Cardio Diagnostics Holdings, Inc S-1/A, filed Nov 10, 2021

Cardio Diagnostics Holdings, Inc. (CDIO)

S-1/A 2021-11-10

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Added on October 28, 2026

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Delaware		6770		87-0925574
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

Title of each Class of Security being registered	Amount being Registered	Proposed Maximum Offering Price Per Security⁽¹⁾		Proposed Maximum Aggregate Offering Price⁽¹⁾		Amount of Registration Fee
Units, each consisting of one Share of Common Stock, one-half of one Redeemable Warrant, and one Right to acquire 1/7 of one share of Common Stock ⁽²⁾⁽⁸⁾	7,130,000 Units	$	10.00	$	71,300,000	$	6,609.51
Common Stock included as part of the Units⁽²⁾⁽⁸⁾	7,130,000 Shares		—		—		—	⁽³⁾
Redeemable Warrants included as part of the Units⁽²⁾⁽⁸⁾	3,565,000 Warrants		—		—		—	⁽³⁾
Rights included as part of the Units⁽²⁾⁽⁸⁾	7,130,000 Rights		—		—		—	⁽³⁾
Common Stock underlying Redeemable Warrants included as part of the Units⁽²⁾⁽⁸⁾	3,565,000 Shares	$	11.50	$	40,997,500	$	3,800.47
Common Stock underlying the Rights included as part of the Units⁽²⁾⁽⁸⁾	1,018,571 Shares	$	10.00	$	10,185,710	$	944.22
Private Warrants to purchase common stock⁽²⁾⁽⁴⁾	2,500,000 Warrants		—		—		—	⁽⁵⁾
Common Stock underlying Private Warrants ⁽²⁾⁽⁶⁾	2,500,000 Shares	$	11.50	$	28,750,000	$	2,665.13
Common Stock, par value $0.00001 per share⁽²⁾⁽⁷⁾	1,782,500 Shares	$	10.00	$	17,825,000	$	1,652.38
Total				$	169,058,210	$	15,672	⁽⁹⁾

	Per Unit		Total
Public Offering Price	$	10.00	$	62,000,000
Underwriting Discounts and Commissions⁽¹⁾	$	0.20	$	1,240,000
Proceeds to Mana Capital Acquisition Corp. (before expenses)	$	9.80	$	60,760,000

		Page
Prospectus Summary		1
The Offering		8
Summary Financial Data		23
Risk Factors		24
Cautionary Note Regarding Forward Looking Statements		53
Use of Proceeds		54
Dividend Policy		57
Dilution		57
Capitalization		59
Management’s Discussion and Analysis of Financial Condition and Results of Operations		59
Proposed Business		63
Management		85
Principal Stockholders		91
Certain Relationships and Related Party Transactions		93
Description of Securities		95
Shares Eligible for Future Sale		103
United States Federal Income Tax Considerations		104
Underwriting (Conflicts of Interest)		112
Legal Matters		120
Experts		120
Where You Can Find Additional Information		120
Index to Financial Statements		F-1

Securities offered		6,200,000 units, at $10.00 per unit, each unit consisting of one share of common stock, one-half of one warrant, each whole warrant to purchase one share of common stock, and one right entitling the holder thereof to receive one-seventh (1/7) of a share of common stock upon consummation of our initial business combination.
Listing of our securities and proposed symbols		We anticipate that the units will be listed on the Nasdaq Global Market under the symbol “MAAQU”, and that the shares of common stock, warrants, and rights, once they begin separate trading, will be listed on the Nasdaq Global Market under the symbols “MAAQ”, “MAAQW”, and “MAAQR” respectively
Trading commencement and separation of shares of common stock, warrants and rights		The units will begin trading on or promptly after the date of this prospectus. The shares of common stock, warrants, and rights comprising the units will begin separate trading on the 90^th day following the date of this prospectus unless Ladenburg Thalmann, as representative of the underwriters, informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release and filed a Current Report on Form 8-K announcing when such separate trading will begin.
		Once the shares of common stock, warrants, and rights commence separate trading, holders will have the option to continue to hold units or separate their units into the component pieces. Holders will need to have their brokers contact our transfer agent in order to separate the units into shares of common stock, warrants, and rights.

		In no event will the shares of common stock, warrants, and rights be traded separately until we have filed a Current Report on Form 8-K with the SEC containing an audited balance sheet reflecting our receipt of the gross proceeds at the consummation of this offering. We will file the Current Report on Form 8-K promptly after the consummation of this offering, which is anticipated to take place two business days from the date of this prospectus. If the underwriters’ over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters’ over-allotment option. We will also include in the Form 8-K, or amendment thereto, or in a subsequent Form 8-K, information indicating if our underwriting representative, Ladenburg Thalmann & Co., Inc. has allowed separate trading of the shares of common stock, warrants, and rights prior to the 90^th day after the date of this prospectus.
Units:
Number outstanding before this offering		0 units
Number outstanding after this offering		6,200,000 units⁽¹⁾
Shares of common stock:
Number outstanding before this offering		1,550,000 shares⁽²⁾
Number to be outstanding after this offering		7,750,000 shares⁽¹⁾⁽²⁾

