Cover
Cover | Dec. 08, 2022 |
Cover [Abstract] | |
Document Type | S-1 |
Amendment Flag | false |
Entity Registrant Name | CARDIO DIAGNOSTICS HOLDINGS, INC. |
Entity Central Index Key | 0001870144 |
Entity Primary SIC Number | 6770 |
Entity Tax Identification Number | 87-0925574 |
Entity Incorporation, State or Country Code | DE |
Entity Address, Address Line One | 400 North Abderdeen Street |
Entity Address, Address Line Two | Suite 900 |
Entity Address, City or Town | Chicaco |
Entity Address, State or Province | IL |
Entity Address, Postal Zip Code | 60642 |
City Area Code | (855) 226-9991 |
Local Phone Number | 226-9991 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
BALANCE SHEET (Unaudited)
BALANCE SHEET (Unaudited) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 177,681 | $ 526,625 |
Prepaid expenses | 50,371 | 280,057 |
Total current assets | 228,052 | 806,682 |
Investments held in Trust Account | 65,573,383 | 65,000,484 |
Total Assets | 65,801,435 | 65,807,166 |
Current liabilities: | ||
Accrued expense | 1,980 | 0 |
Promissory Note | 433,334 | 0 |
Franchise tax payable | 196,434 | 124,434 |
Total current liabilities | 631,748 | 124,434 |
Total Liabilities | 631,748 | 124,434 |
Common stock subject to possible redemption, 6,500,000 shares (at redemption value of approximately $10.08 and $10.00 per share) at September 30, 2022 and December 31,2021, respectively | 65,523,383 | 65,000,000 |
Stockholders’ Equity (Deficit): | ||
Preferred stock, $0.00001 par value; 100,000,000 shares authorized; none issued and outstanding as of September 30, 2022 and December 31, 2021 | 0 | 0 |
Common stock, $0.00001 par value; 300,000,000 shares authorized; 1,625,000 issued and outstanding as of September 30, 2022 and December 31, 2021 (excluding 6,500,000 shares subject to possible redemption) | 16 | 16 |
Additional paid-in capital | 394,219 | 827,553 |
Accumulated deficit | (747,931) | (144,837) |
Total Stockholders' Equity (Deficit) | (353,696) | 682,732 |
Total Liabilities, Equity, and Stockholders' Equity (Deficit) | $ 65,801,435 | $ 65,807,166 |
BALANCE SHEET (Unaudited) (Pare
BALANCE SHEET (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Temporary equity shares authorized | 6,500,000 | 6,500,000 |
Temporary equity, per share | $ 10.08 | $ 10 |
Preferred stock, par value | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 1,625,000 | 1,625,000 |
Common stock, shares outstanding | 1,625,000 | 1,625,000 |
STATEMENTS OF OPERATIONS (Unaud
STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 4 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | |
Income Statement [Abstract] | |||
Operating costs | $ 115,291 | $ 721 | $ 740,962 |
Franchise tax expenses | 50,000 | 0 | 150,000 |
Loss from Operations | (165,291) | (721) | (890,962) |
Other income: | |||
Interest income | 173 | 0 | 280 |
Investment income on investment held in Trust Account | 367,387 | 0 | 377,637 |
Income (Loss) before income taxes | 202,269 | (721) | (513,045) |
Income taxes provision | 0 | 0 | 0 |
Net Income (loss) | $ 202,269 | $ (721) | $ (513,045) |
Basic and diluted weighted average shares outstanding, common stock subject to possible redemption | 6,500,000 | 0 | 6,500,000 |
Basic and diluted net income (loss) per share, common stock subject to possible redemption | $ 0.02 | $ (0.06) | |
Basic and diluted weighted average shares outstanding, common stock attributable to Mana Capital Acquisition Corp. | 1,625,000 | 1,550,000 | 1,625,000 |
Basic and diluted net income (loss) per share, common stock attributable To Mana Capital Acquisition Corp. | $ 0.02 | $ 0 | $ (0.06) |
STATEMENTS OF CHANGES IN STOCKH
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Ending balance, value at Sep. 30, 2021 | $ 16 | $ 24,984 | $ (721) | $ 24,279 | |
Ending balance, shares at Sep. 30, 2021 | 1,550,000 | ||||
Ending balance, value at Dec. 31, 2021 | $ 16 | 827,553 | (144,837) | 682,732 | |
Ending balance, shares at Dec. 31, 2021 | 1,625,000 | ||||
Ending balance, value at Jun. 30, 2021 | $ 16 | 24,984 | (397) | 24,603 | |
Ending balance, shares at Jun. 30, 2021 | 1,550,000 | ||||
Beginning balance, value at May. 18, 2021 | |||||
Beginning balance, shares at May. 18, 2021 | |||||
Issuance of Common Stock to Sponsor | $ 16 | 24,984 | 25,000 | ||
Issuance of Common Stock to Sponsor, Shares | 1,550,000 | ||||
Net loss | (397) | (397) | |||
Ending balance, value at Jun. 30, 2021 | $ 16 | 24,984 | (397) | 24,603 | |
Ending balance, shares at Jun. 30, 2021 | 1,550,000 | ||||
Beginning balance, value at May. 18, 2021 | |||||
Beginning balance, shares at May. 18, 2021 | |||||
Net loss | (144,837) | (144,837) | |||
Ending balance, value at Dec. 31, 2021 | $ 16 | 827,553 | (144,837) | 682,732 | |
Ending balance, shares at Dec. 31, 2021 | 1,625,000 | ||||
Beginning balance, value at Jun. 30, 2021 | $ 16 | 24,984 | (397) | 24,603 | |
Beginning balance, shares at Jun. 30, 2021 | 1,550,000 | ||||
Net loss | (324) | (324) | |||
Ending balance, value at Sep. 30, 2021 | $ 16 | 24,984 | (721) | 24,279 | |
Ending balance, shares at Sep. 30, 2021 | 1,550,000 | ||||
Beginning balance, value at Dec. 31, 2021 | $ 16 | 827,553 | (144,837) | 682,732 | |
Beginning balance, shares at Dec. 31, 2021 | 1,625,000 | ||||
Net loss | (222,663) | (222,663) | |||
Ending balance, value at Mar. 31, 2022 | $ 16 | 827,553 | (367,500) | 460,069 | |
Ending balance, shares at Mar. 31, 2022 | 1,625,000 | ||||
Beginning balance, value at Dec. 31, 2021 | $ 16 | 827,553 | (144,837) | 682,732 | |
Beginning balance, shares at Dec. 31, 2021 | 1,625,000 | ||||
Ending balance, value at Sep. 30, 2022 | $ 16 | 394,219 | (747,931) | (353,696) | |
Ending balance, shares at Sep. 30, 2022 | 1,625,000 | ||||
Beginning balance, value at Mar. 31, 2022 | $ 16 | 827,553 | (367,500) | 460,069 | |
Beginning balance, shares at Mar. 31, 2022 | 1,625,000 | ||||
Net loss | (492,651) | (492,651) | |||
Ending balance, value at Jun. 30, 2022 | $ 16 | 827,553 | (860,151) | (32,582) | |
Ending balance, shares at Jun. 30, 2022 | 1,625,000 | ||||
Extension Funds attributable to common stock subject to redemption | (433,334) | (433,334) | |||
Subsequent measurement of common stock subject to redemption | (90,049) | (90,049) | |||
Net loss | 202,269 | 202,269 | |||
Ending balance, value at Sep. 30, 2022 | $ 16 | $ 394,219 | $ (747,931) | $ (353,696) | |
Ending balance, shares at Sep. 30, 2022 | 1,625,000 |
STATEMENTS OF CASH FLOWS (Unaud
STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 4 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2022 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (721) | $ (513,045) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Interest earned on investment held in Trust Account | 0 | (377,637) |
Formation and organization costs paid by related party | 547 | 0 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 0 | 229,686 |
Accrued expense | 0 | 1,980 |
Franchise tax payable | 0 | 72,000 |
Net cash used in operating activities | (174) | (587,016) |
Cash Flows from Investing Activities: | ||
Proceeds from investment held in trust | 0 | 238,072 |
Investment of cash in Trust Account | 0 | (433,334) |
Net cash used in Investing Activities | 0 | (195,262) |
Cash Flows from Financing Activities: | ||
Payment of offering costs | (60,145) | 0 |
Proceeds from issuance of common stock to sponsor | 25,000 | 0 |
Proceeds from issuance of promissory note | 0 | 433,334 |
Proceeds from note payable-related party | 45,000 | 0 |
Net cash provided in financing activities | 9,855 | 433,334 |
Net Change in Cash | 9,681 | (348,944) |
Cash at beginning of period | 0 | 526,625 |
Cash at end of period | 9,681 | 177,681 |
Supplemental Disclosure of Non-cash Financing Activities | ||
Deferred offering costs included in accrued offering costs | 5,000 | 0 |
Deferred offering costs included in advances from related party | 30,000 | 0 |
Extension Funds attributable to common stock subject to redemption under ASC 480-10-S99 against APIC | 0 | 433,334 |
Subsequent measurement of common stock subject to redemption | $ 0 | $ 90,049 |
BALANCE SHEET INCEPTION
BALANCE SHEET INCEPTION - USD ($) | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | May 18, 2021 |
Current assets: | |||||||
Cash | $ 177,681 | $ 526,625 | |||||
Prepaid expenses | 50,371 | 280,057 | |||||
Total current assets | 228,052 | 806,682 | |||||
Investments held in Trust Account | 65,573,383 | 65,000,484 | |||||
Total Assets | 65,801,435 | 65,807,166 | |||||
Current liabilities: | |||||||
Franchise tax payable | 196,434 | 124,434 | |||||
Total current liabilities | 631,748 | 124,434 | |||||
Total Liabilities | 631,748 | 124,434 | |||||
Common stock subject to possible redemption, 6,500,000 shares at conversion value of $10.00 per share | 65,523,383 | 65,000,000 | |||||
Stockholders’ Equity: | |||||||
Preferred stock, $0.00001 par value; 100,000,000 shares authorized; none issued and outstanding | 0 | 0 | |||||
Common stock, $0.00001 par value; 300,000,000 shares authorized; 1,625,000 issued and outstanding as of December 31, 2021 (excluding 6,500,000 shares subject to possible redemption) | 16 | 16 | |||||
Additional paid-in capital | 394,219 | 827,553 | |||||
Accumulated deficit | (747,931) | (144,837) | |||||
Total Stockholders' Equity (Deficit) | (353,696) | $ (32,582) | $ 460,069 | 682,732 | $ 24,279 | $ 24,603 | |
Total Liabilities, Equity, and Stockholders' Equity (Deficit) | $ 65,801,435 | $ 65,807,166 |
BALANCE SHEET INCEPTION (Parent
BALANCE SHEET INCEPTION (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Temporary equity shares authorized | 6,500,000 | 6,500,000 |
Temporary equity, per share | $ 10.08 | $ 10 |
Preferred stock, par value | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 1,625,000 | 1,625,000 |
Common stock, shares outstanding | 1,625,000 | 1,625,000 |
STATEMENTS OF OPERATIONS INCEPT
STATEMENTS OF OPERATIONS INCEPTION - USD ($) | 3 Months Ended | 4 Months Ended | 7 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Formation and operating costs | $ 115,291 | $ 721 | $ 20,887 | $ 740,962 |
Franchise tax expense | 50,000 | 0 | 124,434 | 150,000 |
Loss from Operations | (165,291) | (721) | (145,321) | (890,962) |
Other income: | ||||
Investment income on investment held in Trust Account | 367,387 | 0 | 484 | 377,637 |
Income (Loss) before income taxes | 202,269 | (721) | (144,837) | (513,045) |
Income taxes provision | 0 | 0 | 0 | 0 |
Net Income (loss) | $ 202,269 | $ (721) | $ (144,837) | $ (513,045) |
Basic and diluted weighted average shares outstanding, common stock subject to possible redemption | 6,500,000 | 0 | 1,001,327 | 6,500,000 |
Basic and diluted net loss per share, common stock subject to possible redemption | $ 0.02 | $ (0.14) | $ (0.06) | |
Basic and diluted weighted average shares outstanding, common stock attributable to Mana Capital Acquisition Corp. | 1,625,000 | 1,550,000 | 1,560,288 | 1,625,000 |
Basic and diluted net loss per share, common stock attributable To Mana Capital Acquisition Corp. | $ 0.02 | $ 0 | $ (0.09) | $ (0.06) |
STATEMENTS OF CHANGES IN STOC_2
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY INCEPTION - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Ending balance, value at Dec. 31, 2021 | $ 16 | $ 827,553 | $ (144,837) | $ 682,732 | |
Ending balance, shares at Dec. 31, 2021 | 1,625,000 | ||||
Beginning balance, value at May. 18, 2021 | |||||
Beginning balance, shares at May. 18, 2021 | |||||
Net loss | (397) | (397) | |||
Ending balance, value at Jun. 30, 2021 | $ 16 | 24,984 | (397) | 24,603 | |
Ending balance, shares at Jun. 30, 2021 | 1,550,000 | ||||
Beginning balance, value at May. 18, 2021 | |||||
Beginning balance, shares at May. 18, 2021 | |||||
Founders shares issued to the Sponsor | 16 | 24,984 | 25,000 | ||
Founders shares issued to the Sponsor, shares | 1,550,000 | ||||
Sale of public units through public offering | $ 62 | $ 61,999,938 | $ 62,000,000 | ||
Sale of public units through public offering, shares | 6,200,000 | ||||
Sale of private placement warrants | 2,500,000 | 2,500,000 | |||
Sale of private placement shares, shares | |||||
Underwriters' discount | (1,240,000) | (1,240,000) | |||
Underwriters' reimbursement | (90,000) | (90,000) | |||
Exercise of the over-allotment option by underwriters | $ 3 | 2,999,997 | 3,000,000 | ||
Exercise of the over-allotment option by underwriters, shares | 300,000 | ||||
Underwriters' discount - over-allotment option exercised | (60,000) | (60,000) | |||
Additional founders shares issued to the Sponsor in connection with underwriters' over-allotment option | |||||
Additional founders shares issued to the Sponsor in connection with underwriters' over-allotment option, shares | 75,000 | ||||
Other offering expenses | (307,431) | (307,431) | |||
Reclassification of common stock subject to redemption | $ (65) | (64,999,935) | (65,000,000) | ||
Reclassification of common stock subject to redemption, shares | (6,500,000) | ||||
Net loss | (144,837) | (144,837) | |||
Ending balance, value at Dec. 31, 2021 | $ 16 | 827,553 | (144,837) | 682,732 | |
Ending balance, shares at Dec. 31, 2021 | 1,625,000 | ||||
Beginning balance, value at Jun. 30, 2021 | $ 16 | 24,984 | (397) | 24,603 | |
Beginning balance, shares at Jun. 30, 2021 | 1,550,000 | ||||
Net loss | (324) | (324) | |||
Ending balance, value at Sep. 30, 2021 | $ 16 | 24,984 | (721) | 24,279 | |
Ending balance, shares at Sep. 30, 2021 | 1,550,000 | ||||
Beginning balance, value at Dec. 31, 2021 | $ 16 | 827,553 | (144,837) | 682,732 | |
Beginning balance, shares at Dec. 31, 2021 | 1,625,000 | ||||
Net loss | (222,663) | (222,663) | |||
Ending balance, value at Mar. 31, 2022 | $ 16 | 827,553 | (367,500) | 460,069 | |
Ending balance, shares at Mar. 31, 2022 | 1,625,000 | ||||
Net loss | (492,651) | (492,651) | |||
Ending balance, value at Jun. 30, 2022 | $ 16 | 827,553 | (860,151) | (32,582) | |
Ending balance, shares at Jun. 30, 2022 | 1,625,000 | ||||
Net loss | 202,269 | 202,269 | |||
Ending balance, value at Sep. 30, 2022 | $ 16 | $ 394,219 | $ (747,931) | $ (353,696) | |
Ending balance, shares at Sep. 30, 2022 | 1,625,000 |
STATEMENTS OF CASH FLOWS INCEPT
STATEMENTS OF CASH FLOWS INCEPTION | 7 Months Ended |
Dec. 31, 2021 USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (144,837) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Interest earned on investment held in Trust Account | (484) |
Changes in operating assets and liabilities: | |
Prepaid expenses | (280,057) |
Franchise tax payable | 124,434 |
Net cash used in operating activities | (300,944) |
Cash Flows from Investing Activities: | |
Purchase of investment held in trust account | (65,000,000) |
Net cash used in Investing Activities | (65,000,000) |
Cash Flows from Financing Activities: | |
Proceeds from issuance of shares of Common Stock to the Sponsor | 25,000 |
Proceeds from sale of public units through public offering | 65,000,000 |
Proceeds from sale of private placement shares | 2,500,000 |
Payment of underwriters' discount | (1,300,000) |
Payment of offering costs | (397,431) |
Proceeds from issuance of promissory note to related party | 125,547 |
Repayment on promissory note to related party | (125,547) |
Net cash provided in financing activities | 65,827,569 |
Net Change in Cash | 526,625 |
Cash at beginning of period | 0 |
Cash at end of period | 526,625 |
Supplemental Disclosure of Non-cash Financing Activities | |
Reclassification of common stock subject to redemption | $ 65,000,000 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets Nine Months - (unaudited) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash | $ 177,681 | $ 526,625 |
Total current assets | 228,052 | 806,682 |
Long-term assets | ||
Total Assets | 65,801,435 | 65,807,166 |
Current liabilities | ||
Total Liabilities | 631,748 | 124,434 |
Stockholders' equity | ||
September 30, 2022 and December 31, 2021, respectively | 16 | 16 |
Additional paid-in capital | 394,219 | 827,553 |
Accumulated deficit | (747,931) | (144,837) |
Total Stockholders' Equity (Deficit) | (353,696) | 682,732 |
Total Liabilities, Equity, and Stockholders' Equity (Deficit) | 65,801,435 | 65,807,166 |
Cardio Diagnostics Member During Reverse Merger [Member] | ||
Current assets | ||
Cash | 8,964,008 | 512,767 |
Deposit for acquisition | 250,000 | |
Accounts receivable | 901 | |
Notes receivable | 433,334 | |
Prepaid expenses and other current assets | 79,408 | 39,839 |
Total current assets | 9,476,750 | 803,507 |
Long-term assets | ||
Intangible assets, net | 41,333 | 53,333 |
Deposits | 4,950 | |
Patent costs | 314,775 | 245,154 |
Total Assets | 9,837,808 | 1,101,994 |
Current liabilities | ||
Accounts payable and accrued expenses | 265,194 | 33,885 |
Total Liabilities | 265,194 | 33,885 |
Stockholders' equity | ||
September 30, 2022 and December 31, 2021, respectively | 198 | 123 |
Additional paid-in capital | 13,185,905 | 2,398,547 |
Accumulated deficit | (3,613,489) | (1,330,561) |
Total Stockholders' Equity (Deficit) | 9,572,614 | 1,068,109 |
Total Liabilities, Equity, and Stockholders' Equity (Deficit) | $ 9,837,808 | $ 1,101,994 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets Nine Months - (unaudited) (Parenthetical) | Sep. 30, 2022 $ / shares shares |
Common stock, par value | $ / shares | $ 0.00001 |
Common stock, shares authorized | 300,000,000 |
Common stock, shares authorized | 1,625,000 |
Common stock, shares authorized | 1,625,000 |
Cardio Diagnostics Member During Reverse Merger [Member] | |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares authorized | 10,000,000 |
Common stock, shares authorized | 1,976,749 |
Common stock, shares authorized | 1,976,749 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations Nine Months (unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Other expenses | ||||
Income (Loss) before income taxes | $ 202,269 | $ (513,045) | ||
Provision for income taxes | 0 | 0 | ||
Net Income (loss) | 202,269 | (513,045) | ||
Cardio Diagnostics Member During Reverse Merger [Member] | ||||
Revenue | ||||
Operating expenses | ||||
Sales and marketing | 16,369 | 44,825 | 65,573 | 65,099 |
Research and development | 3,190 | 87,451 | 9,361 | 87,451 |
General and administrative expenses | 1,127,316 | 57,475 | 2,083,460 | 264,927 |
Amortization | 4,000 | 4,000 | 12,000 | 12,000 |
Total operating expenses | 1,150,875 | 193,751 | 2,170,394 | 429,477 |
Other expenses | ||||
Acquisition related expense | (112,534) | |||
Income (Loss) before income taxes | (1,150,875) | (193,751) | (2,282,928) | (429,477) |
Provision for income taxes | 0 | 0 | 0 | 0 |
Net Income (loss) | $ (1,150,875) | $ (193,751) | $ (2,282,928) | $ (429,477) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations Nine Months (unaudited) (Parenthetical) - Cardio Diagnostics Member During Reverse Merger [Member] - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Earnings Per Share, Basic | $ (0.60) | $ (0.17) | $ (1.45) | $ (0.39) |
Earnings Per Share, Diluted | $ (0.60) | $ (0.17) | $ (1.45) | $ (0.39) |
Weighted Average Number of Shares Outstanding, Basic | 1,929,830 | 1,159,513 | 1,574,724 | 1,111,120 |
Weighted Average Number of Shares Outstanding, Diluted | 1,929,830 | 1,159,513 | 1,574,724 | 1,111,120 |
Condensed Consolidated unaudite
Condensed Consolidated unaudited Statements of Changes in Stockholders' Equity Nine Months (Deficit) (unaudited) - Cardio Diagnostics Member During Reverse Merger [Member] - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Receivables from Stockholder [Member] | Retained Earnings [Member] |
Ending balance, value at Dec. 31, 2020 | $ 105 | $ 770,373 | $ (710,113) | |
Common Stock, Shares, Outstanding, Ending Balance at Dec. 31, 2020 | 1,050,318 | |||
Net Income (loss) | (140,272) | |||
Ending balance, value at Mar. 31, 2021 | $ 114 | 1,281,835 | (850,385) | |
Common Stock, Shares, Outstanding, Ending Balance at Mar. 31, 2021 | 1,140,554 | |||
[custom:SafeAgreementsSharesConvertedToCommonStock] | 39,786 | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | 50,450 | |||
Stock-based compensation | $ 5 | 59,995 | ||
SAFE agreements converted to common stock | 4 | 451,467 | ||
Beginning balance, value at Dec. 31, 2020 | $ 105 | 770,373 | (710,113) | |
Common Stock, Shares, Outstanding, Beginning Balance at Dec. 31, 2020 | 1,050,318 | |||
Ending balance, value at Sep. 30, 2021 | $ 122 | 2,308,548 | (1,139,590) | |
Common Stock, Shares, Outstanding, Ending Balance at Sep. 30, 2021 | 1,224,824 | |||
Beginning balance, value at Dec. 31, 2020 | $ 105 | 770,373 | (710,113) | |
Common Stock, Shares, Outstanding, Beginning Balance at Dec. 31, 2020 | 1,050,318 | |||
Ending balance, value at Dec. 31, 2021 | $ 123 | 2,398,547 | (1,330,561) | |
Common Stock, Shares, Outstanding, Ending Balance at Dec. 31, 2021 | 1,232,324 | |||
Beginning balance, value at Mar. 31, 2021 | $ 114 | 1,281,835 | (850,385) | |
Common Stock, Shares, Outstanding, Beginning Balance at Mar. 31, 2021 | 1,140,554 | |||
Net Income (loss) | (95,454) | |||
Common stock issued for cash | 1 | 174,999 | ||
Ending balance, value at Jun. 30, 2021 | $ 115 | 1,456,834 | (945,839) | |
Common Stock, Shares, Outstanding, Ending Balance at Jun. 30, 2021 | 1,153,663 | |||
Stock Issued During Period, Shares, New Issues | 13,109 | |||
Ending balance, value at Jun. 30, 2021 | $ 115 | 1,456,834 | (945,839) | |
Common Stock, Shares, Outstanding, Ending Balance at Jun. 30, 2021 | 1,153,663 | |||
Ending balance, value at Sep. 30, 2021 | $ 122 | 2,308,548 | (1,139,590) | |
Common Stock, Shares, Outstanding, Ending Balance at Sep. 30, 2021 | 1,224,824 | |||
Ending balance, value at Dec. 31, 2021 | $ 123 | 2,398,547 | (1,330,561) | |
Common Stock, Shares, Outstanding, Ending Balance at Dec. 31, 2021 | 1,232,324 | |||
Beginning balance, value at Jun. 30, 2021 | $ 115 | 1,456,834 | (945,839) | |
Common Stock, Shares, Outstanding, Beginning Balance at Jun. 30, 2021 | 1,153,663 | |||
Net Income (loss) | (193,751) | |||
Common stock issued for cash | 7 | 949,993 | ||
Placement agent fee | (95,000) | |||
Ending balance, value at Sep. 30, 2021 | $ 122 | 2,308,548 | (1,139,590) | |
Common Stock, Shares, Outstanding, Ending Balance at Sep. 30, 2021 | 1,224,824 | |||
Adjustment to patent deposits contributed by shareholders | (3,279) | |||
Stock Issued During Period, Shares, New Issues | 71,161 | |||
Beginning balance, value at Dec. 31, 2021 | $ 123 | 2,398,547 | (1,330,561) | |
Common Stock, Shares, Outstanding, Beginning Balance at Dec. 31, 2021 | 1,232,324 | |||
Net Income (loss) | (290,055) | |||
[custom:CommonStockAndWarrantsSharesIssuedForCash] | 668,594 | |||
Ending balance, value at Mar. 31, 2022 | $ 123 | 2,398,547 | (1,620,616) | |
Common Stock, Shares, Outstanding, Ending Balance at Mar. 31, 2022 | 1,232,324 | |||
Beginning balance, value at Dec. 31, 2021 | $ 123 | 2,398,547 | (1,330,561) | |
Common Stock, Shares, Outstanding, Beginning Balance at Dec. 31, 2021 | 1,232,324 | |||
Ending balance, value at Sep. 30, 2022 | $ 198 | 13,185,905 | (3,613,489) | |
Common Stock, Shares, Outstanding, Ending Balance at Sep. 30, 2022 | 1,976,749 | |||
Beginning balance, value at Mar. 31, 2022 | $ 123 | 2,398,547 | (1,620,616) | |
Common Stock, Shares, Outstanding, Beginning Balance at Mar. 31, 2022 | 1,232,324 | |||
Net Income (loss) | (841,998) | |||
Common stock and warrants issued for cash | 67 | 10,962,970 | (100,001) | |
Placement agent fee | (1,096,309) | |||
Ending balance, value at Jun. 30, 2022 | $ 190 | 12,265,208 | (100,001) | (2,462,614) |
Common Stock, Shares, Outstanding, Ending Balance at Jun. 30, 2022 | 1,900,918 | |||
Net Income (loss) | (1,150,875) | |||
Stock Issued During Period, Value, Conversion of Convertible Securities, Net of Adjustments | $ 2 | (2) | ||
Warrants exercised for cash, shares | 19,393 | |||
Common stock issued for cash | $ 6 | 1,022,994 | 100,001 | |
Placement agent fee | (102,295) | |||
Ending balance, value at Sep. 30, 2022 | $ 198 | 13,185,905 | (3,613,489) | |
Common Stock, Shares, Outstanding, Ending Balance at Sep. 30, 2022 | 1,976,749 | |||
Stock Issued During Period, Shares, New Issues | 56,438 | |||
Warrants converted to common stock | $ 2 | $ (2) |
Condensed Consolidated unaudi_2
Condensed Consolidated unaudited Statements of Cash Flows Nine Months (unaudited) - USD ($) | 3 Months Ended | 4 Months Ended | 7 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||||
Net Income (loss) | $ 202,269 | $ (721) | $ (144,837) | $ (513,045) | |||||
Changes in operating assets and liabilities: | |||||||||
Net cash used in operating activities | (174) | (300,944) | (587,016) | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||
NET CASH USED IN INVESTING ACTIVITIES | 0 | (65,000,000) | (195,262) | ||||||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||
Proceeds from sale of common stock and warrants | 25,000 | 25,000 | 0 | ||||||
NET CASH PROVIDED BY FINANCING ACTIVITIES | 9,855 | 65,827,569 | 433,334 | ||||||
CASH - BEGINNING OF PERIOD | $ 0 | 0 | |||||||
CASH - END OF PERIOD | 0 | 0 | 0 | $ 0 | |||||
Cardio Diagnostics Member During Reverse Merger [Member] | |||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||||
Net Income (loss) | (1,150,875) | (290,055) | $ (193,751) | $ (140,272) | (2,282,928) | $ (429,477) | |||
Adjustments to reconcile net loss to net cash used in operating activities | |||||||||
Amortization | 4,000 | 4,000 | 12,000 | 12,000 | |||||
Write-off of acquisition related expense | 112,534 | ||||||||
Stock-based compensation expense | 60,000 | ||||||||
Adjustment to patent deposits contributed by shareholders | (3,279) | ||||||||
Changes in operating assets and liabilities: | |||||||||
Accounts receivable | 901 | ||||||||
Prepaid expenses and other current assets | (39,569) | (8,799) | |||||||
Deposits | (4,950) | ||||||||
Accounts payable and accrued expenses | 231,309 | (3,990) | |||||||
Net cash used in operating activities | (1,970,703) | (373,545) | |||||||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||
Deposit for acquisition | (250,000) | ||||||||
Repayment of deposit for acquisition | 137,466 | ||||||||
Payments for notes receivable | (433,334) | ||||||||
Patent costs incurred | (69,621) | (68,748) | |||||||
NET CASH USED IN INVESTING ACTIVITIES | (365,489) | (318,748) | |||||||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||
Proceeds from sale of common stock and warrants | 11,986,037 | 1,125,000 | |||||||
Payments of placement agent fee | (1,198,604) | (95,000) | |||||||
Proceeds from stock to be issued | 105,000 | ||||||||
NET CASH PROVIDED BY FINANCING ACTIVITIES | 10,787,433 | 1,135,000 | |||||||
NET INCREASE IN CASH | 8,451,241 | 442,707 | |||||||
CASH - BEGINNING OF PERIOD | $ 512,767 | $ 237,087 | 512,767 | 237,087 | 237,087 | ||||
CASH - END OF PERIOD | $ 8,964,008 | $ 679,794 | $ 679,794 | $ 512,767 | 8,964,008 | 679,794 | $ 512,767 | ||
Cash paid during the period for: | |||||||||
Interest | |||||||||
Non-cash investing and financing activities: | |||||||||
Common stock issued for SAFE agreements | $ 451,471 |
Consolidated Balance Sheets 202
