Business Context and Reporting Period
This Form 8-K is filed by Mana Capital Acquisition Corp. (not Cardio Diagnostics Holdings, Inc.) on January 19, 2022. The filing reports a change in the registrant's certifying accountant. The company is a Special Purpose Acquisition Company (SPAC) incorporated in Delaware, with securities trading on The Nasdaq Stock Market LLC under symbols MAAQU, MAAQ, MAAQW, and MAAQR.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on the administrative change of the independent registered public accounting firm.
Material Changes
- Dismissal of Former Auditor: On January 19, 2022, the Company dismissed Marcum Bernstein Pinchuk, LLP, effective immediately. They served as auditors from inception (May 19, 2021) through November 26, 2021.
- Engagement of New Auditor: On January 19, 2022, the Company engaged MaloneBailey, LLP as its new independent public accounting firm to audit the consolidated financial statements for the year ending December 31, 2021.
- Audit History: The former auditor's reports did not contain adverse opinions or disclaimers. However, an audit opinion dated November 10, 2021, included an explanatory paragraph regarding substantial doubt about the Company's ability to continue as a going concern. This doubt was resolved by the audited balance sheet as of November 26, 2021.
- No Disagreements: There were no disagreements with the former auditor regarding accounting principles, practices, or auditing scope, nor were there any "reportable events" during their tenure.
Guidance, Outlook, and Risks
The filing contains no management guidance, financial outlook, or discussion of future risks beyond the standard disclosure regarding the auditor change. The resolution of the "going concern" doubt noted in the prior audit is a positive indicator of liquidity status as of late November 2021, though no forward-looking financial projections are included in this report.
Investor Verification Checklist
- Verify the reason for the auditor change, as the filing states no disagreements occurred.
- Review the letter from the former auditor (Marcum Bernstein Pinchuk, LLP) filed as Exhibit 16.1 to confirm their agreement with the Company's disclosure.
- Confirm the status of the "going concern" qualification in the most recent audited financial statements to ensure the resolution noted in the filing holds.
- Check subsequent filings for the appointment of MaloneBailey, LLP's initial audit opinion for the year ended December 31, 2021.