Rights:
Number outstanding before this offering		0 rights
Number to be outstanding after this offering		6,200,000 rights⁽³⁾
Terms of the rights:		Except in cases where we are not the surviving company in a business combination, each holder of a public right will automatically receive one-seventh (1/7) of a share of common stock upon consummation of our initial business combination. In the event we will not be the surviving company upon completion of our initial business combination, each holder of a right will be required to affirmatively convert his, her or its rights in order to receive the one-seventh (1/7) of a share underlying each right upon consummation of the business combination. We will not issue fractional shares in connection with an exchange of rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of the Delaware General Corporation Law. As a result, you must hold rights in multiples of seven in order to receive shares for all of your rights upon closing of a business combination. If we are unable to complete an initial business combination within the required time period and we redeem the public shares for the funds held in the trust account, holders of rights will not receive any of such funds for their rights and the rights will expire worthless.
Warrants:
Number outstanding before this offering		0 warrants
Number to be outstanding after this offering and private placement		3,100,000 public warrants and 2,500,000 private warrants⁽⁴⁾
Terms of the Warrants:		Each whole redeemable public warrant entitles the holder thereof to purchase one (1) share of common stock, and each private warrant entitles the holder thereof to purchase one share of common stock. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares. We structured each unit to contain one-half of one redeemable warrant, with each whole warrant exercisable for one share of common stock, as compared to units issued by some other similar blank check companies which contain whole warrants exercisable for one whole share, in order to reduce the dilutive effect of the warrants upon completion of an initial business combination as compared to units that each contain a warrant to purchase one whole share, thus making us, we believe, a more attractive initial business combination partner for target businesses.

Exercise price:		The exercise price of the public warrants is $11.50 per whole share, subject to adjustment as described below. No public warrants will be exercisable for cash unless we have an effective and current registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to such shares of common stock. It is our current intention to have an effective and current registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to such shares of common stock in effect promptly following consummation of an initial business combination. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the public warrants is not effective within 90 days following the consummation of our initial business combination, public warrant holders may, until such time as there is an effective registration statement and during any period when we shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act. In such event, each holder would pay the exercise price by surrendering the whole warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the shares of common stock for the 5 trading days ending on the day prior to the date of exercise. For example, if a holder held 300 warrants to purchase 300 shares and the fair market value on the date prior to exercise was $15.00, that holder would receive 70 shares without the payment of any additional cash consideration. In addition, if (x) we issue additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our sponsor or its affiliates, without taking into account any sponsor shares held by our sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our common stock during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
		The warrants will become exercisable on the later of one year after the consummation of this offering or 30 days after the consummation of an initial business combination. The warrants will expire at 5:00 p.m., New York City time, on the fifth anniversary of our completion of an initial business combination, or earlier upon redemption.

Redemption of warrants:		We may redeem the outstanding warrants (including the private warrants), in whole and not in part:
		• at any time while the warrants are exercisable,
		• upon a minimum of 30 days’ prior written notice of redemption,

		• if, and only if, the last sales price of our shares of common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three business days before we send the notice of redemption, and
		• if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption.
		The redemption price for the warrants shall be either (i) if the holder of a warrant has followed the procedures specified in our notice of redemption and surrendered the warrant, the number of shares of common stock as determined in accordance with the “cashless exercise” provisions of the warrant agreement or (ii) if the holder of a warrant has not followed such procedures specified in our notice of redemption, the price of $0.01 per warrant. If the foregoing conditions are satisfied and we issue a notice of redemption, each warrant holder can exercise his, her or its warrant prior to the scheduled redemption date either by paying the cash exercise price or on a “cashless exercise” basis. However, the price of our shares of common stock may fall below the $18.00 trigger price, as well as the $11.50 warrant exercise price after the redemption notice is issued.
		The redemption criteria for our warrants have been established at a price which is intended to provide warrant holders a reasonable premium to the initial exercise price and provide a sufficient differential between the then-prevailing share price and the warrant exercise price so that if the share price declines as a result of our redemption call, the redemption will not cause the share price to drop below the exercise price of the warrants.
		If we call the warrants for redemption as described above, all holders that wish to exercise his, her or its warrants may do so for cash or on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the whole warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the shares of common stock for the 5 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Whether we will exercise our option to require all holders to exercise their warrants on a “cashless basis” will depend on a variety of factors including the price of our shares of common stock at the time the warrants are called for redemption, our cash needs at such time and concerns regarding dilutive share issuances. Alternatively, a holder of warrants may request that we redeem his, her or its warrants by surrendering such warrants and receiving the redemption price of such number of shares of common stock determined as if the warrants were exercised on a “cashless” basis. If the holder neither exercises his, her or its warrants nor requests redemption on a “cashless” basis, then after the redemption date, the warrants held by such a holder will only represent the right to receive the cash redemption price of $0.01 per warrant upon such holder’s surrender of his, her or its warrants.

