Cardio Diagnostics Holdings, Inc 8-K, filed Jan 12, 2022
Cardio Diagnostics Holdings, Inc. (CDIO)
About this 8-K
Cardio Diagnostics Holdings, Inc filed this 8-K on January 12, 2022.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
January 12, 2022
Date of Report (Date of earliest event reported)
MANA CAPITAL ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
| Delaware | 001-41097 | 87-0925574 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
| 8 The Green, Suite 12490, Dover, Delaware | 19901 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (302) 281-2147
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Units, each consisting of one share of common stock, par value $0.00001, one redeemable warrant to purchase one-half of one share of common stock and one right to acquire 1/7th of one share of common stock |
MAAQU | The Nasdaq Stock Market LLC | ||
| Common Stock, par value $0.00001 | MAAQ | The Nasdaq Stock Market LLC | ||
| Redeemable warrants, each warrant exercisable for one-half of one share of common stock | MAAQW | The Nasdaq Stock Market LLC | ||
| Rights, each to receive one-seventh (1/7) of one share of common stock | MAAQR | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| |
| Item 8.01. | Other Events. |
On January 12, 2022, Mana Capital Acquisition Corp. (the “Company”) issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that the holders of the Company’s units (the “Units”) may elect to separately trade the shares of common stock, par value $0.00001 per share (the “Common Stock”), warrants (the “Warrants”) and rights (the “Rights”) included in the Units commencing on January 14, 2022. Each Unit consists of one share of Common Stock, one-half of one redeemable Warrant to purchase one share of Common Stock, and one Right to receive one-seventh (1/7) of one share of Common Stock upon the consummation of the Company’s initial business combination. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade.
Any Units not separated will continue to trade on The Nasdaq Global Market (“Nasdaq”) under the symbol “MAAQU”. The shares of Common Stock, Warrants and Rights which are separated will trade on Nasdaq under the symbols “MAAQ”, “MAAQW” and “MAAQR”, respectively. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the Units into shares of Common Stock, Warrants and Rights.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release dated January 12, 2022 |
| |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
| Mana Capital Acquisition Corp. | ||
| Dated: January 12, 2022 | By: | /s/ Jonathan Intrater |
| Name: | Jonathan Intrater | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
For Immediate Release
Mana Capital Acquisition Corp. Announces the Separate Trading
of its Common Stock, Warrants and Rights, Commencing January 14, 2022
Dover, DE – January 12, 2022 – Mana Capital Acquisition Corp. (Nasdaq: MAAQU) (“Mana” or the “Company”), today announced that, commencing January 14, 2022, holders of the 6,500,000 units sold in the Company’s initial public offering may elect to separately trade the Company’s common stock, warrants, and rights included in the units. Each unit consists of one share of common stock, one-half of one redeemable warrant, and one right to receive one-seventh (1/7) of one share at the closing of a business combination.
The shares of common stock, warrants and rights that are separated will trade on The Nasdaq Global Market (“Nasdaq”) under the symbols “MAAQ”, “MAAQW” and “MAAQR,” respectively. Those units not separated will continue to trade on Nasdaq under the symbol “MAAQU.” Holders of units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the units into shares of common stock, warrants and rights.
Mana is a newly incorporated blank check company formed for the purpose of engaging in a merger, stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities. Its efforts to identify a prospective target business will not be limited to a particular industry or geographic region, although it intends to focus its search on target businesses operating in North America, Europe and Asia in the healthcare, technology, green economy, and consumer products sectors.
The units were initially offered by the Company in an underwritten offering. Ladenburg, Thalmann & Co., Inc. acted as the sole book-running manager for the offering and I-Bankers Securities, Inc. acted as co-manager. A registration statement relating to the units and the underlying securities was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on November 22, 2021.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
FORWARD-LOOKING STATEMENTS
This press release contains statements that constitute “forward-looking statements,” including with respect to the Company’s search for an initial business combination. No assurance can be given as to the consummation of any business combination or the terms thereof. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus for the initial public offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Contact:
Mana Capital Acquisition Corp.
Jonathan Intrater, CEO
(413) 519-3764