Mana Capital Acquisition Corp. (“Mana Capital”) (Nasdaq: MAAQU;
MAAQ; MAAQW; MAAQR), a publicly traded special purpose acquisition
company, today announced that its registration statement on Form
S-4, relating to the previously announced business combination
between Mana Capital and Cardio Diagnostics, Inc. (“Cardio”), a
pioneering precision cardiovascular testing company, has been
declared effective by the U.S. Securities and Exchange Commission.
Mana Capital has mailed the definitive proxy statement/prospectus
(the “Proxy Statement”) to stockholders of record as of the close
of business on September 27, 2022. The Proxy Statement contains a
notice and voting instruction form or a proxy card relating to the
special meeting of Mana Capital’s stockholders (the “Special
Meeting”). The definitive proxy statement is available at
www.sec.gov.
The Special Meeting to approve the proposed business combination
is scheduled to be held on October 25, 2022 at 10:00 a.m. Eastern
Time via a virtual meeting format at
https://www.cstproxy.com/manacapitalacquisition/2022. If the
proposals at the Special Meeting are approved, the parties
anticipate that the business combination will close promptly after
the Special Meeting. Upon closing, the combined company will be
called Cardio Diagnostics Holdings, Inc., and the combined entity
will commence trading on the Nasdaq under the new ticker symbols
“CDIO” and “CDIOW”. The closing of the Business Combination is
subject to approval by Mana Capital’s shareholders and the
satisfaction of other customary closing conditions.
Every stockholder’s vote FOR ALL proposals is important,
regardless of the number of shares held. Accordingly, Mana Capital
requests that each stockholder complete, sign, date and return a
proxy card (online or by mail) as soon as possible and, if by
internet, no later than 11:59 p.m. Eastern Time on October 24,
2022, to ensure that the stockholder's shares will be represented
at the Special Meeting. Stockholders who hold shares in “street
name” (i.e., those stockholders whose shares are held of record by
a broker, bank or other nominee) should contact their broker, bank
or nominee to ensure that their shares are voted.
If any Mana Capital stockholder has any questions or need
assistance voting, please contact Advantage Proxy, Inc., our proxy
solicitor, by calling 1-877-870-8565, or banks and brokers can call
collect at (206) 870-8565, or by emailing
ksmith@advantageproxy.com.
About Mana Capital Acquisition
Corp.
Mana Capital Acquisition Corp. is a 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.
About Cardio Diagnostics
Cardio Diagnostics is a biotechnology company that makes
cardiovascular disease prevention and early detection more
accessible, personalized, and precise. Cardio was formed to further
develop and commercialize a proprietary Artificial Intelligence
(AI)-driven Integrated Genetic-Epigenetic EngineTM for
cardiovascular disease to become one of the leading medical
technology companies for enabling improved prevention, early
detection, and assists in treatment of cardiovascular disease.
Additional Information About the Proposed Business
Combination and Where to Find It
This press release relates to a proposed transaction between
Mana Capital and Cardio. Mana Capital filed a registration
statement on Form S-4 (File No. 333-265308) with the SEC on May 31,
2022. The Form S-4, as amended from time to time, includes a proxy
statement and prospectus of Mana Capital and is referred to as a
proxy statement/prospectus. The definitive proxy
statement/prospectus is being sent to all stockholders of Mana
Capital. Mana Capital has also filed other documents regarding the
proposed transaction with the SEC. Before making any voting
decision, investors and security holders of Mana Capital are urged
to read the registration statement, the proxy statement/prospectus
and all other relevant documents filed or that will be filed with
the SEC in connection with the proposed transaction because they
contain important information about the proposed transaction.
Copies of the Form S-4, the proxy statement/prospectus and all
other relevant materials filed or that will be filed with the SEC
may be obtained free of charge at the SEC's website at
www.sec.gov.
Participants in the Solicitation
Mana Capital and Cardio and their respective directors and
executive officers may be considered participants in the
solicitation of proxies with respect to the proposed Business
Combination under the rules of the SEC. Security holders may obtain
more detailed information regarding the names, affiliations, and
interests of certain of Mana Capital’s executive officers and
directors in the solicitation by reading Mana Capital’s proxy
statement/prospectus and other relevant materials filed with the
SEC in connection with the Business Combination when they become
available. Information about the directors and executive officers
of Mana Capital is also set forth in Mana Capital’s annual report
for the year ended December 31, 2021 on Form 10-K (the “Form
10-K”), which was filed with the SEC on March 31, 2022. Cardio and
its directors and executive officers may also be deemed to be
participants in the solicitation of proxies from the stockholders
of Mana Capital in connection with the proposed Business
Combination. A list of the names of such directors and executive
officers and information regarding their interests in the proposed
Business Combination is included in the proxy statement/prospectus
filed in connection with the proposed Business Combination.
Information regarding the persons who may, under the rules of the
SEC, be deemed participants in the solicitation of the stockholders
in connection with the proposed Business Combination is set forth
in the proxy statement/prospectus. These documents can be obtained
free of charge at www.sec.gov.
