Business Context and Reporting Period
This Form 8-K, dated November 30, 2021, reports on Mana Capital Acquisition Corp. (not Cardio Diagnostics Holdings, Inc., as indicated in the metadata request). The filing details the consummation of the Company's Initial Public Offering (IPO) and the partial exercise of the underwriters' Over-Allotment Option.
Key Financial Metrics
- Total Gross Proceeds: $67,500,000 (comprising $65,000,000 from Units and $2,500,000 from Private Warrants).
- Trust Account Balance: $65,000,000 deposited with J.P. Morgan Chase Bank, N.A.
- Units Sold: 6,500,000 total (6,200,000 in IPO + 300,000 via Over-Allotment) at $10.00 per Unit.
- Private Placement: 2,500,000 warrants sold to the Sponsor at $1.00 per warrant.
- Revenue/Profit/Cash Flow: The filing text does not provide operating revenue, net profit, or operating cash flow figures as the Company is a Special Purpose Acquisition Company (SPAC) in its formation stage.
Material Changes
The primary material change is the transition from a private entity to a public company following the IPO on November 26, 2021, and the subsequent partial exercise of the Over-Allotment Option on November 30, 2021. This resulted in an increase in gross proceeds by $3,000,000 and the issuance of 75,000 additional shares of Common Stock to the Sponsor.
Outlook, Risks, and Unusual Items
- Capital Structure: Each Unit consists of one share of Common Stock, one-half of one redeemable warrant (exercise price $11.50), and one right to acquire 1/7th of a share upon a business combination.
- Liquidity: $65,000,000 is held in a trust account, restricted for use in a future business combination.
- Unusual Items: The filing includes an unaudited pro forma balance sheet (Exhibit 99.1) reflecting the proceeds from the Option Units.
- Risks: Standard SPAC risks apply, including the requirement to consummate an initial business combination within a specified timeframe to avoid liquidation.
Investor Verification Checklist
- Verify the exact terms of the Over-Allotment Option and the remaining unexercised portion (630,000 units).
- Confirm the redemption rights and exercise price ($11.50) of the warrants.
- Review the unaudited pro forma balance sheet (Exhibit 99.1) for the final capitalization structure.
- Check the Sponsor's commitment regarding the 75,000 shares issued in connection with the Over-Allotment.