		The sponsor shares are identical to the shares of common stock included in the units being sold in this offering. However, our founders have agreed (A) to vote their sponsor shares (as well as any public shares acquired in or after this offering) in favor of any proposed business combination, (B) not to propose an amendment to the Certificate of Incorporation, prior to a business combination, to affect the substance or timing of the Company’s obligation to redeem all public shares if it cannot complete an business combination within nine months (or up to 21 months, as applicable) of the closing of this proposed offering, unless the Company provides public stockholders an opportunity to redeem their public shares, (C) not to redeem any shares in connection with a stockholder vote to approve a proposed initial business combination or any amendment to our Certificate of Incorporation prior to consummation of an initial business combination, or sell any shares to us in a tender offer in connection with a proposed initial business combination, and (D) that the sponsor shall not participate in any liquidating distribution from the trust account upon winding up if a business combination is not consummated.
		The private warrants to be issued at the consummation of this offering are identical to the warrants underlying the units sold in this offering. Subject to the transfer restrictions agreed to in the letter agreement with our sponsor, the private warrants are included in the registration statement of which this prospectus forms a part. Accordingly, we may redeem the private warrants on the same terms and conditions as the public warrants.
		In the event of a liquidation prior to our initial business combination, all of our warrants, including the private warrants held by the sponsor (or its affiliates or designees) will be worthless. Additionally, our sponsor has agreed to loan us up to $200,000 pursuant to a note which is due and payable on the later of December 11, 2021 in the event that our initial public offering is not successfully completed by such date or the date on which we complete our initial business combination. As of June 30, 2021, we had borrowed $45,000 under this note to be used for a portion of the expenses of this offering. The outstanding principal amount payable under this note may be converted, at the option of the holder, into up to 200,000 working capital warrants at a price of $1.00 per warrant, with each working capital warrant entitling the holder to purchase one share of our common stock at an exercise price of $11.50 per share.

Restrictions on transfer of sponsor and private warrants		On the date of this prospectus, all of the sponsor shares will be placed into an escrow account maintained in New York, New York by Continental Stock Transfer & Trust Company, acting as escrow agent. Subject to certain limited exceptions, these sponsor shares will not be transferred, assigned, sold or released from escrow until the earlier of six months after the date of the consummation of our initial business combination and the date on which the closing price of our shares of common stock equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination, or earlier, if, subsequent to our initial business combination, we consummate a liquidation, merger, stock exchange or other similar transaction which results in all of our stockholders having the right to exchange their shares for cash, securities or other property. The limited exceptions include transfers, assignments or sales (i) to our officers or directors, any affiliate or family member of any of our officers or directors, any of the sponsor’s members, officers, directors, consultants, or affiliates of the sponsor or any of their affiliates or any other pecuniary interest holders in the sponsor at the time of this offering or family members of the foregoing, (ii) to an initial holder’s stockholders or members upon its liquidation, (iii) by gift to a member of an individual stockholder’s family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) to us for no value for cancellation in connection with the consummation of our initial business combination, or (vii) in connection with the consummation of our initial business combination, by private sales at prices no greater than the price at which the shares were originally purchased, (viii) in the event of our liquidation prior to our consummation of an initial business combination,(ix) by virtue of the laws of the State of Delaware or the sponsor’s limited liability company agreement upon dissolution of the sponsor, or (x) in the event that, subsequent to the consummation of an initial business combination, we complete a liquidation, merger, capital stock exchange or other similar transaction which results in all of our stockholders having the right to exchange their common stock for cash, securities or other property in each case (except for clauses (vi), (viii), (ix) and (x), or with our prior consent) where the transferee agrees to the terms of the escrow agreement and to be bound by these transfer restrictions.

		The sponsor, as the potential purchaser of the private warrants has agreed not to transfer, assign or sell any of the private warrants or underlying securities (except to the same permitted transferees as the sponsor and provided the transferees agree to the same terms and restrictions as the permitted transferees of the sponsor must agree to, each as described above) until the completion of our initial business combination.