Consolidated Balance Sheets 2020 and 2021 - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash | $ 526,625 | |
Total current assets | 806,682 | |
Long-term assets | ||
Total assets | 65,807,166 | |
Current liabilities | ||
Total Liabilities | 124,434 | |
Stockholders' equity | ||
Common stock, $0.00001 par value; 300,000,000 shares authorized; 1,625,000 issued and outstanding as of September 30, 2022 and December 31, 2021 (excluding 6,500,000 shares subject to possible redemption) | 16 | |
Additional paid-in capital | 827,553 | |
Accumulated deficit | (144,837) | |
Total Stockholders' Equity (Deficit) | 682,732 | |
Total Liabilities, Equity, and Stockholders' Equity (Deficit) | 65,807,166 | |
Cardio Diagnostics [Member] | ||
Current assets | ||
Cash | 512,767 | $ 237,087 |
Deposit for acquisition | 250,000 | |
Accounts receivable | 901 | |
Prepaid expenses and other current assets | 39,839 | 8,830 |
Total current assets | 803,507 | 245,917 |
Long-term assets | ||
Intangible assets, net | 53,333 | 69,333 |
Patent costs | 245,154 | 131,125 |
Total assets | 1,101,994 | 446,375 |
Current liabilities | ||
Accounts payable and accrued expenses | 33,885 | 39,539 |
Stock to be issued | 0 | 346,471 |
Total Liabilities | 33,885 | 386,010 |
Stockholders' equity | ||
Common stock, $0.00001 par value; 300,000,000 shares authorized; 1,625,000 issued and outstanding as of September 30, 2022 and December 31, 2021 (excluding 6,500,000 shares subject to possible redemption) | 1,232 | 1,050 |
Additional paid-in capital | 2,397,438 | 769,428 |
Accumulated deficit | (1,330,561) | (710,113) |
Total Stockholders' Equity (Deficit) | 1,068,109 | 60,365 |
Total Liabilities, Equity, and Stockholders' Equity (Deficit) | $ 1,101,994 | $ 446,375 |
Consolidated Balance Sheets 2_2
Consolidated Balance Sheets 2020 and 2021 (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Common stock, par value | $ 0.00001 | |
Common stock, shares authorized | 300,000,000 | |
Common stock, shares authorized | 1,625,000 | |
Common stock, shares authorized | 1,625,000 | |
Cardio Diagnostics [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 2,300,000 | 2,300,000 |
Common stock, shares authorized | 1,232,324 | 1,050,318 |
Common stock, shares authorized | 1,232,324 | 1,050,318 |
Consolidated Statements of Oper
Consolidated Statements of Operations 2020 and 2021 - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cardio Diagnostics [Member] | ||
Revenue | $ 901 | |
Operating expenses | ||
Sales and marketing | 103,318 | 5,476 |
Research and development | 31,468 | 1,500 |
General and administrative expenses | 470,563 | 591,521 |
Amortization | 16,000 | 10,667 |
Total operating expenses | 621,349 | 609,164 |
Loss from Operations | (620,448) | (609,164) |
Other income | ||
Other income | 4,000 | |
Income (Loss) before income taxes | (620,448) | (605,164) |
Provision for income taxes | 0 | 0 |
Net Income (loss) | $ (620,448) | $ (605,164) |
Consolidated Statements of Op_2
Consolidated Statements of Operations 2020 and 2021 (Parenthetical) - Cardio Diagnostics [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share, Basic | $ (0.53) | $ (0.58) |
Earnings Per Share, Diluted | $ (0.53) | $ (0.58) |
Weighted Average Number of Shares Outstanding, Basic | 1,163,222 | 1,035,403 |
Weighted Average Number of Shares Outstanding, Diluted | 1,163,222 | 1,035,403 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Deficit) 2020 and 2021 - Cardio Diagnostics [Member] - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] |
Beginning balance, value at Dec. 31, 2019 | $ (104,949) | ||
Common Stock, Shares, Outstanding, Beginning Balance at Dec. 31, 2019 | |||
Common stock issued to members per contribution agreement | $ 1,000 | ||
Stock Issued During Period, Shares, Issued for Services | 5,565 | ||
Common stock issued for intangible assets | $ 5 | 79,995 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | 44,753 | ||
[custom:CommonStockIssuedToMembersSharesPerContributionAgreement] | 1,000,000 | ||
Stock-based compensation | $ 45 | 588,218 | |
Adjustment to patent deposits contributed by shareholders | 101,215 | ||
Net Income (loss) | (605,164) | ||
Ending balance, value at Dec. 31, 2020 | $ 1,050 | 769,428 | (710,113) |
Common Stock, Shares, Outstanding, Ending Balance at Dec. 31, 2020 | 1,050,318 | ||
Beginning balance, value at Dec. 31, 2020 | $ 1,050 | 769,428 | (710,113) |
Common Stock, Shares, Outstanding, Beginning Balance at Dec. 31, 2020 | 1,050,318 | ||
Beginning balance, value at Dec. 31, 2020 | $ 1,050 | 769,428 | (710,113) |
Common Stock, Shares, Outstanding, Beginning Balance at Dec. 31, 2020 | 1,050,318 | ||
[custom:SafeAgreementsSharesConvertedToCommonStock] | 39,786 | ||
SAFE agreements converted to common stock | $ 40 | 451,431 | |
Stock Issued During Period, Shares, New Issues | 91,761 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | 50,450 | ||
Stock-based compensation | $ 50 | 59,950 | |
Adjustment to patent deposits contributed by shareholders | (3,279) | ||
Net Income (loss) | (620,448) | ||
Common stock issued for cash | 92 | 1,224,908 | |
Placement agent fee | (105,000) | ||
Ending balance, value at Dec. 31, 2021 | $ 1,232 | 2,397,438 | (1,330,561) |
Common Stock, Shares, Outstanding, Ending Balance at Dec. 31, 2021 | 1,232,315 | ||
Ending balance, value at Dec. 31, 2021 | $ 1,232 | 2,397,438 | (1,330,561) |
Common Stock, Shares, Outstanding, Ending Balance at Dec. 31, 2021 | 1,232,315 | ||
Beginning balance, value at Dec. 31, 2021 | $ 1,232 | $ 2,397,438 | $ (1,330,561) |
Common Stock, Shares, Outstanding, Beginning Balance at Dec. 31, 2021 | 1,232,315 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows 2020 and 2021 - USD ($) | 7 Months Ended | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net Income (loss) | $ (144,837) | $ (513,045) | ||
Changes in operating assets and liabilities: | ||||
Net cash used in operating activities | (300,944) | (587,016) | ||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
NET CASH USED IN INVESTING ACTIVITIES | (65,000,000) | (195,262) | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Proceeds from issuance of common stock to sponsor | 25,000 | 0 | ||
NET CASH PROVIDED BY FINANCING ACTIVITIES | 65,827,569 | 433,334 | ||
CASH - BEGINNING OF PERIOD | 0 | |||
CASH - END OF PERIOD | 0 | 0 | $ 0 | |
Cardio Diagnostics [Member] | ||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net Income (loss) | (620,448) | $ (605,164) | ||
Adjustments to reconcile net loss to net cash used in operating activities | ||||
Amortization | 16,000 | 10,667 | ||
Stock-based compensation expense | 60,000 | 589,263 | ||
Adjustment to patent deposits contributed by shareholders | (3,279) | |||
Changes in operating assets and liabilities: | ||||
Accounts receivable | (901) | |||
Prepaid expenses and other current assets | (31,009) | (8,067) | ||
Accounts payable and accrued expenses | (5,654) | 39,160 | ||
Net cash used in operating activities | (585,291) | 25,859 | ||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Deposit for acquisition | (250,000) | |||
Patent costs incurred | (114,029) | (29,910) | ||
NET CASH USED IN INVESTING ACTIVITIES | (364,029) | (29,910) | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Proceeds from issuance of common stock to sponsor | 1,120,000 | |||
Proceeds from stock to be issued | 105,000 | 300,000 | ||
Payments on stock to be issued | (60,000) | |||
NET CASH PROVIDED BY FINANCING ACTIVITIES | 1,225,000 | 240,000 | ||
NET INCREASE IN CASH | 275,680 | 235,949 | ||
CASH - BEGINNING OF PERIOD | $ 512,767 | 237,087 | 1,138 | |
CASH - END OF PERIOD | $ 512,767 | 512,767 | 237,087 | |
Cash paid during the year for: | ||||
Interest | ||||
Non-cash investing and financing activities: | ||||
Common stock issued for intangible assets | 80,000 | |||
Patent deposits contributed by shareholders | 101,215 | |||
Common stock issued for SAFE agreements | $ 451,471 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 7 Months Ended | 9 Months Ended |
Dec. 31, 2021 | Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Organization and General Mana Capital Acquisition Corp. (the “Company”) was incorporated in Delaware on May 19, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2021, the Company had not commenced any operations. All activity for the period from May 19, 2021 (inception) through December 31, 2021 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. Financing The registration statement for the Company’s Initial Public Offering (the “Registration Statement”) was declared effective on November 22, 2021. On November 26, 2021, the Company consummated the Initial Public Offering (“IPO”) of 6,200,000 10.00 62,000,000 Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 2,500,000 1.00 2,500,000 In connection with the Initial Public Offering, the underwriters were granted a 45-day option from the date of the prospectus (the “Over-Allotment Option”) to purchase up to 930,000 300,000 10.00 3,000,000 75,000 Trust account Following the closing of the Initial Public Offering on December 31, 2021, an amount of $ 62,000,000 10.00 3,000,000 65,000,000 The funds held in the Trust Account may be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination or (ii) the distribution of the Trust Account, as described below. Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account). The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Upon the closing of the Initial Public Offering, management has agreed that an amount equal to at least $10.00 per Unit sold in the Initial Public Offering, including proceeds of the Private Placement Warrants, will be held in a trust account (“Trust Account”), located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below. The Company will provide the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer in connection with the Business Combination. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants or rights. All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Company’s Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation (the “Certificate of Incorporation”). In accordance with the rules of the U.S. Securities and Exchange Commission (the “SEC”) and its guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of a company require common stock subject to redemption to be classified outside of permanent equity. While redemptions cannot cause the Company’s net tangible assets to fall below $ 5,000,001 If the Company seeks stockholder approval of the Business Combination, the Company will proceed with a Business Combination if a majority of the outstanding shares voted are voted in favor of the Business Combination, or such other vote as required by law or stock exchange rule. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its second amended and restated certificate of incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Certificate of Incorporation will provide that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The holders of the Founder Shares have agreed (a) to waive their redemption rights with respect to the Founder Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. If the Company has not completed a Business Combination within nine months from the closing of the Initial Public Offering, or up to 21 months in accordance with the terms of the Company’s Amended and Restated Certificate of Incorporation (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The holders of the Founders Shares have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the holders of Founder Shares acquire Public Shares in or after the Proposed Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Proposed Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per public Share due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Proposed Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Capital Resource As of December 31, 2021, the Company had $ 526,625 Prior to the Initial Public Offering, the Company’s liquidity needs had been satisfied through a loan under an unsecured promissory note from the Sponsor of up to $ 200,000 125,547 Upon the closing of the Initial Public Offering on November 26, 2021, an amount of $ 62,000,000 300,000 10.00 3,000,000 In order to finance transaction costs in connection with a Business Combination, the initial shareholders or affiliates of the initial shareholders or certain of the Company’s officers and directors may, but are not obligated to, provide the Company working capital loans, as defined below (see Note 5). To date, there were no amounts outstanding under any working capital loans. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, close of the Proposed Public Offering and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. | NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Organization and General Cardio Diagnostics Holdings, Inc., formerly known as Mana Capital Acquisition Corp. (the “Company”), was incorporated in Delaware on May 19, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. Business Combination On May 27, 2022, Mana Capital Acquisition Corp., a Delaware corporation (“Mana”), and Mana Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Mana (“Merger Sub”), entered into an Agreement and Plan of Merger, as amended by Amendment No. 1 to the Agreement, dated September 15, 2022 (the “Business Combination Agreement”), with Cardio Diagnostics, Inc., a Delaware corporation (“Legacy Cardio”), and Meeshanthini Dogan, PhD, as the “Shareholders’ Representative.” On October 25, 2022, Mana held a special meeting of its stockholders at which Mana’s stockholders voted to approve the proposals outlined in the final prospectus and definitive proxy statement, filed with the Securities and Exchange Commission (the “SEC”) on October 7, 2022 (the “Proxy Statement/Prospectus”), including, among other things, the adoption of the Business Combination Agreement. On October 25, 2022 (the “Closing Date”), as contemplated by the Business Combination Agreement and described in the section of the Proxy Statement/Prospectus entitled “Proposal No. 1 – The Business Combination Proposal” beginning on the page 70 of the Proxy Statement/Prospectus, Mana consummated the transactions contemplated by the Business Combination Agreement, whereby Merger Sub merged with and into Legacy Cardio, with Legacy Cardio continuing as the surviving corporation, resulting in Legacy Cardio becoming a wholly-owned subsidiary of the Company (the “Merger” and, together with the other transactions contemplated by the Business Combination Agreement, the “Business Combination”). Pursuant to the Business Combination Agreement the Company issued the following securities, all of which were registered on the Form S-4 registration statement that was declared effective by the SEC on October 6, 2022: • holders of conversion rights issued as a component of units in Mana’s initial public offering (the “Public Rights”) were issued an aggregate of 928,571 0.00001 • holders of existing shares of common stock of Legacy Cardio and the holder of equity rights of Legacy Cardio (together, the “Legacy Cardio Stockholders”) received an aggregate of 6,883,306 exchange ratio of 3.427259 pursuant to the Merger Agreement • the Legacy Cardio Stockholders received, in addition, an aggregate of 43,334 433,334 • each Legacy Cardio option that was outstanding immediately prior to the effective time of the Merger (the “Effective Time”), each of which was unvested prior to the Closing (the “Legacy Cardio Stock Options”), was assumed by the Company and converted into an option to purchase that number of shares of the Company’s Common Stock calculated based on the Exchange Ratio; accordingly, holders of Legacy Cardio Options received options to acquire 1,759,600 • each Legacy Cardio warrant that was outstanding immediately prior to the Effective Time (the “Legacy Cardio Warrants”) was assumed by the Company and converted into a warrant to purchase that number of shares of the Company’s Common Stock calculated based on the Exchange Ratio; accordingly, holders of Legacy Cardio Warrants received warrants to acquire 2,204,627 In connection with the Special Meeting and the Business Combination, the holders of 6,465,452 10.10 65,310,892 Immediately after giving effect to the Business Combination, there were 9,514,743 72.80 • Mana public stockholders (excluding Mana Capital, LLC, the SPAC sponsor (the “Sponsor”), and Mana’s former officers and directors) own 34,548 • the Sponsor, Mana’s former officers and directors and certain permitted transferees own 1,625,000 • holders of Mana public rights own 928,571 • Legacy Cardio Stockholders own 6,926,624 The units Mana sold in its initial public offering (the “IPO”) in November 2021 (the “Units”) (MAAQU) separated into their component securities upon consummation of the Business Combination and, as a result, no longer trade as a separate security and were delisted from the Nasdaq Stock Market LLC (“Nasdaq”). In addition, in connection with the Business Combination, Mana’s Public Rights to receive 1/7th of one share of the Company’s Common Stock (MAAQR), issued as a component of its Units, were converted into 928,571 Earnout Shares A portion of the total merger consideration is subject to an earnout over a four-year period following the Closing (the “Earnout Period”). Upon certain triggering events that occur during the Earnout Period, Legacy Cardio Stockholders (referred to below as the “Stockholder Earnout Group”) are entitled to receive up to an additional 1,000,000 • one-quarter of the Earnout Shares will be issued to each member of the Stockholder Earnout Group, as defined in the Merger Agreement (“Stockholder Earnout Group”) on a pro rata • in addition to the issuance of Earnout Shares contemplated by the immediately preceding clause bullet, an additional one-quarter of the Earnout Shares will be issued to each member of the Stockholder Earnout Group on a pro rata • in addition to the issuance of Earnout Shares contemplated by the immediately preceding bullets, an additional one-quarter of the Earnout Shares will be issued to each member of the Stockholder Earnout Group on a pro rata • in addition to the issuance of Earnout Shares contemplated by the immediately preceding bullets, an additional one-quarter of the Earnout Shares will be issued to each member of the Stockholder Earnout Group on a pro rata Each Triggering Event described above will only occur once, if at all, and in no event will the Stockholder Earnout Group be entitled to receive more than an aggregate of 1,000,000 Earnout Shares. Mana Redemptions and Conversion of Rights In connection with the Mana stockholder vote on the Business Combination, Mana stockholders redeemed an aggregate of 6,465,452 65,310,892 The foregoing description of the Business Combination does not purport to be complete and is qualified in its entirety by the full text of the Business Combination Agreement, which is attached as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company on October 31, 2022 and is incorporated herein by reference. Business Prior to the Business Combination As of September 30, 2022 and December 31, 2021, the Company had not commenced any operations. All activity for the nine months ended September 30, 2022 and for the period from May 19, 2021 (inception) through December 31, 2021 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. Financing The registration statement for the Company’s Initial Public Offering (the “Registration Statement”) was declared effective on November 22, 2021. On November 26, 2021, the Company consummated the Initial Public Offering (“IPO”) of 6,200,000 10.00 62,000,000 Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 2,500,000 1.00 2,500,000 In connection with the Initial Public Offering, the underwriters were granted a 45-day option from the date of the prospectus (the “Over-Allotment Option”) to purchase up to 930,000 300,000 10.00 3,000,000 75,000 Trust Account Following the closing of the Initial Public Offering on November 26, 2021, an amount of $ 62,000,000 10.00 3,000,000 65,000,000 The funds held in the Trust Account may be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination or (ii) the distribution of the Trust Account, as described below. Going Concern Consideration The Company expects to incur significant costs in pursuit of its financing and acquisition plans. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that if the Company is unsuccessful in consummating an initial Business Combination within the prescribed period of time from the closing of the IPO, the requirement that the Company cease all operations, redeem the public shares and thereafter liquidate and dissolve raises substantial doubt about the ability to continue as a going concern. The balance sheet does not include any adjustments that might result from the outcome of this uncertainty. Management has determined that the Company has funds that are sufficient to fund the working capital needs of the Company until the consummation of an initial Business Combination or the winding up of the Company as stipulated in the Company’s amended and restated memorandum of association. The accompanying financial statement has been prepared inconformity with generally accepted accounting principles in the United States of America (“GAAP”), which contemplate continuation of the Company as a going concern. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, close of the Proposed Public Offering and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 7 Months Ended | 9 Months Ended |
Dec. 31, 2021 | Sep. 30, 2022 | |
Accounting Policies [Abstract] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying audited financial statement is presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash of $ 526,625 no Cash held in Trust Account At December 31, 2021, the Company had $ 65,000,484 The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 320 “Investments — Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheet and adjusted for the amortization or accretion of premiums or discounts. Offering Costs associated with a Public Offering The Company complies with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering.” Offering costs of $397,431 consist principally of costs such as legal, accounting and other advisory fees incurred in connection with the Initial Public Offering. Such, costs were charged to stockholders’ equity upon completion of the Initial Public Offering. Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) ASC 480 “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, whether they meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. (See Note 9). Common stock subject to possible redemption The Company accounts for its shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable shares of common stock (including shares of common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, shares are classified as stockholders’ equity. The Company’s shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of December 31, 2021, common stock subject to possible redemption are presented at redemption value of $10.00 per share as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital or accumulated deficit if additional paid in capital equals to zero. Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is incorporated in the State of Delaware and is required to pay franchise taxes to the State of Delaware on an annual basis. The franchise tax of $ 124,434 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements” approximates the carrying amounts represented in the balance sheet, partially due to their short-term nature. Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Net Income (Loss) per Share The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. In order to determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss) allocable to both the redeemable common stock and non-redeemable common stock and the undistributed income (loss) is calculated using the total net loss less any dividends paid. The Company then allocated the undistributed income (loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable common stock. As of December 31, 2021, the Company has not considered the effect of the warrants sold in the Initial Public Offering in the calculation of diluted net income (loss) per share, since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive and the Company did not have any other dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted income (loss) per share is the same as basic (income) loss per share for the period presented. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC, and include all normal and recurring adjustments that management of the Company considers necessary for a fair presentation of its financial position and operation results. Interim results are not necessarily indicative of results to be expected for any other interim period or for the full year. The information included in this Form 10-Q should be read in conjunction with information included in the Company’s annual report on Form 10-K for the year ended December 31, 2021, filed with the Securities and Exchange Commission on March 31, 2022. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash of $ 177,681 526,625 no Cash Held in Trust Account At September 30, 2022 and December 31, 2021, the Company had $ 65,573,383 65,000,484 The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 320 “Investments — Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheet and adjusted for the amortization or accretion of premiums or discounts. Offering Costs Associated with a Public Offering The Company complies with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering.” Offering costs of $397,431 consist principally of costs such as legal, accounting and other advisory fees incurred in connection with the Initial Public Offering. Such, costs were charged to stockholders’ equity upon completion of the Initial Public Offering. Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) ASC 480 “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, whether they meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. (See Note 9). Common Stock Subject to Possible Redemption The Company accounts for its shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable shares of common stock (including shares of common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, shares are classified as stockholders’ equity. The Company’s shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of September 30, 2022 and December 31, 2021, common stock subject to possible redemption are presented at redemption value of $10.00 per share as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital or accumulated deficit if additional paid in capital equals to zero. Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740 “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. In assessing realizable deferred tax assets, management assesses the likelihood that deferred tax assets will be recovered from future taxable income, and to the extent that recovery is not likely or there is insufficient operating history, a valuation allowance is established. The Company adjusts the valuation allowance in the period management determines it is more likely than not that net deferred tax assets will or will not be realized. As of September 30, 2022, the Company determined that a valuation allowance should be established. As of September 30, 2022 and December 31, 2021, the Company did not recognize any assets or liabilities relative to uncertain tax positions. Interest or penalties, if any, will be recognized in income tax expense. Since there are no significant unrecognized tax benefits as a result of tax positions taken, there are no accrued penalties or interest. Tax positions are positions taken in a previously filed tax return or positions expected to be taken in a future tax return that are reflected in measuring current or deferred income tax assets and liabilities reported in the financial statements. The Company reflects tax benefits, only if it is more likely than not that the Company will be able to sustain the tax return position, based on its technical merits. If a tax benefit meets this criterion, it is measured and recognized based on the largest amount of benefit that is cumulatively greater than 50% likely to be realized. Management does not believe that there are any uncertain tax positions at September 30, 2022 and December 31, 2021. The Company may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is incorporated in the State of Delaware and is required to pay franchise taxes to the State of Delaware on an annual basis. The franchise tax of $ 150,000 124,434 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements” approximates the carrying amounts represented in the balance sheet, partially due to their short-term nature. Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: · Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; · Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and · Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Net Income (Loss) per Share The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. In order to determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss) allocable to both the redeemable common stock and non-redeemable common stock and the undistributed income (loss) is calculated using the total net loss less any dividends paid. The Company then allocated the undistributed income (loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable common stock. Any remeasurement of the accretion to redemption value of the common stock subject to possible redemption was considered to be dividends paid to the public stockholders. For the nine months ended September 30, 2022, the Company has not considered the effect of the warrants sold in the Initial Public Offering in the calculation of diluted net income (loss) per share, since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive and the Company did not have any other dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted income (loss) per share is the same as basic (income) loss per share for the period presented. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 7 Months Ended | 9 Months Ended |
