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Mana Capital Acquisition Corp. *

Mana Capital Acquisition Corp. *

Oct 19, 2021 by sam.beattie

PROPOSED BUSINESS COMBINATION: Cardio Diagnostics, Inc.

ENTERPRISE VALUE: $104.1M
ANTICIPATED SYMBOL: CDIO

EXTENSION – 9/22/22 – LINK

  • The SPAC announced that its Board of Directors 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.
  • Cardio is expected to deposit $216,667 into the trust account for the Company’s public stockholders by September 26, 2022, representing $0.033 per public share sold in the Company’s initial public offering, which will enable the Company to effectuate the Extension.
  • This is the second of up to twelve one-month extensions permitted under the Company’s governing documents.

EXTENSION – 8/23/22 – LINK

  • The SPAC extended the time available to consummate its initial business combination by one month from August 26, 2022, to September 26, 2022.
    • Cardio is expected to deposit $216,667 into the trust account for the Company’s public stockholders by August 26, 2022, representing $0.033/public share
    • The Company’s governing documents permit a total of 12 one-month extensions.

Mana Capital Acquisition Corp. proposes to combine with Cardio Diagnostics, Inc.

  • Founded in 2017, Cardio Diagnostics’ mission is to help physicians better detect and treat cardiovascular disease, the leading cause of death in the United States.
  • At the core of the Company’s cardiovascular solutions is a proprietary Integrated Genetic-Epigenetic Engine™ created at the University of Iowa by company founders Meesha Dogan, Ph.D., and Rob Philibert, MD, Ph.D.
  • This technology enables the development of a series of tests for precision prevention, early detection, and assists in personalized treatment of major types of cardiovascular diseases and associated co-morbidities.
  • Drs. Dogan and Philbert will remain with the Combined Company as its CEO and Chief Medical Officer, respectively.
  • Cardio Diagnostics’ flagship product, Epi+Gen CHD™, is a clinical test that was recently commercialized to assess the 3-year risk for coronary heart disease, the most common type of heart disease and the primary cause of heart attacks.
  • This highly sensitive and accessible test that profiles a panel of genetic and epigenetic biomarkers is radiation-free, does not require fasting and is associated with cost savings per quality-adjusted life year and improved survival.(2)

TRANSACTION

  • The Combined Company is expected to have an approximate post-transaction equity market capitalization of $175 million assuming no redemptions.
  • Cardio Diagnostics is expected to have approximately $10 million in gross proceeds raised in 2022 from common stock equity investors prior to closing.
  • Cardio Diagnostics’ cash on the balance sheet prior to closing is expected to fund the Combined Company’s operations through the end of 2023; net proceeds raised in conjunction with the transaction will be used to support the growth strategy.

MAAQ Transaction Overview

PIPE

  • There is currently no PIPE for this Transaction.
  • The parties have agreed to use their best efforts to consummate a PIPE Investment of at least $3 million as soon as reasonably practicable after the closing of the Business Combination.

LOCK-UP

Company & Sponsor Lock-Up:

  • Cardio stockholders will agree not to sell any shares of MANA Common Stock held by them until the date that is 6 months after the Closing Date.

EARNOUT

  • A portion of the total merger consideration is subject to an earnout over a four-year period (the “Earnout Period”).
  • Upon certain triggering events that occur during the Earnout Period, Cardio stockholders are entitled to receive up to an additional 1,000,000 MANA shares (the “Earnout Shares”).
  • The triggering events that will result in the issuance of the Earnout Shares during the Earnout Period are the following:
    • (i) one-quarter of the Earnout Shares will be distributed to each member of the Stockholder Earnout Group on a pro-rata basis if the VWAP of shares of Mana Shares equals or exceeds $12.50 per share for 30 of any 40 consecutive trading days commencing after the closing on the Nasdaq;
    • (ii) one-quarter of the Earnout Shares will be distributed to each member of the Stockholder Earnout Group on a pro-rata basis if the VWAP of Mana Shares equals or exceeds $15.00 per share for 30 of any 40 consecutive trading days commencing after the Closing on the Nasdaq;
    • (iii) one-quarter of the Earnout Shares will be distributed to each member of the Stockholder Earnout Group on a pro-rata basis if the VWAP of shares of Mana Shares equals or exceeds $17.50 per share for 30 of any 40 consecutive trading days commencing after the Closing on the Nasdaq; and
    • (iv) one-quarter of the Earnout Shares will be distributed to each member of the Stockholder Earnout Group on a pro-rata basis if the VWAP of shares of Mana Shares equals or exceeds $20.00 per share for 30 of any 40 consecutive trading days commencing after the Closing on the Nasdaq.

