8-K
Cardio Diagnostics Holdings, Inc. (CDIO)
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
November 30, 2021
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<br><br>of incorporation) | (Commission File Number) | (I.R.S. Employer<br><br>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, <br><br>one redeemable warrant to purchase one-half of one share of common stock and one right to acquire 1/7^th^ 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 3.02. | Unregistered Sales of Equity Securities. |
|---|
The information included in Item 8.01 is incorporated into this Item by reference.
| Item 8.01. | Other Events. |
|---|
As previously disclosed on a Current Report on Form 8-K, on November 26, 2021, Mana Capital Acquisition Corp., a Delaware corporation (the “Company”) consummated its initial public offering (the “IPO”) of 6,200,000 units (the “Units”). Each Unit consists of one share of common stock of the Company, par value $0.00001 per share (the “Common Stock”), one-half of one redeemable warrant of the Company (“Warrant”), with each whole Warrant entitling the holder thereof to purchase one share of Common Stock for $11.50 per share, subject to adjustment, 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. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $62,000,000. Simultaneously with the consummation of the IPO, the Company completed the private sale (the “Private Placement”) of an aggregate of 2,500,000 warrants (the “Private Warrants”) to Mana Capital LLC, a Delaware limited liability company (the “Sponsor”), at a purchase price of $1.00 per Private Warrant, generating gross proceeds to the Company of $2,500,000.
In connection with the IPO, the underwriters were granted a 45-day option from the date of the prospectus (the “Over-Allotment Option”) to purchase up to 930,000 additional units to cover over-allotments (the “Option Units”), if any. On November 30, 2021, the underwriters purchased an additional 300,000 Option Units pursuant to the partial exercise of the Over-Allotment Option. The Option Units were sold at an offering price of $10.00 per Unit, generating additional gross proceeds to the Company of $3,000,000. Pursuant to the Second Amended and Restated Subscription Agreement between the Sponsor and the Company, the Company issued the Sponsor a total of 75,000 shares of Common Stock in connection with the partial exercise by the underwriters of the Over-Allotment Option.
A total of $65,000,000 of the proceeds from the sale of the Units and Private Placement Warrants, including the sale of the Option Units from the partial exercise of the Over-Allotment Option, were placed in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee. In connection with the partial exercise of the Over-Allotment Option, the Company has prepared an unaudited pro forma balance sheet reflecting the receipt of the proceeds for the sale of the Option Units on November 30, 2021, which is included as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
|---|---|
| (d) | Exhibits |
| --- | --- |
| Exhibit No. | Description |
| --- | --- |
| 99.1 | Pro-forma Balance Sheet dated November 30, 2021. |
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: December 6, 2021 | By: | /s/ Jonathan Intrater |
| Name: | Jonathan Intrater | |
| Title: | Chief Executive Officer |
Exhibit 99.1
MANA CAPITAL ACQUISITION CORP.
BALANCE SHEET
| Actual as of November 26, 2021 | Pro Forma Adjustments | As Adjusted | ||||||
|---|---|---|---|---|---|---|---|---|
| (Unaudited) | (Unaudited) | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash | 887,872 | $ | (60,000 | ) | $ | 827,872 | ||
| Prepaid Expenses - short term | 199,725 | — | 199,725 | |||||
| Total Current Assets | 1,087,597 | (60,000 | ) | 1,027,597 | ||||
| Prepaid Expenses - long term | 89,755 | — | 89,755 | |||||
| Cash Held in Trust | 62,000,000 | 3,000,000 | 65,000,000 | |||||
| Total Assets | 63,177,352 | $ | 2,940,000 | $ | 66,117,352 | |||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
| Current Liabilities | ||||||||
| Accrued offering costs | 20,600 | $ | — | $ | 20,600 | |||
| Accrued expenses | 280,649 | — | 280,649 | |||||
| Total Current Liabilities | 301,249 | — | 301,249 | |||||
| Commitments and contingencies | ||||||||
| Common stock subject to possible redemption; 6,200,000 shares at redemption value (10.00 per share) | 62,000,000 | 3,000,000 | 65,000,000 | |||||
| Stockholders' Equity | ||||||||
| Preferred stock, 0.00001 par value; 100,000,000 shares authorized; none issued and outstanding | — | — | — | |||||
| Common stock, 0.00001 par value; 300,000,000 shares authorized; 1,550,000 and 1,625,000 issued and outstanding as of November 26, 2021 (excludes 6,200,000 and 6,500,000 shares subject to possible redemption) | 16 | — | 16 | |||||
| Additional paid-in capital | 887,552 | (60,000 | ) | 827,552 | ||||
| Accumulated deficit | (11,465 | ) | — | (11,465 | ) | |||
| Total Stockholders' Equity | 876,103 | (60,000 | ) | 816,103 | ||||
| Total Liabilities and Stockholders' Equity | 63,177,352 | $ | 2,940,000 | $ | 66,117,352 |
All values are in US Dollars.
Mana Capital AcquisitionCorp.
Note to Pro Forma FinancialStatement
(unaudited)
NOTE 1 - CLOSING OF OVERALLOTMENT OPTION
The accompanying unaudited Pro Forma Financial Statement presents the Balance Sheet of Mana Capital Acquisition Corp. (the “Company”) as of November 26, 2021, adjusted for the closing of the underwriters’ overallotment option and related transactions which occurred on November 30, 2021 as described below.
In connection with the Initial Public Offering, the underwriters were granted a 45-day option from the date of the prospectus (the “Over-Allotment Option”) to purchase up to 930,000 additional units to cover over-allotments (the “Option Units”), if any. On November 30, 2021, the underwriters purchased an additional 300,000 Option Units pursuant to the partial exercise of the Over-Allotment Option. The Option Units were sold at an offering price of $10.00 per Unit, generating additional gross proceeds to the Company of $3,000,000. Pursuant to the Second Amended and Restated Subscription Agreement between the Sponsor and the Company, the Company issued the Sponsor a total of 75,000 shares of Common Stock in connection with the partial exercise by the underwriters of the Over-Allotment Option.
Pro forma adjustments to reflect the exercise of the underwriters’ overallotment option are as follows:
| Pro forma entry | ||
|---|---|---|
| Cash held in Trust | ||
| Common stock subject to possible redemption | 3,000,000 | |
| To record sale of 300,000 overallotment Units at 10.00 per Unit. | ||
| Additional paid-in capital | ||
| Cash | 60,000 | |
| To record payment of cash underwriting fee on overallotment options. |
All values are in US Dollars.