Dec. 31, 2021 | Sep. 30, 2022 | |
Initial Public Offering | ||
INITIAL PUBLIC OFFERING | NOTE 3 — INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering on November 26, 2021, the Company sold 6,200,000 10.00 930,000 300,000 10.00 3,000,000 The remaining 630,000 1,697,431 1,300,000 397,431 Each unit has an offering price of $10.00 and consists of one share of the Company’s common stock and one-half of one redeemable warrant and one right entitling the holder thereof to receive one-seventh (1/7) of a share of common stock upon consummation of the initial business combination. The Company will not issue fractional shares. As a result, the warrants must be exercised in multiples of one whole warrant. Each whole warrant entitles the holder thereof to purchase one share of the Company’s common stock at a price of $ 11.50 All of the 6,500,000 | NOTE 3 — INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering on November 26, 2021, the Company sold 6,200,000 10.00 930,000 300,000 10.00 3,000,000 11.50 The remaining 630,000 1,697,431 1,300,000 397,431 Each Unit had an offering price of $10.00 and consisted of one share of the Company’s common stock and one-half of one redeemable warrant and one right entitling the holder thereof to receive one-seventh (1/7) of a share of common stock upon consummation of the initial business combination. The Company will not issue fractional shares. As a result, the warrants must be exercised in multiples of one whole warrant. Each whole warrant entitles the holder thereof to purchase one share of the Company’s common stock at a price of $ 11.50 All of the 6,500,000 |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 7 Months Ended | 9 Months Ended |
Dec. 31, 2021 | Sep. 30, 2022 | |
Private Placement | ||
PRIVATE PLACEMENT | NOTE 4 — PRIVATE PLACEMENTS Simultaneously with the closing of the Initial Public Offering, the Company consummated the private sale (the “Private Placement”) to the Sponsor of an aggregate of 2,500,000 1.00 2,500,000 11.50 A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will be worthless. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. | NOTE 4 — PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Company consummated the private sale (the “Private Placement”) to the Sponsor of an aggregate of 2,500,000 1.00 2,500,000 11.50 A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will be worthless. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. |
RELATED PARTIES
RELATED PARTIES | 7 Months Ended | 9 Months Ended |
Dec. 31, 2021 | Sep. 30, 2022 | |
Related Party Transactions [Abstract] | ||
RELATED PARTIES | NOTE 5 — RELATED PARTIES Founder Shares On June 22, 2021, the Sponsor received 1,437,500 25,000 62,500 50,000 1,550,000 232,500 75,000 As of December 31, 2021, there were 1,625,000 25,000 The number of Founder Shares issued was determined based on the expectation that such Founder Shares would represent 20% of the outstanding shares upon completion of the Initial Public Offering. The holders of the Founder Shares have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) six months after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property. Promissory Note — Related Party On June 11, 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $ 200,000 125,547 Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $2,400,000 of the notes may be converted upon completion of a Business Combination into warrants at a price of $1.00 per warrant. | NOTE 5 — RELATED PARTIES Founder Shares On June 22, 2021, the Sponsor received 1,437,500 25,000 62,500 50,000 1,550,000 232,500 75,000 As of September 30, 2022, there were 1,625,000 25,000 The number of Founder Shares issued was determined based on the expectation that such Founder Shares would represent 20% of the outstanding shares upon completion of the Initial Public Offering. The holders of the Founder Shares have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) six months after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $2,400,000 of the notes may be converted upon completion of a Business Combination into warrants at a price of $1.00 per warrant. |
INVESTMENTS HELD IN TRUST ACCOU
INVESTMENTS HELD IN TRUST ACCOUNT | 7 Months Ended | 9 Months Ended |
Dec. 31, 2021 | Sep. 30, 2022 | |
Investments, All Other Investments [Abstract] | ||
INVESTMENTS HELD IN TRUST ACCOUNT | NOTE 6 — INVESTMENTS HELD IN TRUST ACCOUNT As of December 31, 2021, assets held in the Trust Account were comprised of $ 65,000,484 The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Schedule of Fair value assets measured on recurring basis Description Level December 31, 2021 Assets: Trust Account – U.S. Treasury Securities Mutual funds 1 $ 65,000,484 | NOTE 6 — INVESTMENTS HELD IN TRUST ACCOUNT As of September 30, 2022 and December 31, 2021, assets held in the Trust Account were comprised of $ 65,573,383 65,000,484 The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Schedule of Fair value assets measured on recurring basis Description Level September 30, 2022 December 31, 2021 Assets: Trust Account - U.S. Treasury Securities Mutual Funds 1 $ 65,573,383 $ 65,000,484 |
PROMISSORY NOTES
PROMISSORY NOTES | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
PROMISSORY NOTES | NOTE 7 — PROMISSORY NOTES On August 23, 2022, an aggregate of $ 216,667 216,667 433,334 Legacy Cardio loaned the Extension Payments to the Company in order to support the Extension and caused the Extension Payments to be deposited in the Company’s Trust Account for the benefit of its public stockholders. On August 23, 2022 and September 23, 2022, the Company issued to Legacy Cardio promissory notes in the aggregate principal amount equal to the Extension Payments. The promissory notes were non-interest bearing and payable on the earlier of (a) the date that the Company consummates the Business Combination or (b) the termination of the Merger Agreement. Upon consummation of the Business Combination, the principal amount of the notes shall be converted into common stock of the Company at a conversion price of $ 10.00 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 7 Months Ended | 9 Months Ended |
Dec. 31, 2021 | Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
COMMITMENTS AND CONTINGENCIES | NOTE 7— COMMITMENTS AND CONTINGENCIES Registration Rights The Company entered into a registration rights agreement with its founders, officers, directors or their affiliates upon the effective date of the Initial Public Offering pursuant to which the Company is required to register any shares of common stock, warrants (including working capital warrants), and shares underlying such warrants, that are not then covered by an effective registration statement. The holders of these securities will be entitled to make up to two demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the Initial Public Offering to purchase up to 930,000 300,000 2.00 1,300,000 | NOTE 8— COMMITMENTS AND CONTINGENCIES Registration Rights The Company entered into a registration rights agreement with its founders, officers, directors or their affiliates prior to or on the effective date of the Initial Public Offering pursuant to which the Company is required to register any shares of common stock, warrants (including working capital warrants), and shares underlying such warrants, that are not then covered by an effective registration statement. The holders of these securities are entitled to make up to two demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the Initial Public Offering to purchase up to 930,000 300,000 2.00 1,300,000 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 7 Months Ended | 9 Months Ended |
Dec. 31, 2021 | Sep. 30, 2022 | |
Equity [Abstract] | ||
STOCKHOLDERS’ EQUITY | NOTE 8 — STOCKHOLDERS’ EQUITY Preferred Stock 100,000,000 0.00001 no Common Stock 300,000,000 0.00001 6,500,000 Rights Warrants The Company will not be obligated to deliver any shares of Common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Common stock is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of residence of the exercising holder, or an exemption from registration is available. The Company has agreed that as soon as practicable, but in no event later than 30 days after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file, and within 90 days following a Business Combination to have declared effective, a registration statement covering the issuance of the shares of Common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Common stock until the warrants expire or are redeemed. Notwithstanding the above, if the Common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of Warrants When the Price per Share of Common stock Equals or Exceeds $ 18.00 · in whole and not in part; · upon a minimum of 30 days’ prior written notice of redemption, or the 30-day redemption period to each warrant holder; and · if, and only if, the last reported sale price of the Common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganization, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to warrant holders. The redemption price for the warrants shall be either (i) if the holder of a warrant has followed the procedures specified in our notice of redemption and surrendered the warrant, the number of shares of common stock as determined in accordance with the “cashless exercise” provisions of the warrant agreement or (ii) if the holder of a warrant has not followed such procedures specified in our notice of redemption, the price of $ 0.01 If the Company calls the warrants for redemption, all holders that wish to exercise warrants can do so by paying the cash exercise price or on a “cashless” basis. If a holder elects to exercise the warrant on a “cashless” basis, such a holder would pay the exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of our common stock for the 5 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Alternatively, a warrant holder may request that we redeem his, her or its warrants by surrendering such warrants and receiving the redemption price of such number of shares of common stock determined as if the warrants were exercised on a “cashless” basis. If the holder neither exercises his, her or its warrants nor requests redemption on a “cashless” basis, then on or after the redemption date, a record holder of a warrant will have no further rights except to receive the cash redemption price of $0.01 for such holder’s warrant upon surrender of such warrant. The right to exercise the warrant will be forfeited unless the warrants are exercised prior to the date specified in the notice of redemption. The exercise price and number of common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. The Private Placement Warrants are be identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Common stock issuable upon the exercise of the Private Placement Warrants are not transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. The Company accounts for the 5,750,000 3,250,000 2,500,000 | NOTE 9 — STOCKHOLDERS’ EQUITY Preferred Stock 100,000,000 0.00001 no Common Stock 300,000,000 0.00001 1,625,000 6,500,000 Rights Warrants The Company will not be obligated to deliver any shares of common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of common stock is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of residence of the exercising holder, or an exemption from registration is available. The Company has agreed that as soon as practicable, but in no event later than 30 business days after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file, and within 90 days following a Business Combination to have declared effective, a registration statement covering the issuance of the shares of common stock issuable upon exercise of the Public Warrants and to maintain a current prospectus relating to those shares of common stock until the Public Warrants expire or are redeemed. In the event the registration statement has not been declared effective by the 90th day following the closing of the Merger, warrant holders will have the right, during the period beginning on the 91st day after the closing of the Merger and ending on the date the SEC declares the registration statement effective, and during any other period when the Company fails to maintain an effective registration statement covering the shares of common stock issuable upon exercise of the Public Warrants, to exercise such warrants on a “cashless basis” as determined in accordance with Section 3.3.2 of the Warrant Agreement. Redemption of Warrants When the Price per Share of common stock Equals or Exceeds $ 18.00 · in whole and not in part; · upon a minimum of 30 days’ prior written notice of redemption, or the 30-day redemption period to each warrant holder; and · if, and only if, the last reported sale price of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganization, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to warrant holders. The redemption price for the Public Warrants shall be either (i) if the holder of a Public Warrant has followed the procedures specified in our notice of redemption and surrendered the Public Warrant, the number of shares of common stock as determined in accordance with the “cashless exercise” provisions of the warrant agreement or (ii) if the holder of a warrant has not followed such procedures specified in our notice of redemption, the price of $ 0.01 If the Company calls the Public Warrants for redemption, all holders that wish to exercise such warrants can do so by paying the cash exercise price or on a “cashless” basis. If a holder elects to exercise the Public Warrant on a “cashless” basis, such a holder would pay the exercise price by surrendering the Public Warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the Public Warrants, multiplied by the difference between the exercise price of the Public Warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of our common stock for the five trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of Public Warrants. Alternatively, a warrant holder may request that we redeem his, her or its Public Warrants by surrendering such warrants and receiving the redemption price of such number of shares of common stock determined as if the Public Warrants were exercised on a “cashless” basis. If the holder neither exercises his, her or its Public Warrants nor requests redemption on a “cashless” basis, then on or after the redemption date, a record holder of a Public Warrant will have no further rights except to receive the cash redemption price of $0.01 for such holder’s Public Warrant upon surrender of such warrant. The right to exercise Public Warrants will be forfeited unless such warrants are exercised prior to the date specified in the notice of redemption. The exercise price and number of common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. The Private Placement Warrants purchased by the Sponsor at the time of the Initial Public Offering (See Note 4) are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the common stock issuable upon the exercise of the Private Placement Warrants are not transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. The Company accounts for the 5,750,000 3,250,000 2,500,000 |
NET INCOME (LOSS) PER SHARE
NET INCOME (LOSS) PER SHARE | 7 Months Ended | 9 Months Ended |
Dec. 31, 2021 | Sep. 30, 2022 | |
Basic and fully diluted income (loss) per common share: | ||
NET INCOME (LOSS) PER SHARE | NOTE 10 — NET INCOME (LOSS) PER SHARE The net income (loss) per share presented in the audited statement of operations is based on the following: Schedule of basic and diluted net loss per share For the Period From May 19, 2021 (inception) through December 31, 2021 Non- Redeemable Redeemable Common Common Stock Stock Basic and diluted net income/(loss) per share: Numerators: Net income/(loss) $ (144,837 ) $ (144,837 ) Denominators: Weighted-average shares outstanding 1,001,327 1,560,288 Basic and diluted net income/(loss) per share (0.14 ) (0.09 ) | NOTE 10 — NET INCOME (LOSS) PER SHARE The net income (loss) per share presented in the unaudited statements of operations is based on the following: Schedule of basic and diluted net loss per share For the Three Months Ended September 30, 2022 For the Nine Months Ended September 30, 2022 Redeemable Non-Redeemable Redeemable Non-Redeemable Common Stock Common Stock Common Stock Common Stock Basic and diluted net income (loss) per share: Numerators: Allocation of net income (loss) $ 161,815 $ 40,454 $ (410,436 ) $ (102,609 ) Denominators: Weighted-average shares outstanding 6,500,000 1,625,000 6,500,000 1,625,000 Basic and diluted net income (loss) per share $ 0.02 $ 0.02 $ (0.06 ) $ (0.06 ) |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 7 Months Ended | 9 Months Ended |
Dec. 31, 2021 | Sep. 30, 2022 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | NOTE 11 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the financial statement was available to be issued. Based upon this review, except as noted above, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the financial statements. | NOTE 11 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed consolidated financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements. On October 25, 2022, the Company completed its Business Combination with Cardio Diagnostics, Inc. In connection with the Business Combination, holders of 6,465,452 10.10 65.3 As of the open of trading on October 26, 2022, the Company’s common stock and Public Warrants, formerly those of Mana, began trading on The Nasdaq Capital Market under the trading symbols “CDIO” and “CDIOW,” respectively. |
PRIVATE PLACEMENTS
PRIVATE PLACEMENTS | 7 Months Ended | 9 Months Ended |
Dec. 31, 2021 | Sep. 30, 2022 | |
Private Placements | ||
PRIVATE PLACEMENTS | NOTE 4 — PRIVATE PLACEMENTS Simultaneously with the closing of the Initial Public Offering, the Company consummated the private sale (the “Private Placement”) to the Sponsor of an aggregate of 2,500,000 1.00 2,500,000 11.50 A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will be worthless. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. | NOTE 4 — PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Company consummated the private sale (the “Private Placement”) to the Sponsor of an aggregate of 2,500,000 1.00 2,500,000 11.50 A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will be worthless. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. |
INCOME TAXES
INCOME TAXES | 7 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 9 — INCOME TAXES The Company’s taxable income primarily consists of interest earned on investments held in the Trust Account. There was no income tax expense for the period from May 19, 2021 (inception) through December 31, 2021. The income tax provision (benefit) consists of the following for the period from May 19, 2021 (inception) through December 31, 2021: Schedule of Income tax provision For the Period from May 19, 2021 (inception) through December 31, 2021 Current Federal $ — State 124,434 Deferred Federal (30,416 ) State — Valuation allowance 30,416 Income tax provision $ 124,434 A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate is as follows: Schedule of Effective income tax rate reconciliation For the Period from May 19, 2021 (inception) through December 31, 2021 U.S. statutory rate 21.0 % Change in valuation allowance ( 21.0 )% The Company’s net deferred tax assets were as follows as of December 31, 2021 Schedule of deferred income tax assets Deferred tax assets: Net operating loss carryover $ 30,416 Total deferred tax assets 30,416 Valuation allowance (30,416 ) Deferred tax asset, net of allowance $ — As of December 31, 2021, the Company had $ 144,837 In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. |
Note 1 - Organization and Basis
Note 1 - Organization and Basis of Presentation | 7 Months Ended | 9 Months Ended | 24 Months Ended |
