| 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. |
