Filing identity and reporting period
Important: The supplied 10-K is for Mana Capital Acquisition Corp., a blank-check SPAC—not Cardio Diagnostics Holdings, Inc. The filing covers the period from inception on May 19, 2021 through December 31, 2021; it does not provide a comparable prior-year period. It was filed March 31, 2022.
Business context
Mana Capital was formed to identify and combine with one or more businesses. It had no operating business, revenue, or binding agreement with a target by year-end. Its stated search focus included healthcare, technology, the green economy, and consumer products, with a target valuation generally in the $150 million to $500 million range.
Financial results and liquidity
- Revenue: None. Management did not expect operating revenue before a business combination.
- Net loss: $144,837 for May 19–December 31, 2021. The statements report $20,887 of formation and operating costs, $124,434 of franchise tax expense, and $484 of trust-account investment income. The filing’s MD&A describes the $124,434 as an income-tax provision, while the financial statements show no income-tax provision; investors should verify this presentation.
- Cash flow: $300,944 used in operating activities; $65.0 million used in investing activities, principally for the trust account; and $65,827,569 provided by financing activities. Year-end cash outside the trust was $526,625.
- Assets and liquidity: Total assets were $65,807,166, including $65,000,484 in the trust account and $806,682 in current assets. Current liabilities were $124,434, comprising franchise tax payable. Stockholders’ equity was $682,732; public shares subject to redemption were classified as $65.0 million of temporary equity.
- Debt and commitments: No long-term debt or off-balance-sheet arrangements were reported. A $125,547 sponsor note was repaid by year-end; no working-capital loans were outstanding. A business-combination marketing fee equal to 2.5% of IPO gross proceeds is payable if a combination closes.
Material changes and financing
The company completed its IPO in November 2021: 6.5 million public units at $10 each, raising $65.0 million gross, and sold 2.5 million private warrants for $2.5 million. The trust held $65,000,484 at year-end. IPO transaction costs were $1,697,431, including $1.3 million of underwriting fees. The sponsor held 1.625 million founder shares, approximately 20% of post-IPO shares, acquired for an aggregate $25,000.
Outlook, risks, and unusual items
- The company had nine months from the IPO closing to complete a business combination, with up to twelve one-month extensions to a maximum of 21 months, subject to board approval and sponsor or affiliate deposits into trust. Public shareholders do not receive a vote or redemption opportunity for extensions.
- If no combination is completed within the permitted period, public shares are to be redeemed from the trust, subject to creditor claims and applicable law; rights and warrants would expire worthless. The sponsor is not obligated to fund extensions or provide working-capital loans.
- Key risks include no operating history or revenue, competition for targets, redemptions reducing transaction cash, dependence on additional financing if needed, potential dilution, and conflicts arising from sponsor economics and management’s outside obligations. COVID-19 and market conditions could also hinder target search or financing.
- Management concluded disclosure controls and procedures were not effective as of December 31, 2021. Management said additional analysis was performed and the financial statements fairly present the company’s position and results. The filing did not include management’s ICFR assessment or an auditor attestation, citing the newly public company transition period.
- The auditor issued an unqualified opinion on the financial statements. The auditor did not opine on internal-control effectiveness.
Most important facts for investors to verify
- Confirm the issuer: this filing is for Mana Capital Acquisition Corp., not Cardio Diagnostics Holdings, Inc.
- Reconcile the $124,434 franchise-tax expense and the inconsistent MD&A reference to an income-tax provision.
- Verify current business-combination status, applicable deadline or extensions, trust balance, and any subsequent financing or redemptions; this filing reports no binding target agreement as of its reporting period.
- Review the disclosed ineffective disclosure controls and any subsequent remediation.
- Assess dilution, redemption terms, sponsor incentives, conflicts of interest, and the contingent 2.5% marketing fee when evaluating any eventual transaction.