mr. Sim was a member of the board of directors of Clinigence Holdings, Inc. between October 2021 and April 2022. Mr. Sim received 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.

Stanley K. Lau, MD will serve as a member of the Company’s Board of Directors upon consummation of the proposed Business Combination. In September 2006, Dr. Lau founded Synergy Imaging Center, San Gabriel, California, where he has held the position of Medical Director since inception. 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. Dr. 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. Dr. 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. Dr. Lau also founded the structured heart program at Garfield Medical Center, recently implementing the TAVR program in 2017. Dr. 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 will serve as a member of the Company’s Board of Directors upon consummation of the proposed Business Combination. He is 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. Mr. 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. Mr. 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. Inc. Mr. Levy currently serves on the board of Blue Ox portfolio company, Advocate My Meds (formerly Rx Solutions), and 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.

James Intrater is the director nominee named by MANA. Mr. Intrater is a senior materials and process engineer with over thirty-five (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. In addition, since May 2020, he has also provided engineering consultancy services for Falcon AI, a private investment firm to evaluate potential portfolio investments. Mr. 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. Mr. 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.

Mr. Intrater is the brother of Jonathan Intrater, who currently serves as the Chairman, Chief Executive Officer and Principal Accounting Officer of MANA.

Meeshanthini Dogan and Timur Dogan are wife and husband. There are no other family relationships among executive officers and directors of the Company.

Employment Agreement between Cardio and Meeshanthini Dogan (Chief Executive Officer)

Dr. 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. 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. If Dr. 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 Dr. Dogan’s employment without cause (as defined in the agreement) by providing 60 days’ advance written notice. Dr. Dogan may terminate her employment for any reason.

Employment Agreement between Cardio and Robert Philibert (Chief Medical Officer)

Dr. Philibert’s five-year employment agreement provides for (i) an annual base salary of $180,000, (ii) eligibility to receive an annual cash bonus based on the extent to which, in the discretion of the Board, Dr. Philibert 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. If Dr. Philibert 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. Philibert will be reimbursed for his reasonable and usual business expenses incurred on behalf of the Company. Severance benefits will be payable in the event Dr. Philibert’s termination is either by the Company without cause or by him 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. Philibert an amount equal to a (x) the sum of his most recent base salary and target annual bonus and (y) an amount in cash equal to the Company’s premium amounts paid for his coverage under group medical, dental and vision programs for a period of 12 months, provided that he 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 Dr. Philibert’s employment without cause (as defined in the agreement) by providing 60 days’ advance written notice. Dr. Philibert may terminate his employment for any reason.

Employment Agreement between Cardio and Elisa Luqman (Chief Financial Officer)

Ms. 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. If Ms. 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 Ms. 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 Ms. Luqman’s employment without cause (as defined in the agreement) by providing 60 days’ advance written notice. Ms. Luqman may terminate her employment for any reason.

Employment Agreement between Cardio and Timur Dogan (Chief Technology Officer)

Dr. Dogan’s five-year employment agreement provides for (i) an annual base salary of $250,000, (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. 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. If Dr. 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 his 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 him 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) the sum of his most recent base salary and target annual bonus and (y) an amount in cash equal to the Company’s premium amounts paid for his coverage under group medical, dental and vision programs for a period of 12 months, provided that he 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 Dr. Dogan’s employment without cause (as defined in the agreement) by providing 60 days’ advance written notice. Dr. Dogan may terminate his employment for any reason.

Employment Agreement between Cardio and Khullani Abdullahi (Vice President of Revenue and Strategy)

Ms. Abdullahi’s three-year employment agreement provides for (i) an annual base salary of $220,000, (ii) eligibility to receive an annual cash bonus based on the extent to which, in the discretion of the Board, Ms. Adbullahi 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. If Ms. Adbullahi 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. Adbullahi 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. Adbullahi’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 Ms. Adbullahi 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 Ms. Adbullahi’s employment without cause (as defined in the agreement) by providing 60 days’ advance written notice. Ms. Adbullahi 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 brand. In the event he is not reelected as Chairman of the Board, the terms of this agreement will continue strictly as a consulting services agreement. 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. If Dr. 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.

Closing of the Business Combination, Dr. Dogan, Dr. Philibert, Ms. Luqman, Dr. Dogan and Ms. Abdullahi each will also enter 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. Dr. 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. There is 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.

Information Regarding the Company’s Board of Directors and its Corporate Governance

The following information is being provided to explain the operation of the Company’s board of directors following consummation of the Merger.

The Company’s board will have seven directors. The board of directors will be elected each year at the 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.

The Company officers will be appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. 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 Officers, Chief Financial Officer, President, Vice Presidents, Secretary, Treasurer, Assistant Secretaries and such other offices as may be determined by the board of directors.

Upon the consummation of the Business Combination, the Company board is expected to undertake a review of the independence of each director. The Nasdaq listing standards require that a majority of our Board of Directors be independent. An “independent director” is defined generally as a person who has no material relationship with the listed company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the company). 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 Company Board is expected to determine that Brandon Sim, Stanley K. Lau, MD, Oded Levy and James Intrater, 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 will consider the current and prior relationships that each non-employee director has with the Company and all other facts and circumstances that the Company Board deems 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.”

The Company’s Board of Directors will establish three standing committees: an audit committee, a compensation committee and a nominating and corporate governance committee. 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 the Company’s board of directors and will have the composition and responsibilities described below.

Following the consummation of the proposed Business Combination, the Company’s audit committee will, among other things:

• 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 policies;

• 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;

• 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;

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

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

The Company’s audit committee will operate under a written charter that satisfies the applicable listing standards of Nasdaq.

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, the Company 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. In determining candidates to sit on the Company board, the requirement that at least one of its directors qualify as a “financial expert” was a criterion considered in the search. It was determined that Oded Levy qualifies as a financial expert in accordance with Nasdaq’s listing standards.

Following the consummation of the proposed Business Combination, the Company’s compensation committee will, among other things: