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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL
Capitalized terms used but not defined in this Exhibit 99.1 shall
have the meanings ascribed to them in the Current Report on Form 8-K (the "Form 8-K")filed with the Securities
and Exchange Commission (the "SEC") on October 31, 2022 and, if not defined in the Form 8-K, then in the final prospectus
and definitive proxy statement, filed by Mana Capital Acquisition Corp. with the Securities and Exchange Commission (the "SEC")
on October 7, 2022 (the "Proxy Statement/Prospectus").
Unless the context otherwise requires, all references to (i) the
"Combined Company" refer to the entity formerly known as Mana Capital Acquisition Corp., which is now named Cardio Diagnostics
Holdings, Inc. after giving effect to the Business Combination; (ii) "Legacy Cardio" refers to the entity formerly known as
Cardio Diagnostics, Inc., which is now named Cardio Diagnostics Holdings, Inc. after giving effect to the Business Combination; and (iii)
"Mana" refers to Mana Capital Acquisition Corp. prior to giving effect to the Business Combination.
The Combined Company is providing the following unaudited pro forma
condensed combined financial information to aid in the analysis of the financial aspects of the Merger and other events contemplated by
the Business Combination Agreement. The following unaudited pro forma condensed combined financial information presents the combination
of the financial information of Mana and Legacy Cardio, adjusted to give effect to the Merger. The following unaudited pro forma condensed
combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule,
Release 33-10786 "Amendments to Financial Disclosures about Acquired and Disposed Businesses" ("Article 11
of Regulation S-X").
The unaudited pro forma condensed combined financial statements
give effect to the Merger and other events contemplated by the Business Combination Agreement as described in this Form 8-K. The
unaudited pro forma condensed combined balance sheet as of June 30, 2022 combines the historical unaudited condensed balance sheet of
Legacy Cardio with the historical unaudited condensed balance sheet of Mana on a pro forma basis as if the Merger and the other events
contemplated by the Business Combination Agreement, summarized below, had been consummated on June 30, 2022. The unaudited pro forma condensed
combined statement of operations for the six months ended June 30, 2022 combines the historical unaudited condensed statement of operations
of Legacy Cardio for the six months ended June 30, 2022 and the historical unaudited condensed statement of operations of Mana for the
six months ended June 30, 2022, giving effect to the transaction as if the Merger and other events contemplated by the Business Combination
Agreement had been consummated on January 1, 2021. The unaudited pro forma condensed combined statement of operations for the year
ended December 31, 2021 combines the historical audited statement of operations of Mana for the year ended December 31, 2021,
with the historical audited statement of operations of Legacy Cardio for the year ended December 31, 2021, giving effect to the transaction
as if the Merger and other events contemplated by the Business Combination Agreement had been consummated on January 1, 2021.
The unaudited pro forma condensed combined financial statements
have been prepared for informational purposes only and are not necessarily indicative of what the Combined Company's condensed financial
position or results of operations actually would have been had the Business Combination been consummated prior to June 30, 2022, nor are
they necessarily indicative of future results of operations. In addition, the unaudited pro forma condensed combined financial statements
do not purport to project the future financial position or operating results of the Combined Company.
The unaudited pro forma condensed combined financial information
was derived from and should be read in conjunction with the following historical financial statements and the accompanying notes:
| - | audited historical financial statements of Mana for the year ended December 31, 2021 included in the Proxy Statement/Prospectus and incorporated by reference; | ||
| - | unaudited historical condensed financial statements of Mana as of and for the six months ended June 30, 2022 included in the Proxy Statement/Prospectus and incorporated by reference; |
| - | audited historical financial statements of Legacy Cardio for the year ended December 31, 2021 included in the Proxy Statement/Prospectus and incorporated by reference; | ||
| - | unaudited historical condensed financial statements of Legacy Cardio as of and for the six months ended June 30, 2022 included in the Proxy Statement/Prospectus and incorporated by reference; and | ||
| - | other information relating to Mana and Cardio included in the Proxy Statement/Prospectus and incorporated by reference, including the Business Combination Agreement and the description of certain terms thereof and the financial and operational condition of Mana and Cardio (see " Proposal No. 1-The Business Combination Agreement," "Mana Management's Discussion and Analysis of Financial Condition and Results of Operations," and "Cardio Management's Discussion and Analysis of Financial Condition and Results of Operations") . |
Description of the Merger
Pursuant to the Business Combination Agreement, Merger Sub merged
with and into Legacy Cardio, with Legacy Cardio surviving the Merger and thereby becoming a wholly owned subsidiary of Mana. In connection
with the Merger, Mana was renamed as "Cardio Diagnostics Holdings, Inc." (hereafter referred to as Cardio). The Merger consideration
paid to the Legacy Cardio equity holders at the Closing pursuant to the Business Combination Agreement was deemed to have a value of approximately
$108.4 million, assuming a deemed value of $10.00 per Mana common share. Upon the consummation of the Merger, each share of Legacy Cardio
capital stock was converted into the right to receive shares of Combined Company common stock.
