Cardio Diagnostics Inc. entered into the letter of intent to acquire Mana Capital Acquisition Corp. (NasdaqGM:MAAQ) from a group of shareholders in a reverse merger transaction on April 20, 2022. Cardio Diagnostics Inc. entered into a definitive business combination agreement to acquire Mana Capital Acquisition Corp. from a group of shareholders for approximately $110 million in a reverse merger transaction on May 27, 2022. Pursuant to the terms of the transaction, holders of Cardio common stock will also receive, in the aggregate, up to an additional 1 million shares of Common Stock (the “Earnout Shares”) in four equal tranches if, during the period from the Closing through and including the fourth anniversary of the date of the Closing, the dollar volume-weighted average price of Common Stock (as determined in accordance with the Merger Agreement) equals or exceeds $12.5, $15, $17.5 and $20, respectively, per share for thirty (30) of any forty (40) consecutive trading days commencing after the Closing on the Nasdaq or any other national securities exchange, as applicable for each of such four tranches, respectively. The Earnout Shares will be allocated on a pro rata basis among the members of the Stockholder Earnout Group (as defined in the Merger Agreement) in accordance with the Merger Agreement. Pursuant to the business combination agreement, MANA will issue to Cardio stockholders as Closing Merger Consideration upon closing of the Business Combination an aggregate of approximately 11.29 million shares of common stock, including the contingent right to receive up to 1 million Earnout Shares. Upon closing of the transaction, Mana will be renamed Cardio Diagnostics Holdings, Inc. (the “Combined Company”) and it expects to remain listed on the Nasdaq Global Market under a new ticker symbol “CDIO”. The Combined Company is expected to have an approximate post-transaction equity market capitalization of $175 million assuming no redemptions. Depending on levels of redemptions, existing Cardio Diagnostics security holders will receive between 52% and 85% of the pro forma equity as part of the transaction. In case of termination, Cardio shall pay to Mana Capital a break-up fee in cash equal to $3 million.

Immediately following the Closing, Mana Capital's board of directors will consist of no more than seven directors of which Mana Capital has the right to designate one director and the remaining six directors will be designated by Cardio. At Closing, all of the executive officers of Mana Capital shall resign and the individuals serving as executive officers of Mana Capital immediately after the Closing will be the same individuals (in the same offices) as those of Cardio immediately prior to the Closing. The combined company's Chairman will be Warren Hosseinion, Managing Director, current President of Nasdaq-listed Nutex Health, Inc. and co-founder and former Chief Executive Officer of Nasdaq-listed Apollo Medical Holdings, Inc. The Board of Directors will include Brandon Sim and Stanley Lau. Meesha Dogan and Philbert will remain with the Combined Company as its Chief Executive Officer and Chief Medical Officer, respectively. Current Cardio Diagnostics management, employees and existing shareholders will roll 100% of their existing equity holdings into equity of the Combined Company. Board of directors after the Closing will consist of seven (7) directors: four (4) of whom shall be Warren Hosseinion, Meesha Dogan, Robert Philibert, and James Intrater.

The Closing is subject to certain conditions, including, among other things, the satisfaction or waiver (where permissible) of the following conditions: (a) approval by the stockholders of both Mana Capital and Cardio of the Business Combination, (b) the stockholders of Mana Capital have approved and adopted the Mana Capital Proposals; (c) approval of the listing on Nasdaq of Mana Capital's common stock to be issued in connection with the Business Combination; (d) the representations and warranties of Mana Capital and Cardio set forth in the Merger Agreement are true and correct, in all material respects, as of its date and as of the Closing Date; (e) there shall have been no Company Material Adverse Effect (as defined in the Merger Agreement); (f) after giving effect to all redemptions of Mana Capital Common Stock in connection with the Merger, the net tangible assets held by Mana Capital shall be equal to at least $5,000,001; (g) the Restricted Parties have entered into lock-up agreements; (h) Cardio shall have entered into employment or consulting agreements with the Restricted Parties; and (i) Cardio shall have consummated sales of at least $4,500,000 of its securities in a private placement; each of the directors and officers of MANA shall provide their resignations effective at Closing, and the proposed new directors of the Purchaser shall have been appointed; Each of the Lock-up Agreement, and Escrow Agreement shall have been duly executed and delivered by each party thereto other than MANA and all necessary governmental approvals having been obtained, and the effectiveness of the registration statement. The business combination has been approved by the boards of directors of Mana. The boards of directors of Cardio Diagnostics have unanimously recommended the shareholders to approve the transaction. As of October 5, 2022, the shareholders meeting of MANA is scheduled on October 25, 2022. As of October 6, 2022, the registration statement of MANA has been declared effective. As of August 23, 2022, Board of Directors of MANA has approved an extension of the period of time available to the Company to consummate its initial business combination by one month from August 26, 2022 to September 26, 2022. As on September 22, 2022, the board of directors Mana Capital Acquisition has approved a second extension of the period of time available to the Company to consummate its initial business combination by one month from September 26, 2022 to October 26, 2022. Transaction is expected to close in the second half of 2022.

Ladenburg Thalmann & Co. Inc., I-Bankers Securities, Inc. and The Benchmark Company LLC serving as financial advisors and Jie Chengying Xiu, Michael A. Goldstein and Robert C. Brighton of Becker & Poliakoff LLP serving as legal advisors and due diligence providers to Mana. P. Rupert Russell of Shartsis Friese LLP is serving as legal advisor to Cardio Diagnostics. Advantage Proxy, Inc. acted as the information agent and Continental Stock Transfer & Trust Company acted as the transfer agent to Mana. The Benchmark Company, LLC acted as fairness opinion provide to the board of Mana. MANA has agreed to pay Benchmark for its services in connection with rendering the opinion a fee of $0.4 million. The Benchmark Company, LLC will receive a cash advisory fee of $1.1 million. MANA has agreed to pay Advantage Proxy a fee of $0.01 million for its services.

Cardio Diagnostics Inc. completed the acquisition of Mana Capital Acquisition Corp. (NasdaqGM:MAAQ) from a group of shareholders in a reverse merger transaction on October 25, 2022. The transaction was approved at a special meeting of Mana Capital stockholders held on October 25, 2022. The combined company will operate under the name “Cardio Diagnostics Holdings, Inc.,” and will commence at the open of trading on October 26, 2022, on the Nasdaq Capital Market, Cardio's common stock and public warrants will commence trading under the new trading symbols “CDIO” and “CDIOW,” respectively.