Dec. 31, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Note 1 - Organization and Basis of Presentation | NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Organization and General Mana Capital Acquisition Corp. (the “Company”) was incorporated in Delaware on May 19, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2021, the Company had not commenced any operations. All activity for the period from May 19, 2021 (inception) through December 31, 2021 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. Financing The registration statement for the Company’s Initial Public Offering (the “Registration Statement”) was declared effective on November 22, 2021. On November 26, 2021, the Company consummated the Initial Public Offering (“IPO”) of 6,200,000 10.00 62,000,000 Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 2,500,000 1.00 2,500,000 In connection with the Initial Public Offering, the underwriters were granted a 45-day option from the date of the prospectus (the “Over-Allotment Option”) to purchase up to 930,000 300,000 10.00 3,000,000 75,000 Trust account Following the closing of the Initial Public Offering on December 31, 2021, an amount of $ 62,000,000 10.00 3,000,000 65,000,000 The funds held in the Trust Account may be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination or (ii) the distribution of the Trust Account, as described below. Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account). The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Upon the closing of the Initial Public Offering, management has agreed that an amount equal to at least $10.00 per Unit sold in the Initial Public Offering, including proceeds of the Private Placement Warrants, will be held in a trust account (“Trust Account”), located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below. The Company will provide the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer in connection with the Business Combination. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants or rights. All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Company’s Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation (the “Certificate of Incorporation”). In accordance with the rules of the U.S. Securities and Exchange Commission (the “SEC”) and its guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of a company require common stock subject to redemption to be classified outside of permanent equity. While redemptions cannot cause the Company’s net tangible assets to fall below $ 5,000,001 If the Company seeks stockholder approval of the Business Combination, the Company will proceed with a Business Combination if a majority of the outstanding shares voted are voted in favor of the Business Combination, or such other vote as required by law or stock exchange rule. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its second amended and restated certificate of incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Certificate of Incorporation will provide that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The holders of the Founder Shares have agreed (a) to waive their redemption rights with respect to the Founder Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. If the Company has not completed a Business Combination within nine months from the closing of the Initial Public Offering, or up to 21 months in accordance with the terms of the Company’s Amended and Restated Certificate of Incorporation (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The holders of the Founders Shares have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the holders of Founder Shares acquire Public Shares in or after the Proposed Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Proposed Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per public Share due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Proposed Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Capital Resource As of December 31, 2021, the Company had $ 526,625 Prior to the Initial Public Offering, the Company’s liquidity needs had been satisfied through a loan under an unsecured promissory note from the Sponsor of up to $ 200,000 125,547 Upon the closing of the Initial Public Offering on November 26, 2021, an amount of $ 62,000,000 300,000 10.00 3,000,000 In order to finance transaction costs in connection with a Business Combination, the initial shareholders or affiliates of the initial shareholders or certain of the Company’s officers and directors may, but are not obligated to, provide the Company working capital loans, as defined below (see Note 5). To date, there were no amounts outstanding under any working capital loans. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, close of the Proposed Public Offering and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. | NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Organization and General Cardio Diagnostics Holdings, Inc., formerly known as Mana Capital Acquisition Corp. (the “Company”), was incorporated in Delaware on May 19, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. Business Combination On May 27, 2022, Mana Capital Acquisition Corp., a Delaware corporation (“Mana”), and Mana Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Mana (“Merger Sub”), entered into an Agreement and Plan of Merger, as amended by Amendment No. 1 to the Agreement, dated September 15, 2022 (the “Business Combination Agreement”), with Cardio Diagnostics, Inc., a Delaware corporation (“Legacy Cardio”), and Meeshanthini Dogan, PhD, as the “Shareholders’ Representative.” On October 25, 2022, Mana held a special meeting of its stockholders at which Mana’s stockholders voted to approve the proposals outlined in the final prospectus and definitive proxy statement, filed with the Securities and Exchange Commission (the “SEC”) on October 7, 2022 (the “Proxy Statement/Prospectus”), including, among other things, the adoption of the Business Combination Agreement. On October 25, 2022 (the “Closing Date”), as contemplated by the Business Combination Agreement and described in the section of the Proxy Statement/Prospectus entitled “Proposal No. 1 – The Business Combination Proposal” beginning on the page 70 of the Proxy Statement/Prospectus, Mana consummated the transactions contemplated by the Business Combination Agreement, whereby Merger Sub merged with and into Legacy Cardio, with Legacy Cardio continuing as the surviving corporation, resulting in Legacy Cardio becoming a wholly-owned subsidiary of the Company (the “Merger” and, together with the other transactions contemplated by the Business Combination Agreement, the “Business Combination”). Pursuant to the Business Combination Agreement the Company issued the following securities, all of which were registered on the Form S-4 registration statement that was declared effective by the SEC on October 6, 2022: • holders of conversion rights issued as a component of units in Mana’s initial public offering (the “Public Rights”) were issued an aggregate of 928,571 0.00001 • holders of existing shares of common stock of Legacy Cardio and the holder of equity rights of Legacy Cardio (together, the “Legacy Cardio Stockholders”) received an aggregate of 6,883,306 exchange ratio of 3.427259 pursuant to the Merger Agreement • the Legacy Cardio Stockholders received, in addition, an aggregate of 43,334 433,334 • each Legacy Cardio option that was outstanding immediately prior to the effective time of the Merger (the “Effective Time”), each of which was unvested prior to the Closing (the “Legacy Cardio Stock Options”), was assumed by the Company and converted into an option to purchase that number of shares of the Company’s Common Stock calculated based on the Exchange Ratio; accordingly, holders of Legacy Cardio Options received options to acquire 1,759,600 • each Legacy Cardio warrant that was outstanding immediately prior to the Effective Time (the “Legacy Cardio Warrants”) was assumed by the Company and converted into a warrant to purchase that number of shares of the Company’s Common Stock calculated based on the Exchange Ratio; accordingly, holders of Legacy Cardio Warrants received warrants to acquire 2,204,627 In connection with the Special Meeting and the Business Combination, the holders of 6,465,452 10.10 65,310,892 Immediately after giving effect to the Business Combination, there were 9,514,743 72.80 • Mana public stockholders (excluding Mana Capital, LLC, the SPAC sponsor (the “Sponsor”), and Mana’s former officers and directors) own 34,548 • the Sponsor, Mana’s former officers and directors and certain permitted transferees own 1,625,000 • holders of Mana public rights own 928,571 • Legacy Cardio Stockholders own 6,926,624 The units Mana sold in its initial public offering (the “IPO”) in November 2021 (the “Units”) (MAAQU) separated into their component securities upon consummation of the Business Combination and, as a result, no longer trade as a separate security and were delisted from the Nasdaq Stock Market LLC (“Nasdaq”). In addition, in connection with the Business Combination, Mana’s Public Rights to receive 1/7th of one share of the Company’s Common Stock (MAAQR), issued as a component of its Units, were converted into 928,571 Earnout Shares A portion of the total merger consideration is subject to an earnout over a four-year period following the Closing (the “Earnout Period”). Upon certain triggering events that occur during the Earnout Period, Legacy Cardio Stockholders (referred to below as the “Stockholder Earnout Group”) are entitled to receive up to an additional 1,000,000 • one-quarter of the Earnout Shares will be issued to each member of the Stockholder Earnout Group, as defined in the Merger Agreement (“Stockholder Earnout Group”) on a pro rata • in addition to the issuance of Earnout Shares contemplated by the immediately preceding clause bullet, an additional one-quarter of the Earnout Shares will be issued to each member of the Stockholder Earnout Group on a pro rata • in addition to the issuance of Earnout Shares contemplated by the immediately preceding bullets, an additional one-quarter of the Earnout Shares will be issued to each member of the Stockholder Earnout Group on a pro rata • in addition to the issuance of Earnout Shares contemplated by the immediately preceding bullets, an additional one-quarter of the Earnout Shares will be issued to each member of the Stockholder Earnout Group on a pro rata Each Triggering Event described above will only occur once, if at all, and in no event will the Stockholder Earnout Group be entitled to receive more than an aggregate of 1,000,000 Earnout Shares. Mana Redemptions and Conversion of Rights In connection with the Mana stockholder vote on the Business Combination, Mana stockholders redeemed an aggregate of 6,465,452 65,310,892 The foregoing description of the Business Combination does not purport to be complete and is qualified in its entirety by the full text of the Business Combination Agreement, which is attached as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company on October 31, 2022 and is incorporated herein by reference. Business Prior to the Business Combination As of September 30, 2022 and December 31, 2021, the Company had not commenced any operations. All activity for the nine months ended September 30, 2022 and for the period from May 19, 2021 (inception) through December 31, 2021 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. Financing The registration statement for the Company’s Initial Public Offering (the “Registration Statement”) was declared effective on November 22, 2021. On November 26, 2021, the Company consummated the Initial Public Offering (“IPO”) of 6,200,000 10.00 62,000,000 Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 2,500,000 1.00 2,500,000 In connection with the Initial Public Offering, the underwriters were granted a 45-day option from the date of the prospectus (the “Over-Allotment Option”) to purchase up to 930,000 300,000 10.00 3,000,000 75,000 Trust Account Following the closing of the Initial Public Offering on November 26, 2021, an amount of $ 62,000,000 10.00 3,000,000 65,000,000 The funds held in the Trust Account may be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination or (ii) the distribution of the Trust Account, as described below. Going Concern Consideration The Company expects to incur significant costs in pursuit of its financing and acquisition plans. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that if the Company is unsuccessful in consummating an initial Business Combination within the prescribed period of time from the closing of the IPO, the requirement that the Company cease all operations, redeem the public shares and thereafter liquidate and dissolve raises substantial doubt about the ability to continue as a going concern. The balance sheet does not include any adjustments that might result from the outcome of this uncertainty. Management has determined that the Company has funds that are sufficient to fund the working capital needs of the Company until the consummation of an initial Business Combination or the winding up of the Company as stipulated in the Company’s amended and restated memorandum of association. The accompanying financial statement has been prepared inconformity with generally accepted accounting principles in the United States of America (“GAAP”), which contemplate continuation of the Company as a going concern. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, close of the Proposed Public Offering and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. | |
Cardio Diagnostics Member During Reverse Merger [Member] | |||
Note 1 - Organization and Basis of Presentation | Note 1 - Organization and Basis of Presentation The consolidated financial statements presented are those of Cardio Diagnostics, Inc., (the “Company”) and its wholly-owned subsidiary, Cardio Diagnostics, LLC (“Cardio LLC”). The Company was incorporated under the laws of the state of Delaware on September 6, 2019 and Cardio LLC was organized under the laws of the state of Iowa on January 16, 2017. The Company was formed to develop and commercialize a patent-pending Artificial Intelligence (“AI”)-driven DNA biomarker testing technology (“Core Technology”) for cardiovascular disease invented at the University of Iowa by the Founders, with the goal of becoming one of the leading medical technology companies for enabling precision prevention, early detection and treatment of cardiovascular disease. The Company is transforming the approach to cardiovascular disease from reactive to proactive. The Core Technology is being incorporated into a series of products for major types of cardiovascular disease and associated co-morbidities including coronary heart disease (CHD), stroke, heart failure and diabetes. | ||
Cardio Diagnostics [Member] | |||
Note 1 - Organization and Basis of Presentation | Note 1 - Organization and Basis of Presentation The consolidated financial statements presented are those of Cardio Diagnostics, Inc., (the “Company”) and its wholly-owned subsidiary, Cardio Diagnostics, LLC (“Cardio LLC”). The Company was incorporated under the laws of the state of Delaware on September 6, 2019 and Cardio LLC was organized under the laws of the state of Iowa on January 16, 2017. The Company was formed to develop and commercialize a patent-pending Artificial Intelligence (“AI”)-driven DNA biomarker testing technology (“Core Technology”) for cardiovascular disease invented at the University of Iowa by the Founders, with the goal of becoming one of the leading medical technology companies for enabling precision prevention, early detection and treatment of cardiovascular disease. The Company is transforming the approach to cardiovascular disease from reactive to proactive. The Core Technology is being incorporated into a series of products for major types of cardiovascular disease and associated co-morbidities including coronary heart disease (CHD), stroke, heart failure and diabetes. Business Acquisition On January 1, 2020, the Company entered into a contribution agreement with Cardio Diagnostics, LLC whereby the members of Cardio LLC contributed their membership interests to the Company in exchange for 1 million shares of the Company’s common stock as a tax-free transaction under Section 351 of the Internal Revenue Code. As a result of the contribution agreement, Cardio LLC became a wholly owned subsidiary of the Company. The agreement was accounted for as a combination of entities under common control and the results of Cardio LLC are reported retrospectively on a consolidated basis in the Company’s financial statements. |
Note 2 _ Summary of Significant
Note 2 – Summary of Significant Accounting Policies | 7 Months Ended | 9 Months Ended | 24 Months Ended |
Dec. 31, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Note 2 – Summary of Significant Accounting Policies | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying audited financial statement is presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash of $ 526,625 no Cash held in Trust Account At December 31, 2021, the Company had $ 65,000,484 The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 320 “Investments — Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheet and adjusted for the amortization or accretion of premiums or discounts. Offering Costs associated with a Public Offering The Company complies with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering.” Offering costs of $397,431 consist principally of costs such as legal, accounting and other advisory fees incurred in connection with the Initial Public Offering. Such, costs were charged to stockholders’ equity upon completion of the Initial Public Offering. Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) ASC 480 “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, whether they meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. (See Note 9). Common stock subject to possible redemption The Company accounts for its shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable shares of common stock (including shares of common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, shares are classified as stockholders’ equity. The Company’s shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of December 31, 2021, common stock subject to possible redemption are presented at redemption value of $10.00 per share as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital or accumulated deficit if additional paid in capital equals to zero. Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is incorporated in the State of Delaware and is required to pay franchise taxes to the State of Delaware on an annual basis. The franchise tax of $ 124,434 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements” approximates the carrying amounts represented in the balance sheet, partially due to their short-term nature. Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Net Income (Loss) per Share The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. In order to determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss) allocable to both the redeemable common stock and non-redeemable common stock and the undistributed income (loss) is calculated using the total net loss less any dividends paid. The Company then allocated the undistributed income (loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable common stock. As of December 31, 2021, the Company has not considered the effect of the warrants sold in the Initial Public Offering in the calculation of diluted net income (loss) per share, since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive and the Company did not have any other dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted income (loss) per share is the same as basic (income) loss per share for the period presented. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC, and include all normal and recurring adjustments that management of the Company considers necessary for a fair presentation of its financial position and operation results. Interim results are not necessarily indicative of results to be expected for any other interim period or for the full year. The information included in this Form 10-Q should be read in conjunction with information included in the Company’s annual report on Form 10-K for the year ended December 31, 2021, filed with the Securities and Exchange Commission on March 31, 2022. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash of $ 177,681 526,625 no Cash Held in Trust Account At September 30, 2022 and December 31, 2021, the Company had $ 65,573,383 65,000,484 The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 320 “Investments — Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheet and adjusted for the amortization or accretion of premiums or discounts. Offering Costs Associated with a Public Offering The Company complies with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering.” Offering costs of $397,431 consist principally of costs such as legal, accounting and other advisory fees incurred in connection with the Initial Public Offering. Such, costs were charged to stockholders’ equity upon completion of the Initial Public Offering. Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) ASC 480 “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, whether they meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. (See Note 9). Common Stock Subject to Possible Redemption The Company accounts for its shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable shares of common stock (including shares of common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, shares are classified as stockholders’ equity. The Company’s shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of September 30, 2022 and December 31, 2021, common stock subject to possible redemption are presented at redemption value of $10.00 per share as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital or accumulated deficit if additional paid in capital equals to zero. Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740 “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. In assessing realizable deferred tax assets, management assesses the likelihood that deferred tax assets will be recovered from future taxable income, and to the extent that recovery is not likely or there is insufficient operating history, a valuation allowance is established. The Company adjusts the valuation allowance in the period management determines it is more likely than not that net deferred tax assets will or will not be realized. As of September 30, 2022, the Company determined that a valuation allowance should be established. As of September 30, 2022 and December 31, 2021, the Company did not recognize any assets or liabilities relative to uncertain tax positions. Interest or penalties, if any, will be recognized in income tax expense. Since there are no significant unrecognized tax benefits as a result of tax positions taken, there are no accrued penalties or interest. Tax positions are positions taken in a previously filed tax return or positions expected to be taken in a future tax return that are reflected in measuring current or deferred income tax assets and liabilities reported in the financial statements. The Company reflects tax benefits, only if it is more likely than not that the Company will be able to sustain the tax return position, based on its technical merits. If a tax benefit meets this criterion, it is measured and recognized based on the largest amount of benefit that is cumulatively greater than 50% likely to be realized. Management does not believe that there are any uncertain tax positions at September 30, 2022 and December 31, 2021. The Company may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is incorporated in the State of Delaware and is required to pay franchise taxes to the State of Delaware on an annual basis. The franchise tax of $ 150,000 124,434 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements” approximates the carrying amounts represented in the balance sheet, partially due to their short-term nature. Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: · Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; · Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and · Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Net Income (Loss) per Share The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. In order to determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss) allocable to both the redeemable common stock and non-redeemable common stock and the undistributed income (loss) is calculated using the total net loss less any dividends paid. The Company then allocated the undistributed income (loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable common stock. Any remeasurement of the accretion to redemption value of the common stock subject to possible redemption was considered to be dividends paid to the public stockholders. For the nine months ended September 30, 2022, the Company has not considered the effect of the warrants sold in the Initial Public Offering in the calculation of diluted net income (loss) per share, since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive and the Company did not have any other dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted income (loss) per share is the same as basic (income) loss per share for the period presented. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. | |
Cardio Diagnostics Member During Reverse Merger [Member] | |||
Note 2 – Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies Principles of Consolidation 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. Use of Estimates in the Preparation of Financial Statements 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. Fair Value Measurements The Company adopted the provisions of ASC Topic 820, Fair Value Measurements and Disclosures, 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 1 – quoted prices in active markets for identical assets or liabilities 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) CARDIO DIAGNOSTICS, INC. Notes to Condensed Consolidated Financial Statements Nine Months Ended September 30, 2022 and 2021 Revenue Recognition 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: 1. Identifying the contract with a customer; 2. Identifying the performance obligations in the contract; 3. Determining the transaction price; 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. Advertising Costs The Company expenses advertising costs as incurred. Advertising costs of $ 65,573 65,099 Cash and Cash Equivalents Cash and cash equivalents are comprised of cash and highly liquid investments with original maturities of 90 days or less at the date of purchase. The Company does not have any no 250,000 Patent Costs The Company accounts for patents in accordance with ASC 350-30, General Intangibles Other than Goodwill Long-Lived Assets The Company assesses the valuation of components of its property and equipment and other long-lived assets whenever events or circumstances dictate that the carrying value might not be recoverable. The Company bases its evaluation on indicators such as the nature of the assets, the future economic benefit of the assets, any historical or future profitability measurements and other external market conditions or factors that may be present. If such factors indicate that the carrying amount of an asset or asset group may not be recoverable, the Company determines whether an impairment has occurred by analyzing an estimate of undiscounted future cash flows at the lowest level for which identifiable cash flows exist. If the estimate of undiscounted cash flows during the estimated useful life of the asset is less than the carrying value of the asset, the Company recognizes a loss for the difference between the carrying value of the asset and its estimated fair value, generally measured by the present value of the estimated cash flows. CARDIO DIAGNOSTICS, INC. Notes to Condensed Consolidated Financial Statements Nine Months Ended September 30, 2022 and 2021 Stock-Based Compensation The Company accounts for its stock-based awards granted under its employee compensation plan in accordance with ASC Topic No. 718-20, Awards Classified as Equity, Income Taxes The Company accounts for income taxes using the asset and liability method in accordance with ASC Topic No. 740, Income Taxes The Company applies the provisions of ASC Topic No. 740 for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in the Company’s financial statements . Recent Accounting Pronouncements We have reviewed other recent accounting pronouncements and concluded they are either not applicable to the business, or no material effect is expected on the condensed consolidated financial statements as a result of future adoption. | ||
Cardio Diagnostics [Member] | |||
Note 2 – Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies Principles of Consolidation 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. Use of Estimates in the Preparation of Financial Statements 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. Fair Value Measurements The Company adopted the provisions of ASC Topic 820, Fair Value Measurements and Disclosures, 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 1 – quoted prices in active markets for identical assets or liabilities 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) Revenue Recognition 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: 1. Identifying the contract with a customer; 2. Identifying the performance obligations in the contract; 3. Determining the transaction price; 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. Advertising Costs The Company expenses advertising costs as incurred. Advertising costs of $ 103,318 5,476 Cash and Cash Equivalents Cash and cash equivalents are comprised of cash and highly liquid investments with original maturities of 90 days or less at the date of purchase. The Company does not have any no 250,000 Patent Costs The Company accounts for patents in accordance with ASC 350-30, General Intangibles Other than Goodwill Long-Lived Assets The Company assesses the valuation of components of its property and equipment and other long-lived assets whenever events or circumstances dictate that the carrying value might not be recoverable. The Company bases its evaluation on indicators such as the nature of the assets, the future economic benefit of the assets, any historical or future profitability measurements and other external market conditions or factors that may be present. If such factors indicate that the carrying amount of an asset or asset group may not be recoverable, the Company determines whether an impairment has occurred by analyzing an estimate of undiscounted future cash flows at the lowest level for which identifiable cash flows exist. If the estimate of undiscounted cash flows during the estimated useful life of the asset is less than the carrying value of the asset, the Company recognizes a loss for the difference between the carrying value of the asset and its estimated fair value, generally measured by the present value of the estimated cash flows. Stock-Based Compensation The Company accounts for its stock-based awards granted under its employee compensation plan in accordance with ASC Topic No. 718-20, Awards Classified as Equity, Income Taxes The Company accounts for income taxes using the asset and liability method in accordance with ASC Topic No. 740, Income Taxes The Company applies the provisions of ASC Topic No. 740 for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in the Company’s financial statements . Recent Accounting Pronouncements We have reviewed other recent accounting pronouncements and concluded they are either not applicable to the business, or no material effect is expected on the condensed consolidated financial statements as a result of future adoption. |
