Business Context and Reporting Period
This Form 8-K is filed by Mana Capital Acquisition Corp. (the "Company"), a special purpose acquisition company (SPAC), on August 23, 2022. The Company is in the process of a business combination with Cardio Diagnostics, Inc. ("Cardio"). Upon completion of the merger, Mana Capital will change its name to Cardio Diagnostics Holdings, Inc. The filing primarily addresses the extension of the deadline to consummate this initial business combination.
Key Financial Metrics
The filing does not provide comprehensive financial statements, revenue, profit, or cash flow data for the reporting period. The specific financial activity disclosed is as follows:
- Extension Payment: Cardio Diagnostics loaned Mana Capital $216,667 on August 23, 2022.
- Use of Funds: The loan proceeds were deposited into the Company's Trust Account to extend the existence of the SPAC.
- Debt Obligation: In connection with the deposit, Mana Capital issued a promissory note to Cardio with a principal amount equal to the Extension Payment ($216,667).
- Liquidity: The filing does not provide a clear value for total cash, working capital, or other liquidity metrics outside of the specific extension transaction.
Material Changes
The primary material change reported is the extension of the time available to consummate the business combination. Previously set to expire on August 26, 2022, the deadline has been extended by one month to September 26, 2022. This is the first of up to twelve one-month extensions permitted under the Company's Amended and Restated Certificate of Incorporation. The extension was funded by the loan from Cardio Diagnostics.
Guidance, Outlook, and Risks
Outlook and Management Commentary: The Company intends to proceed with the Business Combination as outlined in the Merger Agreement dated May 27, 2022. Management has issued press releases confirming the intention to extend and the subsequent funding of the extension payment.
Risks and Contingencies: The filing includes extensive forward-looking statements and risk factors, including:
- Failure to obtain stockholder approval or satisfy closing conditions.
- Potential termination of the Merger Agreement.
- Receipt of unsolicited offers for alternative transactions.
- Inability to list the post-acquisition company on the Nasdaq Stock Market.
- Disruption of current plans and operations.
- Impact of the COVID-19 pandemic on the combined company.
- Regulatory changes or legal proceedings.
Unusual Items: The issuance of the promissory note to the target company (Cardio) to fund the SPAC's trust extension is a specific transactional item unique to this SPAC merger structure.
Investor Verification Checklist
- Verify the terms of the promissory note filed as Exhibit 10.1, including interest rates and repayment conditions.
- Review the Form S-4 registration statement for detailed proxy materials and the full list of risk factors.
- Confirm the status of the stockholder vote required to approve the Business Combination.
- Monitor the Trust Account balance and the remaining number of available one-month extensions.
- Check for any updates regarding the listing approval on the Nasdaq Stock Market for the combined entity.