Offering proceeds to be held in trust		The rules of the Nasdaq provide that at least 90% of the gross proceeds from this offering and the private placement be deposited in a trust account. $62,000,000 of the net proceeds of this offering (or $71,300,000 if the over-allotment option is exercised in full) and a portion of the purchase price of the $2,500,000 by the sponsor, or $10.00 per unit sold to the public in this offering, will be placed in a U.S.-based trust account at Morgan Stanley maintained by Continental Stock Transfer & Trust Company, acting as trustee pursuant to an agreement to be signed on the date of this prospectus. The remaining $900,000 of aggregate net proceeds of this offering and sale of the private warrants will not be held in the trust account.
		Except as set forth below, the proceeds held in the trust account will not be released until the earlier of the completion of an initial business combination and our redemption of 100% of the outstanding public shares if we have not completed a business combination in the required time period. Therefore, unless and until an initial business combination is consummated, the proceeds held in the trust account will not be available for our use for any expenses related to this offering or expenses which we may incur related to the investigation and selection of a target business and the negotiation of an agreement to acquire a target business.
		Notwithstanding the foregoing, there can be released to us from the trust account any interest earned on the funds in the trust account that we need to pay our income or other tax obligations. With this exception, expenses incurred by us may be paid prior to a business combination only from the net proceeds of this offering and a portion of the proceeds from the private placement of warrants not held in the trust account (initially estimated to be $900,000); provided, however, that in order to meet our working capital needs following the consummation of this offering if the funds not held in the trust account are insufficient, our founders, officers, directors or their designees may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion. Each working capital loan would be evidenced by a promissory note. The working capital notes would either be paid upon consummation of our initial business combination, without interest, or, at the holder’s discretion, up to $2,400,000 of such working capital loans may be converted into working capital warrants at a price of $1.00 per warrant. These additional warrants would be identical to the private warrants sold to our sponsor (or affiliates or designees providing such working capital loans). In the event that the initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts, but no proceeds from our trust account would be used for such repayment.

Ability to extend time to complete business combination		We will have nine months from the consummation of this offering to consummate an initial business combination. However, if we anticipate that we may not be able to consummate our initial business combination within nine months, we may extend the period of time to consummate a business combination up to twelve (12) times, each by an additional one month (for a total of up to 21 months to complete a business combination). Pursuant to the terms of our Certificate of Incorporation and the trust agreement to be entered into between us and Continental Stock Transfer & Trust Company on the date of this prospectus, in order to extend the time available for us to consummate our initial business combination, our board of directors would adopt a resolution authorizing the extension and our sponsor or its affiliates or designees (which may include the potential target business), upon five-days advance notice prior to the applicable deadline, must deposit into the trust account $206,667 (or $237,667 if the underwriters’ over-allotment option is exercised in full) ($0.0333 per share) on or prior to the date of the applicable deadline, for each one-month extension (or up to an aggregate of $2,480,000 (or $2,852,000 if the underwriters’ over-allotment option is exercised in full), or $0.40 per share if we extend for the full twelve months). Any such payments would be made in the form of a loan. The definitive terms of the promissory note to be issued in connection with any such loans have not yet been negotiated. However, any such loans will be non-interest bearing and payable upon the consummation of our initial business combination or, at the option of the persons or persons funding such amounts convertible into additional warrants at $1.00 per warrant for each dollar of loan and be exercisable at $11.50 per share. Unlike many other offerings, investors in our company holding shares of our common stock will not have the right to approve any such extension or seek or obtain redemption of their common stock. If we complete our initial business combination, we also would repay working capital loans or, at the option of the holders of the working capital loans, convert a portion of such loans up to $2,400,000 into working capital warrants. If the business combination is not completed we will not repay such loans and no additional warrants would be issuable. Furthermore, the letter agreement with our initial stockholders contains a provision pursuant to which our sponsor has agreed to waive its right to be repaid for such loans out of the funds held in the trust account in the event that we do not complete a business combination. Our sponsor and its affiliates or designees are not obligated to fund the trust account to extend the time for us to complete our initial business combination. If we are unable to consummate our initial business combination within the applicable time period, we will, as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares for a pro rata portion of the funds held in the trust account and then seek to dissolve and liquidate. In such event, the warrants and rights will be worthless.

Release of funds in trust account on closing of our initial business combination		Upon the completion of our initial business combination, the funds held in the trust account will be used to pay amounts due to any public stockholders who exercise their redemption rights as described below under “Redemption rights”. We will use the remaining funds to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination and any unused proceeds shall remain as working capital of the entity surviving the initial business combination.

Limited payments to insiders		There will be no fees, reimbursements or other cash payments paid to our founders, officers, directors or their affiliates for any services they render prior to, or in order to effectuate the consummation of, an initial business combination (regardless of the type of transaction that it is) other than the following payments, none of which will be made from the proceeds of this offering held in the trust account prior to the completion of our initial business combination:
		• repayment at the consummation of our initial business combination of up to $200,000 of the initial non-interest-bearing loans made by our sponsor or its affiliates or designees (unless such note is converted into working capital warrants);
		• reimbursement of out-of-pocket expenses incurred by management in connection with certain activities on our behalf, such as identifying and investigating possible target businesses and business combinations; and
		• repayment upon consummation of our initial business combination of any loans which may be made by our sponsor, our management or their respective affiliates or designees (i) in connection with the extension of the time period to complete a business combination (which loans may be converted into private warrants).or (ii) to finance transaction costs in connection with an intended initial business combination, which loans we sometimes refer to as working capital loans, of which up to $2,400,000 loan amount may be converted into working capital warrants.
		There is no limit on the amount of out-of-pocket expenses reimbursable by us; provided, however, that to the extent such expenses exceed the available proceeds not deposited in the trust account, such expenses would not be reimbursed by us unless we consummate an initial business combination. Our audit committee will review and approve all reimbursements and payments made to our founders, officers, directors or their respective affiliates, with any interested director abstaining from such review and approval.
Indemnity by Sponsor		Mana Capital LLC, our sponsor, has agreed that it will be liable to us, if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amounts in the trust account to below $10.00 per share (whether or not the underwriter’s over-allotment option is exercised in full) except, as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriter of this offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third-party claims. Our sponsor has been newly formed and we have not independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and believe that our sponsor’s only assets are securities or promissory notes of our company. Therefore, our sponsor may not be able to satisfy those obligations. We believe the likelihood of our sponsor having to indemnify the trust account is limited because we will endeavor to have all vendors and prospective target businesses as well as other entities execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account.