No Offer or Solicitation
This press release and the information contained therein are not
intended to and do not constitute an offer to sell or the
solicitation of an offer to buy, sell or solicit any securities or
any proxy, vote or approval, nor shall there be any sale of
securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under
the securities laws of any such jurisdiction. No offer of
securities shall be deemed to be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act or an exemption therefrom.
Forward-Looking Statements
This press release includes “forward-looking statements” within
the meaning of the “safe harbor” provisions of the Private
Securities Litigation Reform Act of 1995. Mana Capital’s and
Cardio’s actual results may differ from their expectations,
estimates and projections and consequently, you should not rely on
these forward-looking statements as predictions of future events.
Words such as “expect,” “estimate,” “project,” “budget,”
“forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,”
“should,” “believes,” “predicts,” “potential,” “continue,” and
similar expressions are intended to identify such forward-looking
statements. These forward-looking statements include, without
limitation, Mana Capital’s and Cardio’s expectations with respect
to future performance and anticipated financial impacts of the
Business Combination, the satisfaction of the closing conditions to
the Business Combination and the timing of the completion of the
Business Combination. These forward-looking statements involve
significant risks and uncertainties that could cause the actual
results to differ materially from the expected results. Most of
these factors are outside Mana Capital’s and Cardio’s control and
are difficult to predict. All forward-looking statements are based
upon estimates, forecasts and assumptions that, while considered
reasonable by Mana Capital and its management, and Cardio and its
management, as the case may be, are inherently uncertain and many
factors may cause the actual results to differ materially from
current expectations which include, but are not limited to: (1) the
occurrence of any event, change or other circumstances that could
give rise to the termination of the Merger Agreement or could
otherwise cause the Business Combination to fail to close; (2) the
outcome of any legal proceedings that may be instituted against
Mana Capital or Cardio following the announcement of the Merger
Agreement and the Business Combination; (3) the inability to
complete the Business Combination, including due to failure to
obtain approval of the stockholders of Mana Capital or other
conditions to closing in the Merger Agreement; (4) the receipt of
an unsolicited offer from another party for an alternative business
transaction that could interfere with the Business Combination; (5)
the inability to obtain the listing of the common stock of the
post-acquisition company on the Nasdaq Stock Market or any
alternative national securities exchange following the Business
Combination; (6) the risk that the announcement and consummation of
the Business Combination disrupts current plans and operations; (7)
the ability to recognize the anticipated benefits of the Business
Combination, which may be affected by, among other things,
competition, the ability of the combined company to grow and manage
growth profitably and retain its key employees; (8) costs related
to the Business Combination; (9) changes to the proposed structure
of the Business Combination that may be required or appropriate as
a result of applicable laws or regulations or as a condition to
obtaining regulatory approval of the Business Combination; (10) the
ability of Cardio to successfully increase market penetration into
its target markets; (11) the addressable markets that Cardio
intends to target do not grow as expected; (12) the inability to
protect Cardio’s intellectual property; (13) Cardio’s projected
financial results and meeting or satisfying the underlying
assumptions with respect thereto; (14) the risk that the Business
Combination may not be completed in a timely manner or at all,
which may adversely affect the price of Mana Capital’s securities;
(15) changes in applicable laws or regulations; (16) the
possibility that Cardio may be adversely affected by other
economic, business, and/or competitive factors; (17) the impact of
COVID-19 on the combined company’s business; and (18) other risks
and uncertainties set forth in the sections entitled “Risk Factors”
and “Cautionary Note Regarding Forward-Looking Statements” in Mana
Capital’s Form S-1 (File No. 333-260360), Annual Report on Form
10-K for the year ended December 31, 2021, Quarterly Report on Form
10-Q for the quarter ended June 30, 2022 and registration statement
on Form S-4 with the SEC (File No. 333-265308), as amended, which
is subject to change and includes a document that serves as a
prospectus and proxy statement of Mana Capital, referred to as a
proxy statement/prospectus and other documents filed by Mana
Capital from time to time with the SEC. These filings identify and
address other important risks and uncertainties that could cause
actual events and results to differ materially from those contained
in the forward-looking statements. Mana Capital cautions that the
foregoing list of factors is not exclusive. Nothing in this press
release should be regarded as a representation by any person that
the forward-looking statements set forth herein will be achieved or
that any of the contemplated results of such forward looking
statements will be achieved. You should not place undue reliance on
forward-looking statements, which speak only as of the date they
are made. Mana Capital does not undertake or accept any obligation
or undertaking to release publicly any updates or revisions to any
forward-looking statements to reflect any change in its
expectations or any change in events, conditions or circumstances
on which any such statement is based, except as otherwise required
by law.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20221010005440/en/
Mana Capital Acquisition Corp. Jonathan Intrater, CEO (413)
519-3764
Mana Capital Acquisition (NASDAQ:MAAQU)
Historical Stock Chart
Von Okt 2024 bis Nov 2024
Mana Capital Acquisition (NASDAQ:MAAQU)
Historical Stock Chart
Von Nov 2023 bis Nov 2024