ESCROW SHARES

  • From and after the Closing, certain of the Cardio stockholders have agreed to indemnify and hold harmless Mana Capital against and in respect of specified actual and direct losses incurred or sustained by Mana Capital as a result of:
    • (a) any breach of any of Cardio’s representations and warranties set forth in the Merger Agreement
    • (b) any breach of any covenants or obligations of Cardio contained in the Merger Agreement to be performed prior to the Closing
    • (c) certain additional losses as specified in the Merger Agreement. An aggregate of 800,000 shares of Mana Capital common stock issuable to the Cardio stockholders at the Closing shall be deposited into a third-party escrow account to serve as Mana Capital’s security for the foregoing indemnification obligations.
  • The indemnification to which Mana Capital is entitled pursuant to the Merger shall be effective so long as it is asserted prior to the expiration of the 24-month anniversary of the Closing date, except for certain claims that may be asserted prior to the expiration the 36-month anniversary of the Closing date

NOTABLE CONDITIONS TO CLOSING

  • The obligations of MANA to consummate the transactions contemplated by the Merger Agreement are conditioned upon:
    • Cardio shall have consummated sales of at least $4,500,000 of its securities in a private placement.

NOTABLE CONDITIONS TO TERMINATION

  • The Merger Agreement may be terminated and/or abandoned at any time prior to the closing by:
    • MANA or Cardio, if the Effective Time shall not have occurred prior to December 23, 2022 (the “Outside Date”).
    • MANA or Cardio, in the event a governmental authority shall have issued an order, having the effect of permanently restraining, enjoining or otherwise prohibiting the Business Combination, which order is final and non-appealable.
  • If such breach does or would constitute a material adverse effect, then Cardio shall pay to MANA a break-up fee in cash equal to $3,000,000.

ADVISORS

  • The Benchmark Company LLC is serving as the financial advisor to Mana.
  • Becker & Poliakoff LLP is serving as legal advisor to Mana.
  • Shartsis Friese LLP is serving as legal advisor to Cardio Diagnostics.

MANAGEMENT & BOARD

Executive Officers

Jonathan Intrater, 63
Chairman of the Board and Chief Executive Officer and Principal Financial and Accounting Officer

Jonathan Intrater is a Managing Director in the investment banking department at Ladenburg, Thalmann & Co., Inc., which he joined in 1998. His broad transactional experience over the past 29 years of investment banking encompassing over $10 billion in public equity and high-yield note offerings, private placements of debt and equity securities, merger advisory transactions, and various debt restructuring assignments. From September 2019 to August 2021, he served as a member of the board and Chairman of the audit committee of GreenVision Acquisition Corp., a Nasdaq Capital Market-listed special purpose acquisition company which completed its initial business combination in August 2021. Prior to joining Ladenburg Thalmann, he served as a Managing Director at the Brenner Securities Corporation from 1982 to 1989 and a Senior Vice President, BIA/Frazier, Gross & Kadlec, the nation’s largest telecommunications valuation firm from 1982 to 1989. Mr. Intrater holds an M.B.A from Vanderbilt University and a bachelor’s degree from the University of Pennsylvania.

Board of Directors

Allan Liu, 64
Director

Allan Liu is a partner and Asia Chairman of the Versant Group, as well as Chairman of VG Asset Management Co, a Hong Kong SFC licensed company focused on asset management since 2018. Prior to joining Versant, from 2006 to 2018, Mr. Liu was with Hong Kong-based Pacific Alliance Group (PAG) as a co-founding partner of the group’s private equity business. PAG is now a leading alternative asset manager in Asia with over $40 billion USD under management. Prior to joining PAG, in 1995 Mr. Liu co-founded and led American International Group’s direct investment fund in China,  Since the early 1980s, Mr. Liu has been involved in advising, managing and investing over $20 billion capital in numerous projects for international corporations and investors, and participated in building successful funds and asset management platforms.

Loren Mortman, 47
Director

Loren Mortman is President of The Equity Group Inc., an investor relations consulting firm founded in 1974 that specializes in investor communications, investment community outreach, and IR advisory for small-to-mid-cap public and pre-public companies. After joining The Equity Group in 1997, she spent 10 years implementing comprehensive investor relations programs for clients in various industries, including industrials, cleantech, gaming, technology, healthcare and business services. Client programs involved investment thesis development, written communications, investment community outreach, media relations, market intelligence and C-suite advisory. In 2007, Loren became a Senior Vice President of The Equity Group, focusing on corporate development, and was appointed President in 2013. Loren acts in an advisory capacity, counseling clients on transactions, critical communications, relations with the investment community, and other areas that relate to their postures as public companies. Prior to joining The Equity Group, Loren was a Financial Analyst at Brenner Securities, an Investment Bank. Loren earned her BBA in Finance from the Goizueta Business School at Emory University.

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