		Neither our sponsor nor any officer or director will participate in any liquidation distribution from our trust account with respect to the sponsor warrants or sponsor shares.
		We will pay the costs of liquidating the trust account from our remaining assets outside of the trust account. If such funds are insufficient, our sponsor has contractually agreed to advance us the funds necessary to complete such liquidation and has contractually agreed not to seek repayment for such expenses.
Limitation on redemption rights of stockholders holding 15% or more of the shares sold in this offering if we hold stockholder vote.		Notwithstanding the foregoing description of redemptions rights, if we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation will provide that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, without our prior consent. We believe the restriction described above will discourage stockholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Without this provision, a public stockholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against an initial business combination if such holder’s shares are not purchased by us or our management at a premium to the then-current market price or on other undesirable terms. By limiting our stockholders’ ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of stockholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with an initial business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash.
		However, we would not be restricting our stockholders’ ability to vote all of their shares (including all shares held by those stockholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination.


Conflict of Interest		Our Chief Executive Officer and chairman of the board is associated with Ladenburg, Thalmann, the underwriter of this offering. Our sponsor has agreed to transfer 150,000 of its sponsor shares and 100,000 of its private warrants to Mr. Intrater upon, or subsequent to, the closing of our initial business combination. As a result, Ladenburg, Thalmann is deemed to have a “conflict of interest” within the meaning of Rule 5121 of the Financial Industry Regulatory Authority (“Rule 5121”). Accordingly, this offering is being made in compliance with the applicable requirements of Rule 5121 which prohibits Ladenburg Thalmann from making sales to discretionary accounts without the prior written approval of the account holder and requires that a “qualified independent underwriter,” as defined by FINRA, participate in the preparation of the registration statement and exercise the usual standards of due diligence with respect to such document Rule 5121 requires that a “qualified independent underwriter,” as defined in Rule 5121, participate in the preparation of the registration statement and prospectus and exercise the usual standards of due diligence with respect thereto. I-Bankers Securities, Inc. has agreed to act as a “qualified independent underwriter” for this offering. We have agreed to indemnify I-Bankers Securities, Inc. against certain liabilities incurred in connection with acting as a “qualified independent underwriter,” including liabilities under the Securities Act. In addition, no underwriter with a conflict of interest will confirm sales to any account over which it exercises discretionary authority without the specific prior written approval of the account holder.

	June 30, 2021
	Actual			As Adjusted⁽¹⁾
Balance Sheet Data:
Working capital (deficiency)	$	(46,147	)	$	62,924,603
Total assets⁽²⁾		105,000			62,924,603
Total liabilities		80,397			--
Value of shares of common stock subject to possible redemption/tender⁽³⁾					62,000,000
Stockholders’ equity	$	24,603		$	924,603

	Without Over-Allotment Option		Over-Allotment Option Exercised
Gross proceeds
From offering	$	62,000,000	$	71,300,000
From private placement of warrants		2,500,000		2,500,000
Total gross proceeds	$	64,500,000	$	73,800,000
Estimated offering expenses⁽¹⁾
Underwriting discounts and commissions (2.0% of gross proceeds from units offered to public),		1,240,000		1,300,000
Legal fees and expenses		130,000		130,000
Nasdaq Listing Fees		50,000		50,000
Printing and engraving expenses		25,000		25,000
Accounting fees and expenses		40,000		40,000
FINRA filing fee		25,859		25,859
SEC registration fee		15,672		15,672
Initial trustee’s fee		4,500		4,500
Miscellaneous expenses		68,969		8,969
Total offering expenses	$	1,600,000		1,600,000
Net proceeds
Held in trust		62,000,000		71,300,000
Not held in trust		900,000		900,000
Total net proceeds	$	62,900,000		72,200,000

	Amount		Percentage
Use of net proceeds not held in trust⁽²⁾
Legal, accounting and other third party expenses attendant to the search for target businesses and to the due diligence investigation, structuring and negotiation of a business combination	$	170,000		18.9	%
Due diligence of prospective target businesses by officers and directors		50,000		5.6	%
Legal and accounting fees relating to SEC reporting obligations		75,000		8.3	%
D&O insurance premiums⁽³⁾		400,000		44.4	%
Working capital to cover miscellaneous expenses, general corporate purposes and reserves, including payment for office space, utilities and secretarial and administrative support ⁽⁴⁾		205,000		22.8	%
Total	$	900,000		100.00	%

	(1)	A portion of the offering expenses, including the SEC registration fee, the FINRA filing fee and a portion of the legal and audit fees, have been paid from the funds we received from our sponsor described below. These funds will be repaid out of the proceeds of this offering available to us. If we determine not to proceed with the offering, such amounts would not be repaid.

