INDEX TO FINANCIAL STATEMENT Page Audited Financial Statement of Mana Capital Acquisition Corp.: Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

To the Shareholders and Board of Directors of Mana

Capital Acquisition Corp.

on the Financial Statements

the accompanying balance sheet of Mana Capital Acquisition Corp. (the "Company") as of November 26, 2021 and the related notes

(collectively referred to as the "financial statement"). In our opinion, the financial statements present fairly, in all material

respects, the financial position of the Company as of November 26, 2021 in conformity with accounting principles generally accepted in

the United States of America.

These financial statements are the responsibility

of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We

are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are

required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and

regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards

of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements

are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform,

an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal

control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control

over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/ Marcum Bernstein & Pinchuk llp

Marcum Bernstein & Pinchuk llp

We have served as the Company's auditor since 2021.

MANA CAPITAL ACQUISITION CORP.

The accompanying notes are an integral part of this

financial statement.

MANA CAPITAL ACQUISITION CORP.

NOTE 1 - DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND

LIQUIDITY AND MANGAEMENT'S PLANS

Mana Capital Acquisition Corp. (the

"Company") was incorporated in Delaware on May 19, 2021. The Company was formed for the purpose of effecting a merger, capital

stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the "Business

Combination"). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination.

The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early

stage and emerging growth companies.

As of November 26, 2021, the Company

had not commenced any operations. All activity for the period from May 19, 2021 (inception) through November 26, 2021 relates to the Company's

formation and the initial public offering ("Initial Public Offering"), which is described below. The Company will not generate

any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating

income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31

as its fiscal year end.

The registration statement for the

Company's Initial Public Offering (the "Registration Statement") was declared effective on November 22, 2021. On

November 26, 2021, the Company consummated the Initial Public Offering of 6,200,000 units ("Units" and, with respect

to the common stock included in the Units being offered, the "Public Shares"), generating gross proceeds of $62,000,000, which

is described in Note 3.

Simultaneously with the

closing of the Initial Public Offering, the Company consummated the sale of 2,500,000 warrants (the "Private Placement

Warrants") at a price of $1.00 per Private Placement Warrant for gross proceeds of $2,500,000 in a private placement

transaction to Mana Capital, LLC (the "Sponsor").

Following the closing of the Initial

Public Offering on November 26, 2021, an amount of $62,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in

the Initial Public Offering and the sale of the Private Placement Warrants in the Private Placement (as defined in Note 4) was placed

in the Trust Account. The funds held in the Trust Account may be invested in U.S. government securities, within the meaning set forth

in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the "Investment Company Act"), with a maturity

of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting

the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion

of a Business Combination or (ii) the distribution of the Trust Account, as described below.

As of November 26, 2021, transaction

costs amounted to $1,637,432 consisting of $1,240,000 of underwriting commissions and $397,432 of Initial Public Offering costs. These costs

were charged to additional paid-in capital upon completion of the Initial Public Offering.

The Company's management has

broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement

Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.

There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or

more initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80% of the

net assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on the interest

earned on the Trust Account). The Company will only complete a Business Combination if the post-transaction company owns or acquires 50%

or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient

for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the "Investment

Company Act"). Upon the closing of the Initial Public Offering, management has agreed that an amount equal to at least $10.00 per

Unit sold in the Initial Public Offering, including proceeds of the Private Placement Warrants, will be held in a trust account ("Trust

Account"), located in the United States and invested only in U.S. government securities, within the meaning set forth in Section

2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself

out as a money market fund selected by the Company meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined

by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the

Trust Account, as described below.

The Company will provide the holders

of the outstanding Public Shares (the "Public Stockholders") with the opportunity to redeem all or a portion of their Public

Shares either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer

in connection with the Business Combination. The decision as to whether the Company will seek stockholder approval of a Business Combination

or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their Public Shares for a pro

rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest

then in the Trust Account, net of taxes payable). There will be no redemption rights upon the completion of a Business Combination with

respect to the Company's warrants or rights.

of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company's

liquidation, if there is a stockholder vote or tender offer in connection with the Company's Business Combination and in connection

with certain amendments to the Company's amended and restated certificate of incorporation (the "Certificate of Incorporation").

In accordance with the rules of the U.S. Securities and Exchange Commission (the "SEC") and its guidance on redeemable

equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of a company require

common stock subject to redemption to be classified outside of permanent equity. Given that the Public Shares were issued with other freestanding

instruments (i.e., public warrants), the initial carrying value of the shares of common stock classified as temporary equity was the allocated

proceeds determined in accordance with ASC 470-20. Because of the redemption feature noted above, the shares of common stock are subject

to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete