United States securities and exchange commission logo
July 5, 2022
Jonathan Intrater
Chief Executive Officer
Mana Capital Acquisition Corp.
8 The Green, Suite 12490
Dover, DE 19901
Re: Mana Capital
Acquisition Corp.
Resgistration
Statement on Form S-4
Filed May 31. 2022
File No. 333-265308
Dear Mr. Intrater:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement and Proxy Statement on Form S-4
Do any of MANA's directors or officers have interests that may conflict
with my interests with
respect to the Business Combination?, page 3
1. Please clarify whether
Mr. Intrater is covered by the indemnity contained in the Business
Combination Marketing
Agreement.
2. Please file as an
exhibit the agreement whereby the Sponsor has agreed to transfer
securities to Mr.
Intrater, or advise.
Cardio, page 11
3. Revise the Summary
presentation to explain and highlight that FDA has not approved or
cleared Cardio s
product or evaluated any of the performance claims presented here or in
Jonathan Intrater
FirstName LastNameJonathan
Mana Capital Acquisition Corp.Intrater
Comapany
July 5, 2022NameMana Capital Acquisition Corp.
July 5,2 2022 Page 2
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the Business section. To the extent that FDA has not cleared or
approve any epigenetics-
based clinical tests, please revise to highlight this information.
4. Please provide us support for your disclosure that Cardio has
commercialized the tests. In
this regard, we note the disclosure that Cardio introduced the product
for market testing in
2021 and that Cardio did not report any revenues for the first quarter
of 2022. Also, revise
the Business section where appropriate to discuss the sales and
marketing of this product.
Given that the FY2021 financial statements reflect an accounts
receivable balance at
12/31 equal to the revenues for the entire year, tell us whether the
sales were made to one
or a few customers.
Risks Related to Cardio's Intellectual Property
Certain core technology of Cardio..., page 31
5. Please revise to explain here, and elsewhere as applicable, the scope
of the initial work as
wells as the follow-on work. Discuss the term and termination
provisions of the
University of Iowa licenses.
The Cardio Private Placement, page 64
6. Revise to indicate whether the actual size and the material terms of
the PIPE will be
known and disclosed prior to MANA s shareholder vote. Explain the
impact of the
potential Cardio private placement on the merger consideration. Also,
tell us your basis
for the assumption disclosed on page 63 and elsewhere concerning
Cardio raising $10
million. In this regard, we note the disclosure on page 82 indicates
that the closing
condition for the PIPE investment stands at $4.5 million. Also, tell
us the identity of the
placement agent.
Background to Negotiations with Cardio, page 71
7. Your disclosure on page 71 indicates that Benchmark's opinion
addresses fairness to
stockholders "unaffiliated with the Sponsor of MANA or its
affiliates." Please reconcile
this disclosure with the last sentence of the fairness opinion which
states that the
consideration is fair to the Company s shareholders from a financial
point of view. As
applicable, please revise the disclosure on page 17 to clarify that
the fairness opinion
addresses fairness to stockholders and explain how that differs from
an opinion that
specifically addresses fairness to the unaffiliated stockholders.
8. Revise to discuss briefly on pages 67-68 Cardio s Merger Agreement
with I-On. Without
limitation, discuss how the Cardio business was valued for purposes of
that merger
agreement and the reason(s) why the merger was not consummated.
9. Please revise the Background section to detail the negotiations
concerning Cardio s
valuation and the merger consideration. Discuss Cardio s basis for
the $175 million
valuation as well as MANA s basis for the $75 million valuation.
Jonathan Intrater
FirstName LastNameJonathan
Mana Capital Acquisition Corp.Intrater
Comapany
July 5, 2022NameMana Capital Acquisition Corp.
July 5,3 2022 Page 3
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10. Please revise the discussion at the bottom of page 68 to explain in
greater detail each of
the four primary concerns of diligence and how MANA reached the
conclusion that it
would be a feasible transaction. Similarly revise the second paragraph
on page 70 and
elsewhere to identify the due diligence matters that arose and how
they were addressed in
the merger agreement.
11. With respect to the negotiations and discussions conducted during the
May 18 to May 26
period, please revise to explain the specific changes and
modifications sought by each of
the parties. For instance, and without limitation, please disclose the
representations that
Cardio agreed to provide concerning its business, operations and
financial condition.
12. Please revise the discussion of Cardio s growth plans and the cash
closing condition. In
particular, disclose the amount that MANA believed was necessary for
Cardio to achieve
its growth plan and the reason MANA sought to reduce the closing
condition amount.
MANA's Board of Directors' Reasons..., page 71
13. Please revise to disclose the financial projections that Cardio
presented to the MANA
Board or its advisors, including the forecasts for the December 31,
2022 to 2026 time
periods. As applicable, disclose the date(s) when Cardio presented
each set of projections
to you or your advisors and any material assumptions that served as a
basis for Cardio s or
MANA s financial model.
14. We note the disclosure that the MANA Board did not rely on Cardio s
financial
projections as a determinative factor in its decision to enter into
the Merger Agreement.
Please further revise to discuss what consideration, if any, the MANA
Board gave to
Cardio projections. Discuss whether the MANA Board and/or Benchmark
found any of
Cardio s projections to be unreasonable and/or modified the Cardio
projections when
developing their own financial model.
Interests of Certain MANA-Related Persons in the Business Combination, page 75
15. Please revise to identify your initial stockholders.
16. Please revise to present separately Mr. Intrater s financial
interest in the Business
Combination. Include in the presentation the potential value of the
sponsor shares and
private warrants discussed in the penultimate paragraph on page 63.
