United States securities and exchange commission logo
August 8, 2022
Jonathan Intrater
Chief Executive Officer
Mana Capital Acquisition Corp.
8 The Green, Suite 12490
Dover, DE 19901
Re: Mana Capital
Acquisition Corp.
Amendment No. 1 to
Registration Statement on Form S-4
Filed July 27, 2022
File No. 333-265308
Dear Mr. Intrater:
We have reviewed your amended 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.
Unless we note
otherwise, our references to prior comments are to comments in our July
5, 2022 letter.
Registration Statement on Form S-4
Q: How do I exercise my redemption rights?, page 5
1. We note your amended
disclosure highlighting that Holders of outstanding MANA Units
must separate the
underlying securities "far enough in advance" to permit the mailing of
the certificates back
to the holder so that the holder may then exercise redemption rights
tendering the physical
certificates or electronically delivering the shares within the
required time
limitation. Please revise here and on the coverpage to specify the timeframe
needed to meet the time
limitation.
Jonathan Intrater
Mana Capital Acquisition Corp.
August 8, 2022
Page 2
Background and Negotiations with Cardio, page 76
2. We note your revised disclosure in response to prior comment 10 and
reissue in part.
Please explain why the past investment history of those who have
invested with Cardio's
Dr. Warren Hosseinion was a primary concern of diligence. Clarify what
diligence
MANA and/or its counsel conducted and what, if anything, they
concluded.
3. We note your revised disclosures in response to prior comment 25.
Please revise to
indicate what diligence, if any, MANA or its representatives conducted
concerning
whether Cardio's products underwent processes and procedures to
qualify as LDTs,
including the requisite processes and procedures, and regulatory
qualification of Cardio s
clinical laboratories and other vendors.
Basis for MANA Board of Directors; Recommendation; Fairness Opinion, page 79
4. We refer to your revised disclosures in response to prior comments 13
and 14. Your
revised disclosures on pages 81 and 86 indicate that Benchmark
utilized Cardio s FY2025
and FY2026 revenue projections in all three customary valuation
approaches it conducted
to arrive at its fairness opinion. We further note your revised
disclosures on pages 35 and
81 indicate that Cardio s FY2025 and FY2026 revenue projections were
based on the
assumption that Cardio would obtain broad-based coverage and
reimbursement from
third-party payors by 2025 and that the MANA Board did not rely upon
Cardio s financial
projections in recommending the Business Combination to its
stockholders because the
financial projections prepared by Cardio are not reliable.
Accordingly, please revise all
disclosures concerning Benchmark s fairness opinion to explain that
Benchmark relied
upon FY2025-2026 projections that MANA s Board considers to be
unreliable. Also,
revise all disclosures indicating that the MANA Board did not rely on
Cardio s financial
projections to clarify that Benchmark primarily based its fairness
opinion upon Cardio s
FY2025 and FY2026 projections.
Going Concern and Management's Plans, page 142
5. We note your revised disclosures on pages 109 and 142 in response to
prior comment 19
as well a your updated disclosures concerning the private placements.
Please revise to
disclose Cardio s current plans for the proceeds to be received in
connection with the
Business Combination and private placements, including the approximate
amount
FirstName LastNameJonathan Intrater
intended to be used for each specific purpose. To the extent that the
proceeds are not
Comapany NameMana
sufficient to carryCapital
out theAcquisition Corp.
strategies you outline on pages 142-143,
then please disclose
Augustwhich areas
8, 2022 Page will
2 require additional funding in the future.
FirstName LastName
Jonathan Intrater
FirstName LastNameJonathan
Mana Capital Acquisition Corp.Intrater
Comapany
August NameMana Capital Acquisition Corp.
8, 2022
August
Page 3 8, 2022 Page 3
FirstName LastName
Exhibits
6. We refer to prior comment 28 and reissue. Please tell us why you
removed the disclosure
on page 114 regarding these three contracts and provide your analysis
for concluding that
each of the three agreements is not required to be filed pursuant to
Item 601(b) of
Regulation S-K.
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,
Division of
Corporation Finance
Office of Life
Sciences
cc: Jie Chengying Xiu, Esq.