	(2)	These amounts are estimates only. Our actual expenditures for some or all of these items may differ from the estimates set forth herein. For example, we may incur greater legal and accounting expenses than our current estimates in connection with negotiating and structuring our initial business combination based upon the level of complexity of that business combination. We do not anticipate any change in our intended use of proceeds, other than fluctuations among the current categories of allocated expenses, which fluctuations, to the extent they exceed current estimates for any specific category of expenses, would be deducted from our excess working capital. In addition, a portion of the offering expenses may be paid from the proceeds of loans from our sponsor of up to $200,000 as described in this prospectus. As of June 30, 2021, we had borrowed $45,000 (of up to $200,000 available to us) under the promissory note with our sponsor to be used for a portion of the expenses of this offering. These amounts may be repaid upon completion of our initial business combination or converted into 200,000 working capital warrants.

	(3)	This amount represents the approximate amount of annual director and officer liability insurance premiums the registrant anticipates paying following the completion of its initial public offering and until it completes a business combination.

		No exercise of over-allotment option					Exercise of over-allotment option in full
Public offering price (1)				$	8.75				$		8.75
Net tangible book deficit before this offering	$	(0.03	)				$	(0.03)
Decrease attributable to public stockholders		0.41					0.36
Pro forma net tangible book value after this offering					0.38				0.33
Dilution to public stockholders				$	8.37				$	8.42
Percentage of dilution to public stockholders					95.7	%			96.2%

	Shares Purchased						Total Consideration					Average Price
Number	Number			Percentage			Amount		Percentage			per Share
Founders		1,550,000	(1)		17.95	%	$	25,000		0.01	%	$	0.0161
Public stockholders		7,085,714	(2)		82.05	%		62,000,000		99.99	%	$	8.75
Total		8,635,714			100.00	%	$	62,025,000		100.00	%

	(1)	Assumes no exercise of the over-allotment option.
	(2)	Assumes the issuance of an additional 885,714 shares underlying the rights to the public shareholders.

	Without Over-allotment			With Over-allotment
Numerator:
Net tangible book value before this offering	$	(46,147	)	$	(46,147	)
Net proceeds from this offering and sale of the placement warrants, net of expenses		62,900,000			72,200,000
Plus: Offering costs paid in advance, excluded from tangible book value		70,750			70,750
Less: Proceeds held in trust subject to redemption		(62,000,000	)		(71,300,000	)
	$	924,603		$	924,603

Denominator:	Without Over-allotment			With Over-allotment
Shares of common stock outstanding prior to this offering		1,550,000			1,550,000
Shares of common stock issued if over-allotment is exercised		—			232,500
Common stock included in the units offered		6,200,000			7,130,000
Common stock underlying the rights to be included in the units offered		885,714			1,018,571
Less: Shares subject to redemption		(6,200,000	)		(7,130,000	)
		2,435,714			2,801,071

	Redemption in Connection with our Initial Business Combination	Other Permitted Purchases of Public Shares by our Affiliates	Redemptions if we fail to Complete an Initial Business Combination
Calculation of redemption price	Redemptions at the time of our initial business combination may be made pursuant to a tender offer or in connection with a stockholder vote. The redemption price will be the same whether we conduct redemptions pursuant to a tender offer or in connection with a stockholder vote. In either case, our public stockholders may redeem their public shares for cash equal to the aggregate amount then on deposit in the trust account, calculated as of two business days prior to the consummation of the initial business combination (which is initially anticipated to be $10.00 per public share), including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, subject to the limitation that no redemptions will take place if, upon our initial business combination, all of the redemptions would cause our net tangible assets to be less than $5,000,001 following such redemptions, and any limitations (including but not limited to cash requirements) agreed to in connection with the negotiation of terms of a proposed business combination.	If we seek stockholder approval of our initial business combination, our founders, directors, officers, advisors or any of their respective affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. Such purchases will be restricted except to the extent such purchases are able to be made in compliance with Rule 10b-18, which is a safe harbor from liability for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act. None of the funds in the trust account will be used to purchase shares in such transactions.	If we have not completed our initial business combination within nine months from the closing of this offering or during any Extension Period, we will redeem all public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account (which is initially anticipated to be $10.00 per public share), including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares.

Impact to remaining stockholders	The redemptions in connection with our initial business combination will reduce the book value per share for our remaining stockholders, who will bear the burden of the Marketing Fee and interest withdrawn in order to pay our taxes (to the extent not paid from amounts accrued as interest on the funds held in the trust account).	If the permitted purchases described above are made, there will be no impact to our remaining stockholders because the purchase price would not be paid by us.	The redemption of our public shares if we fail to complete our initial business combination will reduce the book value per share for the shares held by our initial stockholders, who will be our only remaining stockholders after such redemptions.