Given the disclosure
that Mr. Intrater is a Managing Director at Ladenburg, Thalmann & Co.,
Inc., please
disclose whether he would directly or indirectly receive any of the
deferred underwriting
commission, Business Combination Marketing fees, or any other
potential payments to
Ladenburg.
The Potential PIPE Investment, page 80
17. Tell us why the parties are seeking to conduct an additional PIPE
after the Business
Combination, and how the $3 million value was chosen. Also, revise to
clarify the parties
who will cooperate with the combined company to consummate a PIPE
Investment.
Jonathan Intrater
FirstName LastNameJonathan
Mana Capital Acquisition Corp.Intrater
Comapany
July 5, 2022NameMana Capital Acquisition Corp.
July 5,4 2022 Page 4
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FirstName LastName
Information about Cardio, page 97
18. Please tell us your basis for indicating that the June 2021 study
independently validated
the performance of the Epi+Gen CHD product. In this regard, it
appears that Cardio s
CEO was the lead author of the referenced study. To the extent that an
external study was
also conducted, please revise to clearly identify that study and
provide details so that
investors can assess it.
19. Please revise to disclose Cardio s plans for the proceeds to be
received in connection with
the Business Combination. To the extent that the proceeds could vary
materially, please
present the uses under various scenarios. Also, revise to discuss here
and on page 124
whether the proceeds in all instances would be sufficient to (i) fund
the company for the
12 months following closing and (ii) launch the saliva-based version
of the product that
Cardio intends to launch in 2023.
Products, page 99
20. You state that the upon completion of laboratory profiling of the
EPI+Gen CHD
biomarker panel, the data is interpreted using Cardio's ML/AI risk
calculator. Please
expand to disclose what Cardio's ML/AI risk calculator is screening
for, ranges of risk
scores, and what risk scores consider a patient to be at risk of
cardiovascular diseases. You
also state that such test is capable of assessing near-term risk of
CHD (three-years). Please
expand to include if such test is recommended to be taken every three
years for assessing
cardiovascular disease risks.
21. You state that in addition to the licensed technology, Cardio has
other patent applications
pending. Please state the number of pending patent applications and
further state if these
pending patents will be owned by the University of Iowa or Cardio.
Cardio's Market Opportunity, page 101
22. Please revise to identify the source for the $31.5 billion projection
for the global CVD
diagnostics market.
Intellectual Property, page 105
23. With reference to the disclosure on page 103, please revise to discuss
each of the three
patent families, including the Core Technology covered by the
University of Iowa
license. Clarify whether the Artificial Intelligence aspect of the
technology is covered by
any patents and/or patent applications.
24. You state that Cardio currently uses a variety of non-exclusive
licensed technologies
owned by third parties, including Thermo Fisher Scientific, Bio-Rad
Laboratories, and
Amazon Web Services. Please revise, as applicable, to include a risk
factor regarding the
risk that these third parties could amend the terms of these
agreements and/or terminate
them, and the effect this may have on Cardio's business.
Jonathan Intrater
FirstName LastNameJonathan
Mana Capital Acquisition Corp.Intrater
Comapany
July 5, 2022NameMana Capital Acquisition Corp.
July 5,5 2022 Page 5
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Laboratory-Developed Tests, page 107
25. We note your disclosure that Cardio believes the test that
Cardio currently offers is a
laboratory-developed test, or LDT. Please revise to clarify
whether Mana Capital
Acquisition Corp shares this same belief and discuss, where
appropriate in the
proxy/prospectus, what, if any, due diligence MANA or its
representatives conducted to
reach a conclusion on this matter.
26. Expand the discussion to explain how the current test is developed,
validated and
performed within a single laboratory, particularly given your
disclosure at the bottom of
page 23 discusses use of a contract manufacturer in Michigan and
testing performed in a
laboratory in Missouri.
27. Please revise to update your disclosure concerning the VALID Act and
the VITAL Act as
well as the potential impact on regulation of Cardio s business.
Exhibits
28. With reference to Regulation S-K, Item 601, please file the material
contracts relating to
Cardio s business. For instance, and without limitation, please file
the license agreements
with University or Iowa as well as the agreements with InTeleLabs, IBI
Scientific and
MOgene, which you discuss on page 99.
General
29. We note that Ladenburg, Thalmann & Co., Inc., and I-Bankers
Securities, Inc. were
underwriters for the initial public offering of the SPAC, and that
Ladenburg and
Benchmark served as financial advisers to the SPAC in connection with
the proposed
business combination transaction with Cardio. We also note press
reports that certain
financial advisors are ending their involvement in SPAC business
combination
transactions. Please tell us, with a view to disclosure, whether you
have received notice
from any of these institutions about them ceasing involvement in your
transaction and
how that may impact your deal or any deferred compensation owed to
such company. In
addition, identify if any financial advisor served Cardio, or any
other financial advisor
served the SPAC, in connection with the proposed transaction, and
provide similar
disclosure as applicable.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Jonathan Intrater
Mana Capital Acquisition Corp.
July 5, 2022
Page 6
You may contact Christine Torney at 202-551-3652 or Brian Cascio at
202-551-3676 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Doris Stacey Gama at 202-551-3188 or Joe McCann at 202-551-6262 with
any other
questions.
Sincerely,
FirstName LastNameJonathan Intrater
Division of
Corporation Finance
Comapany NameMana Capital Acquisition Corp.
Office of Life
Sciences
July 5, 2022 Page 6
cc: Jie Chengying Xiu, Esq.
FirstName LastName