Note 3 _ Notes Receivable
Note 3 – Notes Receivable | 9 Months Ended |
Sep. 30, 2022 | |
Cardio Diagnostics Member During Reverse Merger [Member] | |
Note 3 – Notes Receivable | Note 3 – Notes Receivable In connection with a planned business combination (Note 10), the Company provided extension payments totaling $ 433,334 |
Note 4 _ Intangible Assets
Note 4 – Intangible Assets | 9 Months Ended | 24 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Cardio Diagnostics Member During Reverse Merger [Member] | ||
Note 4 – Intangible Assets | Note 4 – Intangible Assets The following tables provide detail associated with the Company’s acquired identifiable intangible assets: Acquired identifiable intangible assets As of September 30, 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Useful Life (in years) Amortized intangible assets: Know-how license $ 80,000 $ (38,667 ) $ 41,333 5 Total $ 80,000 $ (38,667 ) $ 41,333 Amortization expense charged to operations was $ 12,000 CARDIO DIAGNOSTICS, INC. Notes to Condensed Consolidated Financial Statements Nine Months Ended September 30, 2022 and 2021 | |
Cardio Diagnostics [Member] | ||
Note 4 – Intangible Assets | Note 4 – Intangible Assets The following tables provide detail associated with the Company’s acquired identifiable intangible assets: A cquired identifiable intangible assets As of December 31, 2021 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Useful Life (in years) Amortized intangible assets: Know-how license $ 80,000 $ (26,667 ) $ 53,333 5 Total $ 80,000 $ (26,667 ) $ 53,333 Amortization expense charged to operations was $ 16,000 10,667 |
Note 5 _ Patent Costs
Note 5 – Patent Costs | 9 Months Ended | 24 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Cardio Diagnostics Member During Reverse Merger [Member] | ||
Note 5 – Patent Costs | Note 5 – Patent Costs As of June 30, 2022, the Company has three pending patent applications. The initial patent applications consist of a US patent and international patents filed in six countries. The EU patent was granted on March 31, 2021. Legal fees associated with the patents totaled $ 314,775 245,154 | |
Cardio Diagnostics [Member] | ||
Note 5 – Patent Costs | Note 5 – Patent Costs As of December 31, 2020, the Company has three pending patent applications. The initial patent applications consist of a US patent and international patents filed in six countries. The EU patent was granted on March 31, 2021. Legal fees associated with the patents totaled $ 245,154 131,125 |
Note 6 - Earnings (Loss) Per Co
Note 6 - Earnings (Loss) Per Common Share | 7 Months Ended | 9 Months Ended | 24 Months Ended |
Dec. 31, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Note 6 - Earnings (Loss) Per Common Share | NOTE 10 — NET INCOME (LOSS) PER SHARE The net income (loss) per share presented in the audited statement of operations is based on the following: Schedule of basic and diluted net loss per share For the Period From May 19, 2021 (inception) through December 31, 2021 Non- Redeemable Redeemable Common Common Stock Stock Basic and diluted net income/(loss) per share: Numerators: Net income/(loss) $ (144,837 ) $ (144,837 ) Denominators: Weighted-average shares outstanding 1,001,327 1,560,288 Basic and diluted net income/(loss) per share (0.14 ) (0.09 ) | NOTE 10 — NET INCOME (LOSS) PER SHARE The net income (loss) per share presented in the unaudited statements of operations is based on the following: Schedule of basic and diluted net loss per share For the Three Months Ended September 30, 2022 For the Nine Months Ended September 30, 2022 Redeemable Non-Redeemable Redeemable Non-Redeemable Common Stock Common Stock Common Stock Common Stock Basic and diluted net income (loss) per share: Numerators: Allocation of net income (loss) $ 161,815 $ 40,454 $ (410,436 ) $ (102,609 ) Denominators: Weighted-average shares outstanding 6,500,000 1,625,000 6,500,000 1,625,000 Basic and diluted net income (loss) per share $ 0.02 $ 0.02 $ (0.06 ) $ (0.06 ) | |
Cardio Diagnostics Member During Reverse Merger [Member] | |||
Note 6 - Earnings (Loss) Per Common Share | Note 6 - Earnings (Loss) Per Common Share The Company calculates net income (loss) per common share in accordance with ASC 260 “ Earnings Per Share The Company’s potentially dilutive shares, which include outstanding common stock options, common stock warrants, and convertible debt have not been included in the computation of diluted net loss per share for the nine months ended September 30, 2022 and 2021 as the result would be anti-dilutive. Anti-dilutive shares Nine Months Ended September 30, 2022 2021 Stock warrants 643,262 87,582 Stock options 513,413 — Total shares excluded from calculation 1,156,675 87,582 | ||
Cardio Diagnostics [Member] | |||
Note 6 - Earnings (Loss) Per Common Share | Note 6 - Earnings (Loss) Per Common Share The Company calculates net income (loss) per common share in accordance with ASC 260 “ Earnings Per Share The Company’s potentially dilutive shares, which include outstanding common stock options, common stock warrants, and convertible debt have not been included in the computation of diluted net loss per share for the years ended December 31, 2021 and 2020 as the result would be anti-dilutive. Anti dilutive schedule Years Ended December 31, 2021 2020 Stock warrants 84,372 21,450 Total shares excluded from calculation 84,372 21,450 |
Note 7 _ Stockholders_ Equity
Note 7 – Stockholders’ Equity | 7 Months Ended | 9 Months Ended |
Dec. 31, 2021 | Sep. 30, 2022 | |
Note 7 – Stockholders’ Equity | NOTE 8 — STOCKHOLDERS’ EQUITY Preferred Stock 100,000,000 0.00001 no Common Stock 300,000,000 0.00001 6,500,000 Rights Warrants The Company will not be obligated to deliver any shares of Common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Common stock is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of residence of the exercising holder, or an exemption from registration is available. The Company has agreed that as soon as practicable, but in no event later than 30 days after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file, and within 90 days following a Business Combination to have declared effective, a registration statement covering the issuance of the shares of Common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Common stock until the warrants expire or are redeemed. Notwithstanding the above, if the Common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of Warrants When the Price per Share of Common stock Equals or Exceeds $ 18.00 · in whole and not in part; · upon a minimum of 30 days’ prior written notice of redemption, or the 30-day redemption period to each warrant holder; and · if, and only if, the last reported sale price of the Common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganization, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to warrant holders. The redemption price for the warrants shall be either (i) if the holder of a warrant has followed the procedures specified in our notice of redemption and surrendered the warrant, the number of shares of common stock as determined in accordance with the “cashless exercise” provisions of the warrant agreement or (ii) if the holder of a warrant has not followed such procedures specified in our notice of redemption, the price of $ 0.01 If the Company calls the warrants for redemption, all holders that wish to exercise warrants can do so by paying the cash exercise price or on a “cashless” basis. If a holder elects to exercise the warrant on a “cashless” basis, such a holder would pay the exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of our common stock for the 5 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Alternatively, a warrant holder may request that we redeem his, her or its warrants by surrendering such warrants and receiving the redemption price of such number of shares of common stock determined as if the warrants were exercised on a “cashless” basis. If the holder neither exercises his, her or its warrants nor requests redemption on a “cashless” basis, then on or after the redemption date, a record holder of a warrant will have no further rights except to receive the cash redemption price of $0.01 for such holder’s warrant upon surrender of such warrant. The right to exercise the warrant will be forfeited unless the warrants are exercised prior to the date specified in the notice of redemption. The exercise price and number of common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. The Private Placement Warrants are be identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Common stock issuable upon the exercise of the Private Placement Warrants are not transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. The Company accounts for the 5,750,000 3,250,000 2,500,000 | NOTE 9 — STOCKHOLDERS’ EQUITY Preferred Stock 100,000,000 0.00001 no Common Stock 300,000,000 0.00001 1,625,000 6,500,000 Rights Warrants The Company will not be obligated to deliver any shares of common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of common stock is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of residence of the exercising holder, or an exemption from registration is available. The Company has agreed that as soon as practicable, but in no event later than 30 business days after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file, and within 90 days following a Business Combination to have declared effective, a registration statement covering the issuance of the shares of common stock issuable upon exercise of the Public Warrants and to maintain a current prospectus relating to those shares of common stock until the Public Warrants expire or are redeemed. In the event the registration statement has not been declared effective by the 90th day following the closing of the Merger, warrant holders will have the right, during the period beginning on the 91st day after the closing of the Merger and ending on the date the SEC declares the registration statement effective, and during any other period when the Company fails to maintain an effective registration statement covering the shares of common stock issuable upon exercise of the Public Warrants, to exercise such warrants on a “cashless basis” as determined in accordance with Section 3.3.2 of the Warrant Agreement. Redemption of Warrants When the Price per Share of common stock Equals or Exceeds $ 18.00 · in whole and not in part; · upon a minimum of 30 days’ prior written notice of redemption, or the 30-day redemption period to each warrant holder; and · if, and only if, the last reported sale price of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganization, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to warrant holders. The redemption price for the Public Warrants shall be either (i) if the holder of a Public Warrant has followed the procedures specified in our notice of redemption and surrendered the Public Warrant, the number of shares of common stock as determined in accordance with the “cashless exercise” provisions of the warrant agreement or (ii) if the holder of a warrant has not followed such procedures specified in our notice of redemption, the price of $ 0.01 If the Company calls the Public Warrants for redemption, all holders that wish to exercise such warrants can do so by paying the cash exercise price or on a “cashless” basis. If a holder elects to exercise the Public Warrant on a “cashless” basis, such a holder would pay the exercise price by surrendering the Public Warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the Public Warrants, multiplied by the difference between the exercise price of the Public Warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of our common stock for the five trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of Public Warrants. Alternatively, a warrant holder may request that we redeem his, her or its Public Warrants by surrendering such warrants and receiving the redemption price of such number of shares of common stock determined as if the Public Warrants were exercised on a “cashless” basis. If the holder neither exercises his, her or its Public Warrants nor requests redemption on a “cashless” basis, then on or after the redemption date, a record holder of a Public Warrant will have no further rights except to receive the cash redemption price of $0.01 for such holder’s Public Warrant upon surrender of such warrant. The right to exercise Public Warrants will be forfeited unless such warrants are exercised prior to the date specified in the notice of redemption. The exercise price and number of common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. The Private Placement Warrants purchased by the Sponsor at the time of the Initial Public Offering (See Note 4) are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the common stock issuable upon the exercise of the Private Placement Warrants are not transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. The Company accounts for the 5,750,000 3,250,000 2,500,000 |
Cardio Diagnostics Member During Reverse Merger [Member] | ||
Note 7 – Stockholders’ Equity | Note 7 – Stockholders’ Equity Stock Transactions On April 22, 2022, the Board unanimously approved an amendment to the Company’s Articles of Incorporation to increase the number of shares of Common Stock which the Company is authorized to issue from Two million three hundred thousand ( 2,300,000 10,000,000 Effective May 2, 2022, the Company adopted the 2022 Equity Incentive Plan (the “Plan”). The purpose of the Plan is to promote the interests of the Company and its stockholders by providing eligible employees, directors and consultants with additional incentives to remain with the Company and its subsidiaries, to increase their efforts to make the Company more successful, to reward such persons by providing an opportunity to acquire shares of Common Stock on favorable terms and to attract and retain the best available personnel to participate in the ongoing business operations of the Company. The Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Restricted Stock, Restricted Stock Units, Stock Appreciation Rights, Performance Units and Performance Shares. Common Stock Issued The Company sold 744,425 11,986,037 1,198,604 214,998 CARDIO DIAGNOSTICS, INC. Notes to Condensed Consolidated Financial Statements Nine Months Ended September 30, 2022 and 2021 The Company sold 13,109 13.35 175,000 On March 10, 2021, the Company issued 50,450 common shares to various consultants for services, valued at $ 60,000 . On March 15, 2021, the investors converted their SAFE agreements to 39,786 common shares, valued at $ 451,471 . Warrants On October 1, 2019, the Company issued warrants to a seed funding firm equivalent to 2% of the fully-diluted equity of the Company, or 22,500 common shares at the time of issuance. The warrant is exercisable on the earlier of the closing date of the next Qualified Equity Financing occurring after the issuance of the warrant, and immediately before a Change of Control. The exercise price is the price per share of the shares sold to investors in the next Qualified Equity Financing, or if the warrant becomes exercisable in connection with a Change in Control before the next Qualified Equity Financing, the greater of the quotient obtained by dividing $150,000 by the Pre-financing Capitalization, and the price per share paid by investors in the then-most recent Qualified Equity Financing, if any. The warrant will expire upon the earlier of the consummation of any Change of Control, or 15 years after the issuance of the warrant. In April 2022, the Company issued fully vested warrants to investors as part of private placement subscription agreements pursuant to which the Company issued common stock. Each shareholder received warrants to purchase 50% of the common stock issued at an exercise price of $13.35 per share with an expiration date of June 30, 2027. As of May 23, 2022, the Company issued fully vested warrants to investors as part of an additional private placement subscription agreements pursuant to which the Company issued common stock. Each shareholder received warrants to purchase 50% of the common stock issued at an exercise price of $21.29 per share with an expiration date of five years from the date of issue. Warrant activity during the nine months ended September 30, 2022 and 2021 follows: Summary of Warrant Activity Weighted Average Weighted Remaining Warrants Outstanding Average Exercise Price Contractual Life (Years) Warrants outstanding at December 31, 2020 52,000 $ 13.35 13.76 Warrant granted 35,582 13.35 Warrants outstanding at September 30, 2021 87,582 $ 13.35 13.26 Warrants outstanding at December 31, 2021 114,924 $ 13.35 5.90 Warrant granted 580,338 15.34 Warrants exercised (52,000) 13.35 Warrants outstanding at September 30, 2022 643,262 $ 15.85 4.75 CARDIO DIAGNOSTICS, INC. Notes to Condensed Consolidated Financial Statements Nine Months Ended September 30, 2022 and 2021 Options On May 6, 2022 the Company granted 513,413 13.35 May 6, 2032 |
Note 8 _ Commitments and Contin
Note 8 – Commitments and Contingencies | 7 Months Ended | 9 Months Ended |
Dec. 31, 2021 | Sep. 30, 2022 | |
Note 8 – Commitments and Contingencies | NOTE 7— COMMITMENTS AND CONTINGENCIES Registration Rights The Company entered into a registration rights agreement with its founders, officers, directors or their affiliates upon the effective date of the Initial Public Offering pursuant to which the Company is required to register any shares of common stock, warrants (including working capital warrants), and shares underlying such warrants, that are not then covered by an effective registration statement. The holders of these securities will be entitled to make up to two demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the Initial Public Offering to purchase up to 930,000 300,000 2.00 1,300,000 | NOTE 8— COMMITMENTS AND CONTINGENCIES Registration Rights The Company entered into a registration rights agreement with its founders, officers, directors or their affiliates prior to or on the effective date of the Initial Public Offering pursuant to which the Company is required to register any shares of common stock, warrants (including working capital warrants), and shares underlying such warrants, that are not then covered by an effective registration statement. The holders of these securities are entitled to make up to two demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the Initial Public Offering to purchase up to 930,000 300,000 2.00 1,300,000 |
Cardio Diagnostics Member During Reverse Merger [Member] | ||
Note 8 – Commitments and Contingencies | Note 8 – Commitments and Contingencies Deposit For Acquisition On April 14, 2021, the Company deposited $ 250,000 112,534 137,466 |
Note 9 - Related Party Transact
Note 9 - Related Party Transactions | 7 Months Ended | 9 Months Ended |
Dec. 31, 2021 | Sep. 30, 2022 | |
Note 9 - Related Party Transactions | NOTE 5 — RELATED PARTIES Founder Shares On June 22, 2021, the Sponsor received 1,437,500 25,000 62,500 50,000 1,550,000 232,500 75,000 As of December 31, 2021, there were 1,625,000 25,000 The number of Founder Shares issued was determined based on the expectation that such Founder Shares would represent 20% of the outstanding shares upon completion of the Initial Public Offering. The holders of the Founder Shares have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) six months after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property. Promissory Note — Related Party On June 11, 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $ 200,000 125,547 Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $2,400,000 of the notes may be converted upon completion of a Business Combination into warrants at a price of $1.00 per warrant. | NOTE 5 — RELATED PARTIES Founder Shares On June 22, 2021, the Sponsor received 1,437,500 25,000 62,500 50,000 1,550,000 232,500 75,000 As of September 30, 2022, there were 1,625,000 25,000 The number of Founder Shares issued was determined based on the expectation that such Founder Shares would represent 20% of the outstanding shares upon completion of the Initial Public Offering. The holders of the Founder Shares have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) six months after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $2,400,000 of the notes may be converted upon completion of a Business Combination into warrants at a price of $1.00 per warrant. |
Cardio Diagnostics Member During Reverse Merger [Member] | ||
Note 9 - Related Party Transactions | Note 9 - Related Party Transactions 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 $ 0 79,920 |
Note 10 _ Subsequent Events
Note 10 – Subsequent Events | 7 Months Ended | 9 Months Ended |
Dec. 31, 2021 | Sep. 30, 2022 | |
Note 10 – Subsequent Events | NOTE 11 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the financial statement was available to be issued. Based upon this review, except as noted above, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the financial statements. | NOTE 11 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed consolidated financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements. On October 25, 2022, the Company completed its Business Combination with Cardio Diagnostics, Inc. In connection with the Business Combination, holders of 6,465,452 10.10 65.3 As of the open of trading on October 26, 2022, the Company’s common stock and Public Warrants, formerly those of Mana, began trading on The Nasdaq Capital Market under the trading symbols “CDIO” and “CDIOW,” respectively. |
Cardio Diagnostics Member During Reverse Merger [Member] | ||
Note 10 – Subsequent Events | Note 10 – Subsequent Events The Company evaluated its September 30, 2022 condensed consolidated financial statements for subsequent events through December 6, 2022, the date the consolidated financial statements were available to be issued. Business Combination On October 25, 2022, pursuant to a Merger Agreement, Mana Capital Acquisition Corp. (“Mana Capital”), a special purpose acquisition company incorporated under the laws of the state of Delaware merged with and into the Company, with the Company surviving the merger as a wholly-owned subsidiary of Mana Capital. Subsequent to the merger, Mana Capital changed its name to Cardio Diagnostics Holdings Inc. See Note 3 regarding the satisfaction of the notes receivable. |
Note 3 _ Going Concern
Note 3 – Going Concern | 24 Months Ended |
Dec. 31, 2021 | |
Cardio Diagnostics [Member] | |
Note 3 – Going Concern | Note 3 – Going Concern The accompanying 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 twelve 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 expects 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 twelve months. 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. |
Note 7 _ Stock To Be Issued
Note 7 – Stock To Be Issued | 24 Months Ended |
Dec. 31, 2021 | |
Cardio Diagnostics [Member] | |
Note 7 – Stock To Be Issued | Note 7 – Stock To Be Issued Stock to be issued consists of Simple Agreements for Future Equity (“SAFE”) issued to accredited investors with balances of $ 0 346,471 Equity Financing: Liquidity Event: 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. On March 15, 2021, the investors converted their SAFE agreements to 39,786 451,471 |
Note 8 _ Stockholders_ Equity
Note 8 – Stockholders’ Equity | 7 Months Ended | 9 Months Ended | 24 Months Ended |