	Terms of the Offering	Terms Under a Rule 419 Offering
Escrow of offering proceeds	Nasdaq rules provide that at least 90% of the gross proceeds from this offering and the sale of the private placement warrants be deposited in a trust account. $62,000,000 of the net offering proceeds units will be deposited into a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee.	At least $55,800,000 of the offering proceeds would be required to be deposited into either an escrow account with an insured depositary institution or in a separate bank account established by a broker-dealer in which the broker-dealer acts as trustee for persons having the beneficial interests in the account.
Investment of net proceeds	An amount of $62,000,000 of net offering proceeds will only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations.	Proceeds could be invested only in specified securities such as a money market fund meeting conditions of the Investment Company Act or in securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States.

Receipt of interest on escrowed funds	Interest on proceeds from the trust account to be paid to stockholders is reduced by: (1) any taxes paid or payable; and (2) in the event of our liquidation for failure to complete our initial business combination within the allotted time, up to $100,000 of net interest that may be released to us should we have no or insufficient working capital to fund the costs and expenses of our dissolution and liquidation.	Interest on funds in escrow account would be held for the sole benefit of investors, unless and only after the funds held in escrow were released to us in connection with our completion of a business combination.

	Terms of the Offering	Terms Under a Rule 419 Offering
Limitation on fair value or net assets of target business	While we are listed on Nasdaq, our initial business combination must occur with one or more target businesses that together have a fair market value of at least 80% of the assets held in the trust account (excluding the taxes payable on the interest earned on the trust account) at the time of the agreement to enter into the initial business combination.	We would be restricted from acquiring a target business unless the fair value of such business or net assets to be acquired represent at least 80% of the maximum offering proceeds.
Trading of securities issued	The units may commence trading on or promptly after the date of this prospectus. The shares of common stock, warrants and rights comprising the units will begin to trade separately on the 90^th day after the date of this prospectus unless Ladenburg Thalmann, the representative of the underwriters, informs us of its decision to allow earlier separate trading, provided we have filed with the SEC a Current Report on Form 8-K, which includes an audited balance sheet reflecting our receipt of the proceeds of this offering, including any proceeds we receive from the exercise of the over-allotment option, if such option is exercised prior to the initial filing of such Current Report on Form 8-K. If the underwriters’ over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters’ over-allotment option. We will also include in this Form 8-K, an amendment thereto, or in a subsequent Form 8-K, information indicating if Ladenburg Thalmann. has allowed separate trading of the shares of common stock and warrants prior to the 90^th day after the date of this prospectus.	No trading of the units or the underlying shares of common stock, warrants or rights would be permitted until the completion of a business combination. During this period, the securities would be held in the escrow or trust account.

Exercise of the warrants	The warrants cannot be exercised until the later of the one year anniversary of the closing of this offering or the 30th day after the completion of our initial business combination.	The warrants could be exercised prior to the completion of a business combination, but securities received and cash paid in connection with the exercise would be deposited in the escrow or trust account.

Election to remain an investor	We will provide our public stockholders with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account, calculated as of two business days prior to the consummation of our initial business combination, including interest, which interest shall be net of taxes payable, upon the completion of our initial business combination, subject to the limitations described herein. We may not be required by applicable law or stock exchange rules to hold a stockholder vote. If we are not required by applicable law or stock exchange rules and do not otherwise decide to hold a stockholder vote, we will, pursuant to our amended and restated certificate of incorporation, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under the SEC’s proxy rules. If, however, we hold a stockholder vote, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Pursuant to the tender offer rules, the tender offer period will be not less than 20 business days and, in the case of a stockholder vote, a final proxy statement would be mailed to public stockholders at least 10 days prior to the stockholder vote. However, we expect that a draft proxy statement would be made available to such stockholders well in advance of such time, providing additional notice of redemption if we conduct redemptions in conjunction with a proxy solicitation. If we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of our common stock voted are voted in favor of the business combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the company representing a majority of the voting power of all outstanding shares of capital stock of the company entitled to vote at such meeting. Additionally, each public stockholder may elect to redeem its public shares without voting and, if they do vote, irrespective of whether they vote for or against the proposed transaction.	A prospectus containing information required by the SEC would be sent to each investor. Each investor would be given the opportunity to notify the company, in writing, within a period of no less than 20 business days and no more than 45 business days from the effective date of the post-effective amendment, to decide whether he or she elects to remain a stockholder of the company or require the return of his or her investment. If the company has not received the notification by the end of the 45th business day, funds and interest or dividends, if any, held in the trust or escrow account would automatically be returned to the stockholder. Unless a sufficient number of investors elect to remain investors, all of the deposited funds in the escrow account must be returned to all investors and none of the securities will be issued.

