Business Context and Reporting Period
This Form 8-K, dated November 22, 2021, reports on Mana Capital Acquisition Corp. (not Cardio Diagnostics Holdings, Inc.), a Delaware corporation and Special Purpose Acquisition Company (SPAC). The filing details the effectiveness of the Company's Registration Statement on Form S-1 and the consummation of its Initial Public Offering (IPO) on November 26, 2021.
Key Financial Metrics
- IPO Proceeds: The Company sold 6,200,000 Units at $10.00 per Unit, generating gross proceeds of $62,000,000.
- Private Placement Proceeds: The Company sold 2,500,000 Private Placement Warrants to the Sponsor at $1.00 per warrant, generating $2,500,000 in gross proceeds.
- Total Trust Account: As of November 26, 2021, $62,000,000 was deposited into a U.S.-based trust account at J.P. Morgan Chase Bank, N.A.
- Over-Allotment Option: Underwriters were granted a 45-day option to purchase up to 930,000 additional Units.
- Debt: A prior note of $125,872 owed to the Sponsor was offset against the purchase price of the Private Placement Warrants.
- Revenue/Profit/Margins: The filing text does not provide revenue, profit, or margin data as the Company is a pre-business combination SPAC.
Material Changes and Agreements
The primary material change is the transition from a private entity to a public company following the IPO. Key agreements entered into include:
- Underwriting Agreement: With Ladenburg Thalmann & Co., Inc. and I-Bankers Securities, Inc.
- Warrant and Rights Agreements: Establishing terms for public warrants (exercisable at $11.50/share) and rights to acquire 1/7th of a share upon business combination.
- Amended Charter: Adoption of an Amended and Restated Certificate of Incorporation effective November 22, 2021.
- Private Placement: Sale of warrants to the Sponsor exempt from registration under Section 4(a)(2) of the Securities Act.
Outlook, Risks, and Contingencies
- Business Combination Timeline: The Company must complete an initial business combination within 9 months of the IPO closing (November 26, 2021), extendable up to 21 months.
- Redemption Rights: Public shareholders may redeem shares if the Company fails to complete a business combination within the specified timeframe or if the Charter is amended regarding redemption rights.
- Trust Account Restrictions: Funds in the trust account are generally restricted until the completion of a business combination, a redemption event, or to pay taxes on interest earned.
- Future Reporting: An audited balance sheet reflecting IPO proceeds is anticipated to be filed within four business days of the IPO closing.
Investor Verification Checklist
- Verify the final number of Units sold, including any exercise of the 45-day over-allotment option.
- Confirm the exact date the 9-month deadline for a business combination expires and any extension mechanisms available.
- Review the full text of the Amended and Restated Certificate of Incorporation (Exhibit 3.1) for specific redemption thresholds and voting rights.
- Monitor the upcoming audited balance sheet filing to confirm the final cash position and working capital.
- Check for any subsequent filings regarding the status of the $125,872 Sponsor note offset.