Dec. 31, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Note 8 – Stockholders’ Equity | NOTE 8 — STOCKHOLDERS’ EQUITY Preferred Stock 100,000,000 0.00001 no Common Stock 300,000,000 0.00001 6,500,000 Rights Warrants The Company will not be obligated to deliver any shares of Common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Common stock is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of residence of the exercising holder, or an exemption from registration is available. The Company has agreed that as soon as practicable, but in no event later than 30 days after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file, and within 90 days following a Business Combination to have declared effective, a registration statement covering the issuance of the shares of Common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Common stock until the warrants expire or are redeemed. Notwithstanding the above, if the Common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of Warrants When the Price per Share of Common stock Equals or Exceeds $ 18.00 · in whole and not in part; · upon a minimum of 30 days’ prior written notice of redemption, or the 30-day redemption period to each warrant holder; and · if, and only if, the last reported sale price of the Common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganization, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to warrant holders. The redemption price for the warrants shall be either (i) if the holder of a warrant has followed the procedures specified in our notice of redemption and surrendered the warrant, the number of shares of common stock as determined in accordance with the “cashless exercise” provisions of the warrant agreement or (ii) if the holder of a warrant has not followed such procedures specified in our notice of redemption, the price of $ 0.01 If the Company calls the warrants for redemption, all holders that wish to exercise warrants can do so by paying the cash exercise price or on a “cashless” basis. If a holder elects to exercise the warrant on a “cashless” basis, such a holder would pay the exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of our common stock for the 5 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Alternatively, a warrant holder may request that we redeem his, her or its warrants by surrendering such warrants and receiving the redemption price of such number of shares of common stock determined as if the warrants were exercised on a “cashless” basis. If the holder neither exercises his, her or its warrants nor requests redemption on a “cashless” basis, then on or after the redemption date, a record holder of a warrant will have no further rights except to receive the cash redemption price of $0.01 for such holder’s warrant upon surrender of such warrant. The right to exercise the warrant will be forfeited unless the warrants are exercised prior to the date specified in the notice of redemption. The exercise price and number of common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. The Private Placement Warrants are be identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Common stock issuable upon the exercise of the Private Placement Warrants are not transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. The Company accounts for the 5,750,000 3,250,000 2,500,000 | NOTE 9 — STOCKHOLDERS’ EQUITY Preferred Stock 100,000,000 0.00001 no Common Stock 300,000,000 0.00001 1,625,000 6,500,000 Rights Warrants The Company will not be obligated to deliver any shares of common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of common stock is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of residence of the exercising holder, or an exemption from registration is available. The Company has agreed that as soon as practicable, but in no event later than 30 business days after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file, and within 90 days following a Business Combination to have declared effective, a registration statement covering the issuance of the shares of common stock issuable upon exercise of the Public Warrants and to maintain a current prospectus relating to those shares of common stock until the Public Warrants expire or are redeemed. In the event the registration statement has not been declared effective by the 90th day following the closing of the Merger, warrant holders will have the right, during the period beginning on the 91st day after the closing of the Merger and ending on the date the SEC declares the registration statement effective, and during any other period when the Company fails to maintain an effective registration statement covering the shares of common stock issuable upon exercise of the Public Warrants, to exercise such warrants on a “cashless basis” as determined in accordance with Section 3.3.2 of the Warrant Agreement. Redemption of Warrants When the Price per Share of common stock Equals or Exceeds $ 18.00 · in whole and not in part; · upon a minimum of 30 days’ prior written notice of redemption, or the 30-day redemption period to each warrant holder; and · if, and only if, the last reported sale price of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganization, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to warrant holders. The redemption price for the Public Warrants shall be either (i) if the holder of a Public Warrant has followed the procedures specified in our notice of redemption and surrendered the Public Warrant, the number of shares of common stock as determined in accordance with the “cashless exercise” provisions of the warrant agreement or (ii) if the holder of a warrant has not followed such procedures specified in our notice of redemption, the price of $ 0.01 If the Company calls the Public Warrants for redemption, all holders that wish to exercise such warrants can do so by paying the cash exercise price or on a “cashless” basis. If a holder elects to exercise the Public Warrant on a “cashless” basis, such a holder would pay the exercise price by surrendering the Public Warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the Public Warrants, multiplied by the difference between the exercise price of the Public Warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of our common stock for the five trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of Public Warrants. Alternatively, a warrant holder may request that we redeem his, her or its Public Warrants by surrendering such warrants and receiving the redemption price of such number of shares of common stock determined as if the Public Warrants were exercised on a “cashless” basis. If the holder neither exercises his, her or its Public Warrants nor requests redemption on a “cashless” basis, then on or after the redemption date, a record holder of a Public Warrant will have no further rights except to receive the cash redemption price of $0.01 for such holder’s Public Warrant upon surrender of such warrant. The right to exercise Public Warrants will be forfeited unless such warrants are exercised prior to the date specified in the notice of redemption. The exercise price and number of common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. The Private Placement Warrants purchased by the Sponsor at the time of the Initial Public Offering (See Note 4) are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the common stock issuable upon the exercise of the Private Placement Warrants are not transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. The Company accounts for the 5,750,000 3,250,000 2,500,000 | |
Cardio Diagnostics [Member] | |||
Note 8 – Stockholders’ Equity | Note 8 – Stockholders’ Equity Common Stock Issued In connection with a private offering memorandum that the Company issued through a placement agent on April 12, 2021, the Company sold 91,761 13.35 1,225,000 105,000 23,596 On March 10, 2021, the Company issued 50,450 60,000 On March 15, 2021, the investors converted their SAFE agreements to 39,786 common shares, valued at $ 451,471 . In connection with the acquisition of Cardio LLC the Company issued 1,000,000 During the year ended December 31, 2020, the Company issued 12,831 111,027 The Company issued 31,922 477,236 The Company issued 5,565 80,000 Warrants On October 1, 2019, the Company issued warrants to a seed funding firm equivalent to 2% of the fully-diluted equity of the Company, or 21,450 common shares at the time of issuance. The warrant is exercisable on the earlier of the closing date of the next Qualified Equity Financing occurring after the issuance of the warrant, and immediately before a Change of Control. The exercise price is the price per share of the shares sold to investors in the next Qualified Equity Financing, or if the warrant becomes exercisable in connection with a Change in Control before the next Qualified Equity Financing, the greater of the quotient obtained by dividing $150,000 by the Pre-financing Capitalization, and the price per share paid by investors in the then-most recent Qualified Equity Financing, if any. The warrant will expire upon the earlier of the consummation of any Change of Control, or 15 years after the issuance of the warrant |
Note 9 - Income Taxes
Note 9 - Income Taxes | 7 Months Ended | 24 Months Ended |
Dec. 31, 2021 | Dec. 31, 2021 | |
Note 9 - Income Taxes | NOTE 9 — INCOME TAXES The Company’s taxable income primarily consists of interest earned on investments held in the Trust Account. There was no income tax expense for the period from May 19, 2021 (inception) through December 31, 2021. The income tax provision (benefit) consists of the following for the period from May 19, 2021 (inception) through December 31, 2021: Schedule of Income tax provision For the Period from May 19, 2021 (inception) through December 31, 2021 Current Federal $ — State 124,434 Deferred Federal (30,416 ) State — Valuation allowance 30,416 Income tax provision $ 124,434 A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate is as follows: Schedule of Effective income tax rate reconciliation For the Period from May 19, 2021 (inception) through December 31, 2021 U.S. statutory rate 21.0 % Change in valuation allowance ( 21.0 )% The Company’s net deferred tax assets were as follows as of December 31, 2021 Schedule of deferred income tax assets Deferred tax assets: Net operating loss carryover $ 30,416 Total deferred tax assets 30,416 Valuation allowance (30,416 ) Deferred tax asset, net of allowance $ — As of December 31, 2021, the Company had $ 144,837 In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. | |
Cardio Diagnostics [Member] | ||
Note 9 - Income Taxes | Note 9 - Income Taxes Prior to January 1, 2020, the Company operated as a Limited Liability Company (“LLC”). Taxable income and losses of an LLC are passed through to its members and there is no entity level tax. The reconciliation between income tax expense computed by applying the federal statutory corporate tax rate and actual income tax expense (benefit) for the year ended December 31, 2021 is as follows: Tax rate recon Statutory U.S. federal income tax rate (21.0 )% State income taxes, net of federal income tax benefit (0.2 )% Tax effect of expenses that are not deductible for income tax purposes: Change in Valuation Allowance 21.2 % Effective tax rate 0.0 % At December 31, the significant components of the deferred tax assets (liabilities) are summarized below: Significant components of the deferred taxes 2021 2020 Deferred Tax Assets: Net Operating Losses $ 146,578 $ 4,048 Stock-based compensation 197,895 179,607 Total deferred tax assets 344,473 183,655 Deferred Tax Liabilities — — Valuation Allowance (344,473 ) (183,655 ) Net deferred tax assets $ — $ — In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management has established a full valuation allowance against all of the deferred tax assets for every period because it is more likely than not that all of the deferred tax assets will not be realized. In accordance with ASC 740, a valuation allowance must be established if it is more likely than not that the deferred tax assets will not be realized. This assessment is based upon consideration of available positive and negative evidence, which includes, among other things, the Company’s most recent results of operations and expected future profitability. Based on the Company’s cumulative losses in recent years, a full valuation allowance against the Company’s deferred tax assets as of December 31, 2021 has been established as Management believes that the Company will not more likely than not realize the benefit of those deferred tax assets. Therefore, no The Company complies with the provisions of ASC 740-10 in accounting for its uncertain tax positions. ASC 740-10 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740-10, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely that not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. Management has determined that the Company has no significant uncertain tax positions requiring recognition under ASC 740-10. The Company is subject to income tax in the U.S., and certain state jurisdictions. The Company has not been audited by the U.S. Internal Revenue Service, or any states in connection with income taxes. The Company’s tax years generally remain open to examination for all federal and state income tax matters until its net operating loss carryforwards are utilized and the applicable statutes of limitation have expired. The federal and state tax authorities can generally reduce a net operating loss (but not create taxable income) for a period outside the statute of limitations in order to determine the correct amount of net operating loss which may be allowed as a deduction against income for a period within the statute of limitations. The Company recognizes interest and penalties related to unrecognized tax benefits, if incurred, as a component of income tax expense. No On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was enacted in response to the COVID-19 pandemic. The CARES Act, among other things, permits NOL carryovers and carrybacks to offset 100% of taxable income for taxable years beginning before 2021. In addition, the CARES Act allows NOL’s incurred in 2018, 2019, and 2020 to be carried back to each of the five preceding taxable years to generate a refund of previously paid income taxes. The Company is currently evaluating the impact of the CARES Act, but at present does not expect that the NOL carryback provision of the CARES Act would result in a material cash benefit to us. |
Note 10 _ Commitments and Conti
Note 10 – Commitments and Contingencies | 7 Months Ended | 9 Months Ended | 24 Months Ended |
Dec. 31, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Note 10 – Commitments and Contingencies | NOTE 7— COMMITMENTS AND CONTINGENCIES Registration Rights The Company entered into a registration rights agreement with its founders, officers, directors or their affiliates upon the effective date of the Initial Public Offering pursuant to which the Company is required to register any shares of common stock, warrants (including working capital warrants), and shares underlying such warrants, that are not then covered by an effective registration statement. The holders of these securities will be entitled to make up to two demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the Initial Public Offering to purchase up to 930,000 300,000 2.00 1,300,000 | NOTE 8— COMMITMENTS AND CONTINGENCIES Registration Rights The Company entered into a registration rights agreement with its founders, officers, directors or their affiliates prior to or on the effective date of the Initial Public Offering pursuant to which the Company is required to register any shares of common stock, warrants (including working capital warrants), and shares underlying such warrants, that are not then covered by an effective registration statement. The holders of these securities are entitled to make up to two demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the Initial Public Offering to purchase up to 930,000 300,000 2.00 1,300,000 | |
Cardio Diagnostics [Member] | |||
Note 10 – Commitments and Contingencies | Note 10 – Commitments and Contingencies Deposit For Acquisition On April 14, 2021, the Company deposited $ 250,000 |
Note 11 - Related Party Transac
Note 11 - Related Party Transactions | 7 Months Ended | 9 Months Ended | 24 Months Ended |
Dec. 31, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Note 11 - Related Party Transactions | NOTE 5 — RELATED PARTIES Founder Shares On June 22, 2021, the Sponsor received 1,437,500 25,000 62,500 50,000 1,550,000 232,500 75,000 As of December 31, 2021, there were 1,625,000 25,000 The number of Founder Shares issued was determined based on the expectation that such Founder Shares would represent 20% of the outstanding shares upon completion of the Initial Public Offering. The holders of the Founder Shares have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) six months after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property. Promissory Note — Related Party On June 11, 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $ 200,000 125,547 Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $2,400,000 of the notes may be converted upon completion of a Business Combination into warrants at a price of $1.00 per warrant. | NOTE 5 — RELATED PARTIES Founder Shares On June 22, 2021, the Sponsor received 1,437,500 25,000 62,500 50,000 1,550,000 232,500 75,000 As of September 30, 2022, there were 1,625,000 25,000 The number of Founder Shares issued was determined based on the expectation that such Founder Shares would represent 20% of the outstanding shares upon completion of the Initial Public Offering. The holders of the Founder Shares have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) six months after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $2,400,000 of the notes may be converted upon completion of a Business Combination into warrants at a price of $1.00 per warrant. | |
Cardio Diagnostics [Member] | |||
Note 11 - Related Party Transactions | Note 11 - Related Party Transactions Included in stock to be issued (Note 7) are SAFE agreements from related parties of $ 0 221,471 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 $ 79,920 116,105 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 $ 0 1,500 |
Note 12 _ Subsequent Events
Note 12 – Subsequent Events | 7 Months Ended | 9 Months Ended | 24 Months Ended |
Dec. 31, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Note 12 – Subsequent Events | NOTE 11 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the financial statement was available to be issued. Based upon this review, except as noted above, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the financial statements. | NOTE 11 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed consolidated financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements. On October 25, 2022, the Company completed its Business Combination with Cardio Diagnostics, Inc. In connection with the Business Combination, holders of 6,465,452 10.10 65.3 As of the open of trading on October 26, 2022, the Company’s common stock and Public Warrants, formerly those of Mana, began trading on The Nasdaq Capital Market under the trading symbols “CDIO” and “CDIOW,” respectively. | |
Cardio Diagnostics [Member] | |||
Note 12 – Subsequent Events | Note 12 – Subsequent Events The Company evaluated its December 31, 2021 consolidated financial statements for subsequent events through May 4, 2022, the date the consolidated financial statements were available to be issued. Amendment to Certificate of Incorporation On April 22, 2022 the Company Amended its Certificate of Incorporation increasing the total number of shares of stock which the Company shall have authority to issue from two million three hundred thousand (2,300,000) shares of Common Stock with a par value of $0.0001 to ten million (10,000,000) shares of Common Stock with a par value of $0.0001. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 7 Months Ended | 9 Months Ended |
Dec. 31, 2021 | Sep. 30, 2022 | |
Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation The accompanying audited financial statement is presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. | Basis of Presentation The accompanying unaudited financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC, and include all normal and recurring adjustments that management of the Company considers necessary for a fair presentation of its financial position and operation results. Interim results are not necessarily indicative of results to be expected for any other interim period or for the full year. The information included in this Form 10-Q should be read in conjunction with information included in the Company’s annual report on Form 10-K for the year ended December 31, 2021, filed with the Securities and Exchange Commission on March 31, 2022. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. | Use of Estimates The preparation of financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash | Cash The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash of $ 526,625 no | Cash The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash of $ 177,681 526,625 no |
Cash held in Trust Account | Cash held in Trust Account At December 31, 2021, the Company had $ 65,000,484 The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 320 “Investments — Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheet and adjusted for the amortization or accretion of premiums or discounts. | Cash Held in Trust Account At September 30, 2022 and December 31, 2021, the Company had $ 65,573,383 65,000,484 The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 320 “Investments — Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheet and adjusted for the amortization or accretion of premiums or discounts. |
Offering Costs associated with a Public Offering | Offering Costs associated with a Public Offering The Company complies with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering.” Offering costs of $397,431 consist principally of costs such as legal, accounting and other advisory fees incurred in connection with the Initial Public Offering. Such, costs were charged to stockholders’ equity upon completion of the Initial Public Offering. | Offering Costs Associated with a Public Offering The Company complies with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering.” Offering costs of $397,431 consist principally of costs such as legal, accounting and other advisory fees incurred in connection with the Initial Public Offering. Such, costs were charged to stockholders’ equity upon completion of the Initial Public Offering. |
Warrants | Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) ASC 480 “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, whether they meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. (See Note 9). | Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) ASC 480 “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, whether they meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. (See Note 9). |
Common stock subject to possible redemption | Common stock subject to possible redemption The Company accounts for its shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable shares of common stock (including shares of common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, shares are classified as stockholders’ equity. The Company’s shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of December 31, 2021, common stock subject to possible redemption are presented at redemption value of $10.00 per share as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital or accumulated deficit if additional paid in capital equals to zero. | Common Stock Subject to Possible Redemption The Company accounts for its shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable shares of common stock (including shares of common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, shares are classified as stockholders’ equity. The Company’s shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of September 30, 2022 and December 31, 2021, common stock subject to possible redemption are presented at redemption value of $10.00 per share as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital or accumulated deficit if additional paid in capital equals to zero. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is incorporated in the State of Delaware and is required to pay franchise taxes to the State of Delaware on an annual basis. The franchise tax of $ 124,434 | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740 “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. In assessing realizable deferred tax assets, management assesses the likelihood that deferred tax assets will be recovered from future taxable income, and to the extent that recovery is not likely or there is insufficient operating history, a valuation allowance is established. The Company adjusts the valuation allowance in the period management determines it is more likely than not that net deferred tax assets will or will not be realized. As of September 30, 2022, the Company determined that a valuation allowance should be established. As of September 30, 2022 and December 31, 2021, the Company did not recognize any assets or liabilities relative to uncertain tax positions. Interest or penalties, if any, will be recognized in income tax expense. Since there are no significant unrecognized tax benefits as a result of tax positions taken, there are no accrued penalties or interest. Tax positions are positions taken in a previously filed tax return or positions expected to be taken in a future tax return that are reflected in measuring current or deferred income tax assets and liabilities reported in the financial statements. The Company reflects tax benefits, only if it is more likely than not that the Company will be able to sustain the tax return position, based on its technical merits. If a tax benefit meets this criterion, it is measured and recognized based on the largest amount of benefit that is cumulatively greater than 50% likely to be realized. Management does not believe that there are any uncertain tax positions at September 30, 2022 and December 31, 2021. The Company may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is incorporated in the State of Delaware and is required to pay franchise taxes to the State of Delaware on an annual basis. The franchise tax of $ 150,000 124,434 |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 |
Fair value of financial instruments | Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements” approximates the carrying amounts represented in the balance sheet, partially due to their short-term nature. Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements” approximates the carrying amounts represented in the balance sheet, partially due to their short-term nature. Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: · Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; · Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and · Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
Net Income (Loss) per Share | Net Income (Loss) per Share The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. In order to determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss) allocable to both the redeemable common stock and non-redeemable common stock and the undistributed income (loss) is calculated using the total net loss less any dividends paid. The Company then allocated the undistributed income (loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable common stock. As of December 31, 2021, the Company has not considered the effect of the warrants sold in the Initial Public Offering in the calculation of diluted net income (loss) per share, since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive and the Company did not have any other dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted income (loss) per share is the same as basic (income) loss per share for the period presented. | Net Income (Loss) per Share The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. In order to determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss) allocable to both the redeemable common stock and non-redeemable common stock and the undistributed income (loss) is calculated using the total net loss less any dividends paid. The Company then allocated the undistributed income (loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable common stock. Any remeasurement of the accretion to redemption value of the common stock subject to possible redemption was considered to be dividends paid to the public stockholders. For the nine months ended September 30, 2022, the Company has not considered the effect of the warrants sold in the Initial Public Offering in the calculation of diluted net income (loss) per share, since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive and the Company did not have any other dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted income (loss) per share is the same as basic (income) loss per share for the period presented. |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Note 2 _ Summary of Significa_2
Note 2 – Summary of Significant Accounting Policies (Policies) | 7 Months Ended | 9 Months Ended | 24 Months Ended |