	Terms of the Offering	Terms Under a Rule 419 Offering
Business combination deadline	Pursuant to our amended and restated Certificate of Incorporation, if we are unable to complete our initial business combination within nine months (or up to 21 months) from the closing of this offering, it will trigger the commencement of our winding up, dissolution and liquidation.	If an acquisition has not been consummated within nine months (or up to 21 months) after the effective date of the initial registration statement, funds held in the trust or escrow account would be returned to investors
Limitation on redemption rights of stockholders holding more than 15% of the shares sold in this offering if we hold a stockholder vote	If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation will provide that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect Excess Shares (more than an aggregate of 15% of the shares sold in this offering), without our prior consent. Our public stockholders’ inability to redeem Excess Shares will reduce their influence over our ability to complete our initial business combination and they could suffer a material loss on their investment in us if they sell Excess Shares in open market transactions.	Most blank check companies provide no restrictions on the ability of stockholders to redeem shares based on the number of shares held by such stockholders in connection with an initial business combination.

Tendering stock certificates in connection with a tender offer or redemption rights	We may require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents or proxy materials mailed to such holders or up to two business days prior to the scheduled vote on the proposal to approve the business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option. The tender offer or proxy materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public stockholders to satisfy such delivery requirements. Accordingly, a public stockholder would have from the time we send out our tender offer materials until the close of the tender offer period, or up to two business days prior to the scheduled vote on the business combination if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption rights.	In order to perfect redemption rights in connection with their business combinations, holders could vote against a proposed business combination and check a box on the proxy card indicating such holders were seeking to exercise their redemption rights. After the business combination was approved, the company would contact such stockholders to arrange for them to deliver their certificate to verify ownership.

	Terms of the Offering	Terms Under a Rule 419 Offering

Interest earned on the funds in the trust account	There can be released to us, from time to time, any interest earned on the funds in the trust account that we may need to pay our tax obligations. The remaining interest earned on the funds in the trust account will not be released until the earlier of the completion of a business combination and our liquidation upon failure to effect a business combination within the allotted time.	All interest earned on the funds in the trust account will be held in trust for the benefit of public stockholders until the earlier of the completion of a business combination and our liquidation upon failure to effect a business combination within the allotted time.

Release of funds	Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, if any, the funds held in the trust account will not be released from the trust account until the earliest of: (1) the completion of our initial business combination; (2) the redemption of any public shares properly submitted in connection with a stockholder vote to amend our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemptions in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within nine (or up to 21) months from the closing of this offering or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity; and (3) the redemption of all of our public shares if we have not completed our initial business combination within nine (or up to 21 months) from the closing of this offering, subject to applicable law.	The proceeds held in the escrow account would not be released to the company until the earlier of the completion of a business combination or the failure to effect a business combination within the allotted time.

Name	Age	Position
Jonathan Intrater	63	Chairman of the Board and Chief Executive Officer and Principal Financial and Accounting Officer
Allan Liu	64	Director
Loren Mortman	47	Director

Name of Individual	Name of Affiliated Entity	Position at Affiliated Entity
Jonathan Intrater	Ladenburg, Thalmann & Co. Inc.	Managing Director
Allan Liu	Versant Group VG Asset Management Co	Asia Chairman Chairman
Loren Mortman	The Equity Group Inc.	President

	Prior to Offering			After Offering
Name and Address of Beneficial Owner⁽¹⁾	Amount and Nature of Beneficial Ownership⁽²⁾	Approximate Percentage of Outstanding Shares		Amount and Nature of Beneficial Ownership⁽²⁾		Approximate Percentage of Outstanding Shares⁽²⁾
Mana Capital LLC⁽³⁾	1,550,000	100	%	1,490,000	⁽²⁾	19.2	%
Jonathan Intrater⁽⁴⁾	—	—	%	—	⁽²⁾	--
Allan Liu⁽⁵⁾	—	—	%	30,000		*
Loren Mortman⁽⁵⁾	—	—	%	30,000		*
All directors and executive officers as a group (three individuals)	—	—	%	60,000		0.8	%

Underwriter		Number of Units
Ladenburg Thalmann & Co., Inc.
I-Bankers Securities, Inc.
Total		6,200,000

	(1)	$0.20 per unit, or $1,240,000 in the aggregate, is payable upon the closing of this offering to the underwriter as an underwriting discount. If the underwriters exercise the over-allotment option they will receive a total of $1,300,000 in underwriting discounts and commission. No underwriting discounts and commission are payable with respect to the units sold in connection with the underwriters’ exercise of the over-allotment option in excess of 300,000 units.
	(2)	Does not include 150,000 sponsor shares and 100,000 private warrants to be transferred to Jonathan Intrater, our Chief Executive Officer and chairman of the board. Mr. Intrater is associated with Ladenburg Thalmann, the representative of the underwriters. Each whole warrant entitles the holder thereof to purchase one share of our common stock at a price of $11.50 per share, subject to adjustment as described in this prospectus.