Dec. 31, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Use of Estimates in the Preparation of Financial Statements | Use of Estimates The preparation of financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. | Use of Estimates The preparation of financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. | |
Fair Value Measurements | Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements” approximates the carrying amounts represented in the balance sheet, partially due to their short-term nature. Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements” approximates the carrying amounts represented in the balance sheet, partially due to their short-term nature. Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: · Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; · Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and · Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. | |
Cash and Cash Equivalents | Cash The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash of $ 526,625 no | Cash The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash of $ 177,681 526,625 no | |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is incorporated in the State of Delaware and is required to pay franchise taxes to the State of Delaware on an annual basis. The franchise tax of $ 124,434 | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740 “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. In assessing realizable deferred tax assets, management assesses the likelihood that deferred tax assets will be recovered from future taxable income, and to the extent that recovery is not likely or there is insufficient operating history, a valuation allowance is established. The Company adjusts the valuation allowance in the period management determines it is more likely than not that net deferred tax assets will or will not be realized. As of September 30, 2022, the Company determined that a valuation allowance should be established. As of September 30, 2022 and December 31, 2021, the Company did not recognize any assets or liabilities relative to uncertain tax positions. Interest or penalties, if any, will be recognized in income tax expense. Since there are no significant unrecognized tax benefits as a result of tax positions taken, there are no accrued penalties or interest. Tax positions are positions taken in a previously filed tax return or positions expected to be taken in a future tax return that are reflected in measuring current or deferred income tax assets and liabilities reported in the financial statements. The Company reflects tax benefits, only if it is more likely than not that the Company will be able to sustain the tax return position, based on its technical merits. If a tax benefit meets this criterion, it is measured and recognized based on the largest amount of benefit that is cumulatively greater than 50% likely to be realized. Management does not believe that there are any uncertain tax positions at September 30, 2022 and December 31, 2021. The Company may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is incorporated in the State of Delaware and is required to pay franchise taxes to the State of Delaware on an annual basis. The franchise tax of $ 150,000 124,434 | |
Recent Accounting Pronouncements | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. | |
Cardio Diagnostics Member During Reverse Merger [Member] | |||
Principles of Consolidation | Principles of Consolidation 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. | ||
Use of Estimates in the Preparation of Financial Statements | Use of Estimates in the Preparation of Financial Statements 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. | ||
Fair Value Measurements | Fair Value Measurements The Company adopted the provisions of ASC Topic 820, Fair Value Measurements and Disclosures, 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 1 – quoted prices in active markets for identical assets or liabilities 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) CARDIO DIAGNOSTICS, INC. Notes to Condensed Consolidated Financial Statements Nine Months Ended September 30, 2022 and 2021 | ||
Revenue Recognition | Revenue Recognition 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: 1. Identifying the contract with a customer; 2. Identifying the performance obligations in the contract; 3. Determining the transaction price; 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. | ||
Advertising Costs | Advertising Costs The Company expenses advertising costs as incurred. Advertising costs of $ 65,573 65,099 | ||
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents are comprised of cash and highly liquid investments with original maturities of 90 days or less at the date of purchase. The Company does not have any no 250,000 | ||
Patent Costs | Patent Costs The Company accounts for patents in accordance with ASC 350-30, General Intangibles Other than Goodwill | ||
Long-Lived Assets | Long-Lived Assets The Company assesses the valuation of components of its property and equipment and other long-lived assets whenever events or circumstances dictate that the carrying value might not be recoverable. The Company bases its evaluation on indicators such as the nature of the assets, the future economic benefit of the assets, any historical or future profitability measurements and other external market conditions or factors that may be present. If such factors indicate that the carrying amount of an asset or asset group may not be recoverable, the Company determines whether an impairment has occurred by analyzing an estimate of undiscounted future cash flows at the lowest level for which identifiable cash flows exist. If the estimate of undiscounted cash flows during the estimated useful life of the asset is less than the carrying value of the asset, the Company recognizes a loss for the difference between the carrying value of the asset and its estimated fair value, generally measured by the present value of the estimated cash flows. CARDIO DIAGNOSTICS, INC. Notes to Condensed Consolidated Financial Statements Nine Months Ended September 30, 2022 and 2021 | ||
Stock-Based Compensation | Stock-Based Compensation The Company accounts for its stock-based awards granted under its employee compensation plan in accordance with ASC Topic No. 718-20, Awards Classified as Equity, | ||
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method in accordance with ASC Topic No. 740, Income Taxes The Company applies the provisions of ASC Topic No. 740 for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in the Company’s financial statements . | ||
Recent Accounting Pronouncements | Recent Accounting Pronouncements We have reviewed other recent accounting pronouncements and concluded they are either not applicable to the business, or no material effect is expected on the condensed consolidated financial statements as a result of future adoption. | ||
Cardio Diagnostics [Member] | |||
Principles of Consolidation | Principles of Consolidation 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. | ||
Use of Estimates in the Preparation of Financial Statements | Use of Estimates in the Preparation of Financial Statements 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. | ||
Fair Value Measurements | Fair Value Measurements The Company adopted the provisions of ASC Topic 820, Fair Value Measurements and Disclosures, 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 1 – quoted prices in active markets for identical assets or liabilities 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) | ||
Revenue Recognition | Revenue Recognition 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: 1. Identifying the contract with a customer; 2. Identifying the performance obligations in the contract; 3. Determining the transaction price; 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. | ||
Advertising Costs | Advertising Costs The Company expenses advertising costs as incurred. Advertising costs of $ 103,318 5,476 | ||
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents are comprised of cash and highly liquid investments with original maturities of 90 days or less at the date of purchase. The Company does not have any no 250,000 | ||
Patent Costs | Patent Costs The Company accounts for patents in accordance with ASC 350-30, General Intangibles Other than Goodwill | ||
Long-Lived Assets | Long-Lived Assets The Company assesses the valuation of components of its property and equipment and other long-lived assets whenever events or circumstances dictate that the carrying value might not be recoverable. The Company bases its evaluation on indicators such as the nature of the assets, the future economic benefit of the assets, any historical or future profitability measurements and other external market conditions or factors that may be present. If such factors indicate that the carrying amount of an asset or asset group may not be recoverable, the Company determines whether an impairment has occurred by analyzing an estimate of undiscounted future cash flows at the lowest level for which identifiable cash flows exist. If the estimate of undiscounted cash flows during the estimated useful life of the asset is less than the carrying value of the asset, the Company recognizes a loss for the difference between the carrying value of the asset and its estimated fair value, generally measured by the present value of the estimated cash flows. | ||
Stock-Based Compensation | Stock-Based Compensation The Company accounts for its stock-based awards granted under its employee compensation plan in accordance with ASC Topic No. 718-20, Awards Classified as Equity, | ||
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method in accordance with ASC Topic No. 740, Income Taxes The Company applies the provisions of ASC Topic No. 740 for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in the Company’s financial statements . | ||
Recent Accounting Pronouncements | Recent Accounting Pronouncements We have reviewed other recent accounting pronouncements and concluded they are either not applicable to the business, or no material effect is expected on the condensed consolidated financial statements as a result of future adoption. |
Note 6 - Earnings (Loss) Per _2
Note 6 - Earnings (Loss) Per Common Share (Policies) | 7 Months Ended | 9 Months Ended | 24 Months Ended |
Dec. 31, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
The Company calculates net income (loss) per common share in accordance with ASC 260 “Earnings Per Share” (“ASC 260”). Basic and diluted net earnings (loss) per common share was determined by dividing net earnings (loss) applicable to common stockholders by the weighted average number of common shares outstanding during the period. | Net Income (Loss) per Share The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. In order to determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss) allocable to both the redeemable common stock and non-redeemable common stock and the undistributed income (loss) is calculated using the total net loss less any dividends paid. The Company then allocated the undistributed income (loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable common stock. As of December 31, 2021, the Company has not considered the effect of the warrants sold in the Initial Public Offering in the calculation of diluted net income (loss) per share, since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive and the Company did not have any other dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted income (loss) per share is the same as basic (income) loss per share for the period presented. | Net Income (Loss) per Share The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. In order to determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss) allocable to both the redeemable common stock and non-redeemable common stock and the undistributed income (loss) is calculated using the total net loss less any dividends paid. The Company then allocated the undistributed income (loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable common stock. Any remeasurement of the accretion to redemption value of the common stock subject to possible redemption was considered to be dividends paid to the public stockholders. For the nine months ended September 30, 2022, the Company has not considered the effect of the warrants sold in the Initial Public Offering in the calculation of diluted net income (loss) per share, since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive and the Company did not have any other dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted income (loss) per share is the same as basic (income) loss per share for the period presented. | |
Cardio Diagnostics Member During Reverse Merger [Member] | |||
The Company calculates net income (loss) per common share in accordance with ASC 260 “Earnings Per Share” (“ASC 260”). Basic and diluted net earnings (loss) per common share was determined by dividing net earnings (loss) applicable to common stockholders by the weighted average number of common shares outstanding during the period. | The Company calculates net income (loss) per common share in accordance with ASC 260 “ Earnings Per Share | ||
Cardio Diagnostics [Member] | |||
The Company calculates net income (loss) per common share in accordance with ASC 260 “Earnings Per Share” (“ASC 260”). Basic and diluted net earnings (loss) per common share was determined by dividing net earnings (loss) applicable to common stockholders by the weighted average number of common shares outstanding during the period. | The Company calculates net income (loss) per common share in accordance with ASC 260 “ Earnings Per Share |
INVESTMENTS HELD IN TRUST ACC_2
INVESTMENTS HELD IN TRUST ACCOUNT (Tables) | 7 Months Ended | 9 Months Ended |
Dec. 31, 2021 | Sep. 30, 2022 | |
Investments, All Other Investments [Abstract] | ||
Schedule of Fair value assets measured on recurring basis | Schedule of Fair value assets measured on recurring basis Description Level December 31, 2021 Assets: Trust Account – U.S. Treasury Securities Mutual funds 1 $ 65,000,484 | Schedule of Fair value assets measured on recurring basis Description Level September 30, 2022 December 31, 2021 Assets: Trust Account - U.S. Treasury Securities Mutual Funds 1 $ 65,573,383 $ 65,000,484 |
NET INCOME (LOSS) PER SHARE (Ta
NET INCOME (LOSS) PER SHARE (Tables) | 7 Months Ended | 9 Months Ended |
Dec. 31, 2021 | Sep. 30, 2022 | |
Basic and fully diluted income (loss) per common share: | ||
Schedule of basic and diluted net loss per share | Schedule of basic and diluted net loss per share For the Period From May 19, 2021 (inception) through December 31, 2021 Non- Redeemable Redeemable Common Common Stock Stock Basic and diluted net income/(loss) per share: Numerators: Net income/(loss) $ (144,837 ) $ (144,837 ) Denominators: Weighted-average shares outstanding 1,001,327 1,560,288 Basic and diluted net income/(loss) per share (0.14 ) (0.09 ) | Schedule of basic and diluted net loss per share For the Three Months Ended September 30, 2022 For the Nine Months Ended September 30, 2022 Redeemable Non-Redeemable Redeemable Non-Redeemable Common Stock Common Stock Common Stock Common Stock Basic and diluted net income (loss) per share: Numerators: Allocation of net income (loss) $ 161,815 $ 40,454 $ (410,436 ) $ (102,609 ) Denominators: Weighted-average shares outstanding 6,500,000 1,625,000 6,500,000 1,625,000 Basic and diluted net income (loss) per share $ 0.02 $ 0.02 $ (0.06 ) $ (0.06 ) |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 7 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income tax provision | Schedule of Income tax provision For the Period from May 19, 2021 (inception) through December 31, 2021 Current Federal $ — State 124,434 Deferred Federal (30,416 ) State — Valuation allowance 30,416 Income tax provision $ 124,434 |
Schedule of Effective income tax rate reconciliation | Schedule of Effective income tax rate reconciliation For the Period from May 19, 2021 (inception) through December 31, 2021 U.S. statutory rate 21.0 % Change in valuation allowance ( 21.0 )% |
Schedule of deferred income tax assets | Schedule of deferred income tax assets Deferred tax assets: Net operating loss carryover $ 30,416 Total deferred tax assets 30,416 Valuation allowance (30,416 ) Deferred tax asset, net of allowance $ — |
Note 4 _ Intangible Assets (Tab
Note 4 – Intangible Assets (Tables) | 9 Months Ended | 24 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Cardio Diagnostics Member During Reverse Merger [Member] | ||
Acquired identifiable intangible assets | The following tables provide detail associated with the Company’s acquired identifiable intangible assets: Acquired identifiable intangible assets As of September 30, 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Useful Life (in years) Amortized intangible assets: Know-how license $ 80,000 $ (38,667 ) $ 41,333 5 Total $ 80,000 $ (38,667 ) $ 41,333 | |
Cardio Diagnostics [Member] | ||
Acquired identifiable intangible assets | The following tables provide detail associated with the Company’s acquired identifiable intangible assets: A cquired identifiable intangible assets As of December 31, 2021 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Useful Life (in years) Amortized intangible assets: Know-how license $ 80,000 $ (26,667 ) $ 53,333 5 Total $ 80,000 $ (26,667 ) $ 53,333 |
Note 6 - Earnings (Loss) Per _3
Note 6 - Earnings (Loss) Per Common Share (Tables) | 9 Months Ended | 24 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Cardio Diagnostics Member During Reverse Merger [Member] | ||
Anti dilutive schedule | The Company’s potentially dilutive shares, which include outstanding common stock options, common stock warrants, and convertible debt have not been included in the computation of diluted net loss per share for the nine months ended September 30, 2022 and 2021 as the result would be anti-dilutive. Anti-dilutive shares Nine Months Ended September 30, 2022 2021 Stock warrants 643,262 87,582 Stock options 513,413 — Total shares excluded from calculation 1,156,675 87,582 | |
Cardio Diagnostics [Member] | ||
Anti dilutive schedule | The Company’s potentially dilutive shares, which include outstanding common stock options, common stock warrants, and convertible debt have not been included in the computation of diluted net loss per share for the years ended December 31, 2021 and 2020 as the result would be anti-dilutive. Anti dilutive schedule Years Ended December 31, 2021 2020 Stock warrants 84,372 21,450 Total shares excluded from calculation 84,372 21,450 |
Note 7 _ Stockholders_ Equity (
Note 7 – Stockholders’ Equity (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Cardio Diagnostics Member During Reverse Merger [Member] | |
Summary of Warrant Activity | Warrant activity during the nine months ended September 30, 2022 and 2021 follows: Summary of Warrant Activity Weighted Average Weighted Remaining Warrants Outstanding Average Exercise Price Contractual Life (Years) Warrants outstanding at December 31, 2020 52,000 $ 13.35 13.76 Warrant granted 35,582 13.35 Warrants outstanding at September 30, 2021 87,582 $ 13.35 13.26 Warrants outstanding at December 31, 2021 114,924 $ 13.35 5.90 Warrant granted 580,338 15.34 Warrants exercised (52,000) 13.35 Warrants outstanding at September 30, 2022 643,262 $ 15.85 4.75 |
Note 9 - Income Taxes (Tables)
Note 9 - Income Taxes (Tables) | 7 Months Ended | 24 Months Ended |
Dec. 31, 2021 | Dec. 31, 2021 | |
Tax rate recon | Schedule of Effective income tax rate reconciliation For the Period from May 19, 2021 (inception) through December 31, 2021 U.S. statutory rate 21.0 % Change in valuation allowance ( 21.0 )% | |
Significant components of the deferred taxes | Schedule of deferred income tax assets Deferred tax assets: Net operating loss carryover $ 30,416 Total deferred tax assets 30,416 Valuation allowance (30,416 ) Deferred tax asset, net of allowance $ — | |
Cardio Diagnostics [Member] | ||
Tax rate recon | The reconciliation between income tax expense computed by applying the federal statutory corporate tax rate and actual income tax expense (benefit) for the year ended December 31, 2021 is as follows: Tax rate recon Statutory U.S. federal income tax rate (21.0 )% State income taxes, net of federal income tax benefit (0.2 )% Tax effect of expenses that are not deductible for income tax purposes: Change in Valuation Allowance 21.2 % Effective tax rate 0.0 % | |
Significant components of the deferred taxes | At December 31, the significant components of the deferred tax assets (liabilities) are summarized below: Significant components of the deferred taxes 2021 2020 Deferred Tax Assets: Net Operating Losses $ 146,578 $ 4,048 Stock-based compensation 197,895 179,607 Total deferred tax assets 344,473 183,655 Deferred Tax Liabilities — — Valuation Allowance (344,473 ) (183,655 ) Net deferred tax assets $ — $ — |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details Narrative) - USD ($) | 1 Months Ended | 7 Months Ended | 9 Months Ended | ||
Oct. 26, 2022 | Nov. 30, 2021 | Nov. 26, 2021 | Dec. 31, 2021 | Sep. 30, 2022 | |
Subsidiary, Sale of Stock [Line Items] | |||||
Number of shares issued | 232,500 | ||||
Common stock, par value | $ 0.00001 | $ 0.00001 | |||
Business combination, shares | 6,465,452 | ||||
Redemption price | $ 10.10 | ||||
Aggregate redemption amount | $ 65,310,892 | ||||
Business combination shares | 9,514,743 | ||||
Business ownership, percentage | 72.80% | ||||
Purchase of additional units | 6,926,624 | ||||
Converted shares | 928,571 | ||||
Additional shares | 1,000,000 | ||||
Number of redemption shares | 6,465,452 | ||||
Number of redemption shares, value | $ 65,310,892 | ||||
Offering price | $ 10 | $ 10 | |||
Additional shares issued to the Sponsor in connection with underwriters' over-allotment option | 75,000 | 75,000 | |||
Proceeds from issuance initial public offering | $ 65,000,000 | ||||
Aggregate proceeds held in trust account | $ 65,000,000 | ||||
Business combination net tangible asset | 5,000,001 | ||||
Cash | 526,625 | $ 177,681 | |||
Unsecured promissory note | 200,000 | ||||
Repayment of loan | 125,547 | ||||
Underwriting Agreement [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Proceeds from issuance initial public offering | 1,300,000 | ||||
Legacy Cardio [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Conversion shares | 43,334 | ||||
Principal amount | $ 433,334 | ||||
Legacy Cardio [Member] | Equity Option [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Option shares | 1,759,600 | ||||
Legacy Cardio [Member] | Warrant [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of shares exchange | 2,204,627 | ||||
Former Officers And Directors [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Purchase of additional units | 34,548 | ||||
Manas Former Officers And Directors [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of shares transferred | 1,625,000 | ||||
Legacy Cardio Stockholders [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of shares received | $ 6,883,306 | ||||
IPO [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of shares issued | 928,571 | ||||
Purchase of additional units | 928,571 | ||||
Sale of units in initial public offering | 6,200,000 | ||||
Warrant Price per share | $ 10 | ||||
Sale of units in initial public offering aggregate amount | $ 62,000,000 | ||||
Net proceeds from sale of units | $ 62,000,000 | $ 62,000,000 | |||
Sale of units per share | $ 10 | $ 10 | |||
Private Placement [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of units in initial public offering | 2,500,000 | ||||
Warrant Price per share | $ 1 | ||||
Sale of units in initial public offering aggregate amount | $ 2,500,000 | ||||
Over-Allotment Option [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of units in initial public offering aggregate amount | $ 3,000,000 | ||||
Proceeds from issuance initial public offering | $ 3,000,000 | ||||
Over-Allotment Option [Member] | Underwriting Agreement [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Purchase of additional units | 300,000 | 930,000 | 930,000 | 930,000 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 7 Months Ended | 9 Months Ended |
Dec. 31, 2021 | Sep. 30, 2022 | |
Accounting Policies [Abstract] | ||
Cash | $ 526,625 | $ 177,681 |
Cash equivalents | 0 | 0 |
cash held in Trust Account | 65,000,484 | 65,573,383 |
Franchise tax | 124,434 | 150,000 |
Federal depository insurance coverage | $ 250,000 | $ 250,000 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details Narrative) - USD ($) | 1 Months Ended | 7 Months Ended | 9 Months Ended | |
Nov. 30, 2021 | Nov. 26, 2021 | Dec. 31, 2021 | Sep. 30, 2022 | |
Subsidiary, Sale of Stock [Line Items] | ||||
Purchase of additional units | 6,926,624 | |||
Offering price | $ 10 | $ 10 | ||
Proceeds from issuance initial public offering | $ 65,000,000 | |||
Option unit expired | 630,000 | |||
Transaction costs | $ 1,697,431 | |||
Underwriting fees | 1,300,000 | |||
Other offering costs | 397,431 | |||
Sale of common stock subject to redemption | 6,500,000 | 6,500,000 | ||
Common Stock [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Share price | $ 11.50 | $ 11.50 | ||
Underwriting Agreement [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Proceeds from issuance initial public offering | 1,300,000 | |||
IPO [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of units in initial public offering | 6,200,000 | |||
Sale of units per share | $ 10 | $ 10 | ||
Purchase of additional units | 928,571 | |||
Over-Allotment Option [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Proceeds from issuance initial public offering | $ 3,000,000 | |||
Over-Allotment Option [Member] | Underwriting Agreement [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Purchase of additional units | 300,000 | 930,000 | 930,000 | 930,000 |
PRIVATE PLACEMENT (Details Narr
PRIVATE PLACEMENT (Details Narrative) - USD ($) | 1 Months Ended | ||
Nov. 26, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Common Stock [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Share Price | $ 11.50 | $ 11.50 | |
Private Placement [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of Stock, Number of Shares Issued in Transaction | 2,500,000 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1 | ||
Sale of Stock, Consideration Received on Transaction | $ 2,500,000 |
RELATED PARTIES (Details Narrat
RELATED PARTIES (Details Narrative) - USD ($) | 1 Months Ended | 7 Months Ended | 9 Months Ended | |||
Nov. 30, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Jun. 22, 2021 | Dec. 31, 2021 | Sep. 30, 2022 | |
Related Party Transaction [Line Items] | ||||||
Number of shares issued | 232,500 | |||||
Issuance of Common Stock to Sponsor | $ 25,000 | |||||
Founders shares issued to the Sponsor | 1,550,000 | 1,550,000 | ||||
Related Party Loans Description | The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $2,400,000 of the notes may be converted upon completion of a Business Combination into warrants at a price of $1.00 per warrant. | The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $2,400,000 of the notes may be converted upon completion of a Business Combination into warrants at a price of $1.00 per warrant. | ||||
Repayment of loans | $ 125,547 | |||||
Common Stock [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Number of shares issued | 1,550,000 | |||||
Issuance of Common Stock to Sponsor | $ 16 | |||||
Additional founders shares issued to the Sponsor | 75,000 | |||||
Founder Shares [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Number of shares issued | 50,000 | 62,500 | 1,437,500 | |||
Issuance of Common Stock to Sponsor | $ 25,000 | |||||
Founder share issued | 1,625,000 | 1,625,000 | ||||
Founder share outstanding | 1,625,000 | 1,625,000 | ||||
Capital contribution | $ 25,000 | $ 25,000 |
INVESTMENTS HELD IN TRUST ACC_3
INVESTMENTS HELD IN TRUST ACCOUNT (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Defined Benefit Plan Disclosure [Line Items] | ||
Investments held in Trust Account | $ 65,573,383 | $ 65,000,484 |
Fair Value, Inputs, Level 1 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Investments held in Trust Account | $ 65,573,383 | $ 65,000,484 |
INVESTMENTS HELD IN TRUST ACC_4
INVESTMENTS HELD IN TRUST ACCOUNT (Details Narrative) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Investments, All Other Investments [Abstract] | ||
Investments held in Trust Account | $ 65,573,383 | $ 65,000,484 |
PROMISSORY NOTES (Details Narra
PROMISSORY NOTES (Details Narrative) - USD ($) | Sep. 30, 2022 | Sep. 23, 2022 | Aug. 23, 2022 | Dec. 31, 2021 |
Short-Term Debt [Line Items] | ||||
Outstanding loan | $ 433,334 | $ 0 | ||
Conversion price | $ 10 | |||
First Extension Payment [Member] | ||||
Short-Term Debt [Line Items] | ||||
Face amount | $ 216,667 | |||
Second Extension Payment [Member] | ||||
Short-Term Debt [Line Items] | ||||
Face amount | $ 216,667 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 1 Months Ended | 7 Months Ended | 9 Months Ended |
Nov. 30, 2021 | Dec. 31, 2021 | Sep. 30, 2022 | |
Subsidiary, Sale of Stock [Line Items] | |||
Underwriting discount | 2% | ||
Proceeds from initial public offering | $ 65,000,000 | ||
Underwriting Agreement [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Proceeds from initial public offering | $ 1,300,000 | ||
Over-Allotment Option [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of Over-Allotment Units | 300,000 | 930,000 | 930,000 |
Proceeds from initial public offering | $ 3,000,000 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - $ / shares | 7 Months Ended | 9 Months Ended | |
Dec. 31, 2021 | Sep. 30, 2022 | Nov. 26, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Preferred stock, shares authorized | 100,000,000 | 100,000,000 | |
Preferred stock, par value | $ 0.00001 | $ 0.00001 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Common stock, shares authorized | 300,000,000 | 300,000,000 | |
Common stock, par value | $ 0.00001 | $ 0.00001 | |
Common stock, shares issued | 1,625,000 | 1,625,000 | |
Common stock, shares outstanding | 1,625,000 | 1,625,000 | |
Temporary equity shares authorized | 6,500,000 | 6,500,000 | |
Share redemption price per share | $ 18 | $ 18 | |
IPO [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Warrant Price per share | $ 10 | ||
Warrant [Member] | IPO [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Warrants issued | 5,750,000 | 5,750,000 | |
Public Warrant [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Warrants issued | 3,250,000 | 3,250,000 | |
Private Warrant [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Warrants issued | 2,500,000 | 2,500,000 | |
Warrant [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Warrant Price per share | $ 0.01 | $ 0.01 |
NET INCOME (LOSS) PER SHARE (De
NET INCOME (LOSS) PER SHARE (Details) - USD ($) | 3 Months Ended | 7 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2022 | |
Redeemable Common Stock [Member] | |||
Basic and diluted net income (loss) per share: | |||
Net income/(loss) | $ 161,815 | $ (144,837) | $ (410,436) |
Weighted-average shares outstanding | 6,500,000 | 1,001,327 | 6,500,000 |
Basic and diluted net income/(loss) per share | $ 0.02 | $ (0.14) | $ (0.06) |
Non Redeemable Common Stock [Member] | |||
Basic and diluted net income (loss) per share: | |||
Net income/(loss) | $ 40,454 | $ (144,837) | $ (102,609) |
Weighted-average shares outstanding | 1,625,000 | 1,560,288 | 1,625,000 |
Basic and diluted net income/(loss) per share | $ 0.02 | $ (0.09) | $ (0.06) |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended |
Oct. 25, 2022 | Sep. 30, 2022 | |
Subsequent Event [Line Items] | ||
Number of redemption shares | 6,465,452 | |
Number of redemption shares, value | $ 65,310,892 | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Number of redemption shares | 6,465,452 | |
Share price | $ 10.10 | |
Number of redemption shares, value | $ 65,300,000 |
PRIVATE PLACEMENTS (Details Nar
PRIVATE PLACEMENTS (Details Narrative) - USD ($) | 1 Months Ended | ||
Nov. 26, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Common Stock [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Share Price | $ 11.50 | $ 11.50 | |
Private Placement [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of Stock, Number of Shares Issued in Transaction | 2,500,000 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1 | ||
Sale of Stock, Consideration Received on Transaction | $ 2,500,000 |
INCOME TAXES (Details)
INCOME TAXES (Details) | 7 Months Ended |
Dec. 31, 2021 USD ($) | |
Income Tax Disclosure [Abstract] | |
Federal | |
State | 124,434 |
Deferred | |
Federal | (30,416) |
State | |
Valuation allowance | 30,416 |
Income tax provision | $ 124,434 |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) | 7 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21% |
Change in valuation allowance | 21% |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) | Dec. 31, 2021 USD ($) |
Deferred tax assets: | |
Net operating loss carryover | $ 30,416 |
Total deferred tax assets | 30,416 |
Valuation allowance | (30,416) |
Deferred tax asset, net of allowance |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) | Dec. 31, 2021 USD ($) |
Income Tax Disclosure [Abstract] | |
Net operating loss carryovers | $ 144,837 |
Note 2 _ Summary of Significa_3
Note 2 – Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cardio Diagnostics Member During Reverse Merger [Member] | ||||
Advertising Expense | $ 65,573 | $ 65,099 | ||
Cash Equivalents, at Carrying Value | 0 | $ 0 | ||
Cash, FDIC Insured Amount | $ 250,000 | |||
Cardio Diagnostics [Member] | ||||
Advertising Expense | 103,318 | $ 5,476 | ||
Cash Equivalents, at Carrying Value | 0 | $ 0 | ||
Cash, FDIC Insured Amount | $ 250,000 |
Note 3 _ Notes Receivable (Deta
Note 3 – Notes Receivable (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | |
Sep. 23, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Cardio Diagnostics Member During Reverse Merger [Member] | |||
Payments to Acquire Notes Receivable | $ 433,334 | $ 433,334 |
Acquired identifiable intangibl
Acquired identifiable intangible assets (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Sep. 30, 2022 | Dec. 31, 2020 | |
Cardio Diagnostics Member During Reverse Merger [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross | $ 80,000 | ||
Finite-Lived Intangible Assets, Accumulated Amortization | (38,667) | ||
Finite-Lived Intangible Assets, Net | $ 245,154 | 314,775 | |
Intangible Assets, Net (Excluding Goodwill) | 53,333 | 41,333 | |
Cardio Diagnostics [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross | 80,000 | ||
Finite-Lived Intangible Assets, Accumulated Amortization | (26,667) | ||
Finite-Lived Intangible Assets, Net | 245,154 | $ 131,125 | |
Intangible Assets, Net (Excluding Goodwill) | $ 53,333 | $ 69,333 | |
Know How License [Member] | Cardio Diagnostics Member During Reverse Merger [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross | 80,000 | ||
Finite-Lived Intangible Assets, Accumulated Amortization | (38,667) | ||
Finite-Lived Intangible Assets, Net | $ 41,333 | ||
Finite-Lived Intangible Asset, Useful Life | 5 years | ||
Know How License [Member] | Cardio Diagnostics [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross | $ 80,000 | ||
Finite-Lived Intangible Assets, Accumulated Amortization | (26,667) | ||
Finite-Lived Intangible Assets, Net | $ 53,333 | ||
Finite-Lived Intangible Asset, Useful Life | 5 years |
Note 4 _ Intangible Assets (Det
Note 4 – Intangible Assets (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cardio Diagnostics Member During Reverse Merger [Member] | ||||||
Amortization of Intangible Assets | $ 4,000 | $ 4,000 | $ 12,000 | $ 12,000 | ||
Cardio Diagnostics [Member] | ||||||
Amortization of Intangible Assets | $ 16,000 | $ 10,667 |
Note 5 _ Patent Costs (Details
Note 5 – Patent Costs (Details Narrative) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Cardio Diagnostics Member During Reverse Merger [Member] | |||
Finite-Lived Intangible Assets, Net | $ 314,775 | $ 245,154 | |
Cardio Diagnostics [Member] | |||
Finite-Lived Intangible Assets, Net | $ 245,154 | $ 131,125 |
Anti-dilutive shares (Details)
Anti-dilutive shares (Details) - Cardio Diagnostics Member During Reverse Merger [Member] - shares | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,156,675 | 87,582 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 643,262 | 87,582 |
Share-Based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 513,413 | 0 |
Summary of Warrant Activity (De
Summary of Warrant Activity (Details) - Warrant Derivative Financial Instruments [Member] - Cardio Diagnostics Member During Reverse Merger [Member] - $ / shares | 9 Months Ended | 12 Months Ended | 21 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | |
Offsetting Assets [Line Items] | ||||||
Outstanding as of December 31, 2020 | 114,924 | 52,000 | 114,924 | 52,000 | ||
Outstanding as of December 31, weighted-average exercise price (in usd per share) | $ 13.35 | $ 13.35 | $ 13.35 | $ 13.35 | ||
[custom:ClassOfWarrantOrRightOutstandingWeightedAverageRemaingContractualLife] | 4 years 9 months | 5 years 10 months 24 days | 13 years 9 months 3 days | 13 years 3 months 3 days | ||
Warrants issued | 580,338 | 35,582 | ||||
Warrants issued, warrant exercise price | $ 15.34 | $ 13.35 | ||||
Warrants exercised | (52,000) | |||||
Warrants exercised, exercise price of warrants | $ 1,335 | |||||
Outstanding as of December 31, 2021 | 643,262 | 87,582 | 114,924 | 52,000 | 87,582 | |
Outstanding as of December 31, weighted-average exercise price (in usd per share) | $ 15.85 | $ 13.35 | $ 13.35 | $ 13.35 | $ 13.35 |
Note 7 _ Stockholders_ Equity_2
Note 7 – Stockholders’ Equity (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||||||||
May 23, 2022 | May 06, 2022 | May 02, 2022 | Apr. 30, 2022 | Mar. 15, 2021 | Mar. 10, 2021 | Oct. 01, 2019 | Nov. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Apr. 23, 2022 | Dec. 31, 2021 | Nov. 26, 2021 | |
Class of Stock [Line Items] | |||||||||||||||||
Common stock, shares authorized | 300,000,000 | 300,000,000 | 300,000,000 | ||||||||||||||
Stock Issued During Period, Shares, New Issues | 232,500 | ||||||||||||||||
Issuance of Common Stock to Sponsor | $ 25,000 | ||||||||||||||||
Shares Issued, Price Per Share | $ 10 | $ 10 | |||||||||||||||
Cardio Diagnostics Member During Reverse Merger [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Common stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | 2,300,000 | |||||||||||||
Issuance of Common Stock to Sponsor | $ 1,123,001 | $ 950,000 | $ 175,000 | ||||||||||||||
Cardio Diagnostics Member During Reverse Merger [Member] | Nine Months September 2022 [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Stock Issued During Period, Shares, New Issues | 744,425 | ||||||||||||||||
Issuance of Common Stock to Sponsor | $ 11,986,037 | ||||||||||||||||
Payment of Financing and Stock Issuance Costs | $ 1,198,604 | ||||||||||||||||
[custom:WarrantsIssued] | 214,998 | ||||||||||||||||
Cardio Diagnostics Member During Reverse Merger [Member] | Nine Months September 2021 [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Stock Issued During Period, Shares, New Issues | 13,109 | ||||||||||||||||
Issuance of Common Stock to Sponsor | $ 175,000 | ||||||||||||||||
Shares Issued, Price Per Share | $ 13.35 | $ 13.35 | |||||||||||||||
Cardio Diagnostics Member During Reverse Merger [Member] | March 102021 [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Stock Issued During Period, Shares, New Issues | 50,450 | ||||||||||||||||
Issuance of Common Stock to Sponsor | $ 60,000 | ||||||||||||||||
Cardio Diagnostics Member During Reverse Merger [Member] | March 152021 [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Stock Issued During Period, Shares, New Issues | 39,786 | ||||||||||||||||
Issuance of Common Stock to Sponsor | $ 451,471 | ||||||||||||||||
Cardio Diagnostics Member During Reverse Merger [Member] | October 12019 [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Warrant terms and provisions | On October 1, 2019, the Company issued warrants to a seed funding firm equivalent to 2% of the fully-diluted equity of the Company, or 22,500 common shares at the time of issuance. The warrant is exercisable on the earlier of the closing date of the next Qualified Equity Financing occurring after the issuance of the warrant, and immediately before a Change of Control. The exercise price is the price per share of the shares sold to investors in the next Qualified Equity Financing, or if the warrant becomes exercisable in connection with a Change in Control before the next Qualified Equity Financing, the greater of the quotient obtained by dividing $150,000 by the Pre-financing Capitalization, and the price per share paid by investors in the then-most recent Qualified Equity Financing, if any. The warrant will expire upon the earlier of the consummation of any Change of Control, or 15 years after the issuance of the warrant. | ||||||||||||||||
Cardio Diagnostics Member During Reverse Merger [Member] | April 2022 Warrants [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Warrant terms and provisions | In April 2022, the Company issued fully vested warrants to investors as part of private placement subscription agreements pursuant to which the Company issued common stock. Each shareholder received warrants to purchase 50% of the common stock issued at an exercise price of $13.35 per share with an expiration date of June 30, 2027. | ||||||||||||||||
Cardio Diagnostics Member During Reverse Merger [Member] | May 232022 Warrants [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Warrant terms and provisions | As of May 23, 2022, the Company issued fully vested warrants to investors as part of an additional private placement subscription agreements pursuant to which the Company issued common stock. Each shareholder received warrants to purchase 50% of the common stock issued at an exercise price of $21.29 per share with an expiration date of five years from the date of issue. | ||||||||||||||||
Cardio Diagnostics Member During Reverse Merger [Member] | Equity Incentive 2022 Plan [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Description | Effective May 2, 2022, the Company adopted the 2022 Equity Incentive Plan (the “Plan”). The purpose of the Plan is to promote the interests of the Company and its stockholders by providing eligible employees, directors and consultants with additional incentives to remain with the Company and its subsidiaries, to increase their efforts to make the Company more successful, to reward such persons by providing an opportunity to acquire shares of Common Stock on favorable terms and to attract and retain the best available personnel to participate in the ongoing business operations of the Company. The Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Restricted Stock, Restricted Stock Units, Stock Appreciation Rights, Performance Units and Performance Shares. | ||||||||||||||||
Cardio Diagnostics Member During Reverse Merger [Member] | Share-Based Payment Arrangement, Option [Member] | Optionsto Boardof Directors [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Terms of Award | On May 6, 2022 the Company granted 513,413 stock options to the board of directors pursuant to the Plan. 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. | ||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 513,413 | ||||||||||||||||
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 13.35 | ||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Date | May 06, 2032 |
Note 8 _ Commitments and Cont_2
Note 8 – Commitments and Contingencies (Details Narrative) - Cardio Diagnostics Member During Reverse Merger [Member] - USD ($) | 3 Months Ended | 9 Months Ended | |||||
Jul. 26, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Apr. 14, 2021 | |
Deposits Assets, Current | $ 250,000 | $ 250,000 | |||||
Other Nonoperating Expense | 112,534 | ||||||
[custom:RepaymentOfDepositForAcquisition] | $ 137,466 | $ 137,466 |
Note 9 - Related Party Transa_2
Note 9 - Related Party Transactions (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Immediate Family Member of Management or Principal Owner [Member] | Cardio Diagnostics Member During Reverse Merger [Member] | ||
Related Party Transaction [Line Items] | ||
Related Party Transaction, Expenses from Transactions with Related Party | $ 0 | $ 79,920 |
Note 10 _ Subsequent Events (De
Note 10 – Subsequent Events (Details Narrative) | Apr. 22, 2022 |
Cardio Diagnostics Member During Reverse Merger [Member] | |
Subsequent Event, Description | On October 25, 2022, pursuant to a Merger Agreement, Mana Capital Acquisition Corp. (“Mana Capital”), a special purpose acquisition company incorporated under the laws of the state of Delaware merged with and into the Company, with the Company surviving the merger as a wholly-owned subsidiary of Mana Capital. Subsequent to the merger, Mana Capital changed its name to Cardio Diagnostics Holdings Inc. |
Anti dilutive schedule (Details
Anti dilutive schedule (Details) - Cardio Diagnostics [Member] - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 84,372 | 21,450 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 84,372 | 21,450 |
Note 7 _ Stock To Be Issued (De
Note 7 – Stock To Be Issued (Details Narrative) - Cardio Diagnostics [Member] - USD ($) | 12 Months Ended | ||
Mar. 15, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Redeemable Noncontrolling Interest, Equity, Common, Carrying Amount | $ 0 | $ 346,471 | |
[custom:SafeAgreementsSharesConvertedToCommonStock] | 39,786 | ||
[custom:SafeAgreementsValueConvertedToCommonStock] | $ 451,471 | $ 451,471 |
Note 8 _ Stockholders_ Equity (
Note 8 – Stockholders’ Equity (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||||
Apr. 12, 2021 | Mar. 15, 2021 | Mar. 10, 2021 | May 01, 2020 | Jan. 01, 2020 | Oct. 01, 2019 | Nov. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Nov. 26, 2021 | |
Class of Stock [Line Items] | |||||||||||
Stock Issued During Period, Shares, New Issues | 232,500 | ||||||||||
Shares Issued, Price Per Share | $ 10 | $ 10 | |||||||||
Issuance of Common Stock to Sponsor | $ 25,000 | ||||||||||
Cardio Diagnostics [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Issuance of Common Stock to Sponsor | $ 1,225,000 | ||||||||||
[custom:CommonStockIssuedToMembersSharesPerContributionAgreement] | 1,000,000 | ||||||||||
Stock Issued During Period, Value, Issued for Services | $ 80,000 | ||||||||||
April 122021 [Member] | Cardio Diagnostics [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Stock Issued During Period, Shares, New Issues | 91,761 | ||||||||||
Shares Issued, Price Per Share | $ 13.35 | ||||||||||
Issuance of Common Stock to Sponsor | $ 1,225,000 | ||||||||||
Payment of Financing and Stock Issuance Costs | $ 105,000 | ||||||||||
[custom:WarrantsIssued] | 23,596 | ||||||||||
March 102021 [Member] | Cardio Diagnostics [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Stock Issued During Period, Shares, New Issues | 50,450 | ||||||||||
Issuance of Common Stock to Sponsor | $ 60,000 | ||||||||||
March 152021 [Member] | Cardio Diagnostics [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Stock Issued During Period, Shares, New Issues | 39,786 | ||||||||||
Issuance of Common Stock to Sponsor | $ 451,471 | ||||||||||
Year Ended 2020 [Member] | Cardio Diagnostics [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Stock Issued During Period, Shares, New Issues | 12,831 | ||||||||||
Issuance of Common Stock to Sponsor | $ 111,027 | ||||||||||
Stock Issued During Period, Shares, Issued for Services | 31,922 | ||||||||||
Stock Issued During Period, Value, Issued for Services | $ 477,236 | ||||||||||
May 12020 [Member] | Cardio Diagnostics [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Stock Issued During Period, Shares, Issued for Services | 5,565 | ||||||||||
Stock Issued During Period, Value, Issued for Services | $ 80,000 | ||||||||||
October 12019 [Member] | Cardio Diagnostics [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Warrant terms and provisions | On October 1, 2019, the Company issued warrants to a seed funding firm equivalent to 2% of the fully-diluted equity of the Company, or 21,450 common shares at the time of issuance. The warrant is exercisable on the earlier of the closing date of the next Qualified Equity Financing occurring after the issuance of the warrant, and immediately before a Change of Control. The exercise price is the price per share of the shares sold to investors in the next Qualified Equity Financing, or if the warrant becomes exercisable in connection with a Change in Control before the next Qualified Equity Financing, the greater of the quotient obtained by dividing $150,000 by the Pre-financing Capitalization, and the price per share paid by investors in the then-most recent Qualified Equity Financing, if any. The warrant will expire upon the earlier of the consummation of any Change of Control, or 15 years after the issuance of the warrant |
Tax rate recon (Details)
Tax rate recon (Details) | 7 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2021 | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | (21.00%) | |
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Percent | 21% | |
Cardio Diagnostics [Member] | ||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | (2100.00%) | |
Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Percent | (20.00%) | |
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Percent | 2,120% | |
Effective Income Tax Rate Reconciliation, Percent | 0% |
Significant components of the d
Significant components of the deferred taxes (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred Tax Assets: | ||
Net Operating Losses | $ 30,416 | |
Total deferred tax assets | 30,416 | |
Valuation Allowance | (30,416) | |
Cardio Diagnostics [Member] | ||
Deferred Tax Assets: | ||
Net Operating Losses | 146,578 | $ 4,048 |
Stock-based compensation | 197,895 | 179,607 |
Total deferred tax assets | 344,473 | 183,655 |
Deferred Tax Liabilities | ||
Valuation Allowance | (344,473) | (183,655) |
Net deferred tax assets |
Note 9 - Income Taxes (Details
Note 9 - Income Taxes (Details Narrative) - USD ($) | 3 Months Ended | 4 Months Ended | 7 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Expense (Benefit) | $ 0 | $ 0 | $ 0 | $ 0 | ||
Cardio Diagnostics [Member] | ||||||
Income Tax Expense (Benefit) | $ 0 | $ 0 | ||||
Income Tax Examination, Penalties and Interest Expense | $ 0 | $ 0 |
Note 10 _ Commitments and Con_2
Note 10 – Commitments and Contingencies (Details Narrative) - USD ($) | Dec. 31, 2021 | Apr. 14, 2021 | Dec. 31, 2020 |
Cardio Diagnostics [Member] | |||
Deposits Assets, Current | $ 250,000 | $ 250,000 |
Note 11 - Related Party Trans_2
Note 11 - Related Party Transactions (Details Narrative) - Cardio Diagnostics [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Safe Transaction [Member] | ||
Related Party Transaction [Line Items] | ||
Related Party Transaction, Description of Transaction | Included in stock to be issued (Note 7) are SAFE agreements from related parties of $0 and $221,471 as of December 31, 2021 and 2020, respectively. | 221,471 |
Related Party Transaction, Amounts of Transaction | $ 0 | |
Immediate Family Member of Management or Principal Owner [Member] | ||
Related Party Transaction [Line Items] | ||
Related Party Transaction, Expenses from Transactions with Related Party | 79,920 | $ 116,105 |
Related Party Transaction, Purchases from Related Party | $ 0 | $ 1,500 |
Note 12 _ Subsequent Events (De
Note 12 – Subsequent Events (Details Narrative) | Apr. 22, 2022 |
Cardio Diagnostics [Member] | |
Subsequent Event, Description | On April 22, 2022 the Company Amended its Certificate of Incorporation increasing the total number of shares of stock which the Company shall have authority to issue from two million three hundred thousand (2,300,000) shares of Common Stock with a par value of $0.0001 to ten million (10,000,000) shares of Common Stock with a par value of $0.0001. |
Uncategorized Items - cdio-dec2
Label | Element | Value |
Cardio Diagnostics Member During Reverse Merger [Member] | ||
Stock Issued During Period, Value, Conversion of Convertible Securities, Net of Adjustments | us-gaap_StockIssuedDuringPeriodValueConversionOfConvertibleSecuritiesNetOfAdjustments | |
Adjustment to patent deposits contributed by shareholders | us-gaap_AdjustmentsToAdditionalPaidInCapitalOther | (3,279) |
Other offering costs | us-gaap_AdjustmentsToAdditionalPaidInCapitalStockIssuedIssuanceCosts | 1,096,309 |
Other offering costs | us-gaap_AdjustmentsToAdditionalPaidInCapitalStockIssuedIssuanceCosts | 102,295 |
Other offering costs | us-gaap_AdjustmentsToAdditionalPaidInCapitalStockIssuedIssuanceCosts | 95,000 |
Common stock and warrants issued for cash | CDIO_CommonStockAndWarrantsValueIssuedForCash | 10,863,036 |
Stock-based compensation | us-gaap_StockIssuedDuringPeriodValueShareBasedCompensation | 60,000 |
SAFE agreements converted to common stock | CDIO_SafeAgreementsValueConvertedToCommonStock | 451,471 |
Cardio Diagnostics [Member] | ||
Adjustment to patent deposits contributed by shareholders | us-gaap_AdjustmentsToAdditionalPaidInCapitalOther | 101,215 |
Adjustment to patent deposits contributed by shareholders | us-gaap_AdjustmentsToAdditionalPaidInCapitalOther | (3,279) |
Other offering costs | us-gaap_AdjustmentsToAdditionalPaidInCapitalStockIssuedIssuanceCosts | 105,000 |
Stock-based compensation | us-gaap_StockIssuedDuringPeriodValueShareBasedCompensation | 588,263 |
Stock-based compensation | us-gaap_StockIssuedDuringPeriodValueShareBasedCompensation | 60,000 |
Common stock issued to members per contribution agreement | CDIO_CommonStockIssuedToMembersValuePerContributionAgreement | $ 1,000 |