Pursuant to the Business Combination Agreement the Company issued
the following securities:
| - | holders of conversion rights issued as a component of units in Mana's initial public offering (the "Public Rights") were issued an aggregate of 928,571 shares of the Company's common stock, $0.00001 par value ("Common Stock"); | ||
| - | holders of existing shares of common stock of Legacy Cardio and the holder of equity rights of Legacy Cardio (together, the "Legacy Cardio Stockholders") received an aggregate of 6,883,306 shares of the Company's Common Stock, calculated based on the exchange ratio of 3.427259 pursuant to the Merger Agreement (the "Exchange Ratio") for each share of Legacy Cardio Common Stock held or, in the case of the equity rights holder, that number of shares of the Company's Common Stock equal to 1% of the Aggregate Closing Merger Consideration, as defined in the Merger Agreement; | ||
| - | the Legacy Cardio Stockholders received, in addition, an aggregate of 43,334 shares of the Company's Common Stock ("Conversion Shares") upon conversion of an aggregate of $433,334 in principal amount of promissory notes issued by Mana to Legacy Cardio in connection with its loan of such amount in order to extend Mana's duration through October 26, 2022 (the "Extension Notes"), which Conversion Shares were distributed to the Legacy Cardio Stockholders in proportion to their respective interest in Legacy Cardio; | ||
| - | each Legacy Cardio option that was outstanding immediately prior to the effective time of the Merger (the "Effective Time"), each of which was unvested prior to the Closing (the "Legacy Cardio Stock Options"), was assumed by the Company and converted into an option to purchase that number of shares of the Company's Common Stock calculated based on the Exchange Ratio; accordingly, holders of Legacy Cardio Options received options to acquire 1,759,600 shares of the Company's Common Stock, all of which vested and became immediately exercisable upon Closing; and | ||
| - | each Legacy Cardio warrant that was outstanding immediately prior to the Effective Time (the "Legacy Cardio Warrants") was assumed by the Company and converted into a warrant to purchase that number of shares of the Company's Common Stock calculated based on the Exchange Ratio; accordingly, holders of Legacy Cardio Warrants received warrants to acquire 2,204,627 shares of the Company's Common Stock pursuant to the Exchange Ratio. |
Following the Merger, 2,588,119 shares of Combined Company common
stock held by Mana stockholders prior to the Closing remain issued and outstanding, including 1,625,000 shares of Combined Company held
The following transactions constituting the Merger took place as
contemplated by the Business Combination Agreement:
| - | the Merger of Merger Sub, the wholly owned subsidiary of Mana, with and into Legacy Cardio, with Legacy Cardio as the surviving company; | ||
| - | the cancellation of each issued and outstanding share of Legacy Cardio's capital stock and the conversion into the right to receive a number of shares of Combined Company common stock based on the Exchange Ratio; | ||
| - | the exchange of outstanding Legacy Cardio Warrants into warrants exercisable for shares of Combined Company common stock with the same terms except for the number of shares exercisable and the exercise price, each of which was adjusted using the Exchange Ratio; and | ||
| - | the exchange of all outstanding Legacy Cardio Options (whether vested or unvested) into Combined Company Options exercisable for shares of Combined Company common stock with the same terms except for the number of shares exercisable and the exercise price, each of which was adjusted using the Exchange Ratio; all such options became immediately exercisable. |
Other Related Events in Connection with the Merger
In connection with the Mana stockholder vote on the Business Combination,
Mana stockholders redeemed an aggregate of 6,465,452 shares of Common Stock for total redemption consideration of $65,310,892 which amount
was paid out of the Investment Management Trust established in connection with Mana's initial public offering in November 2021 (the
"Trust Account"). At the Closing of the Business Combination, all outstanding Public Rights automatically converted into one-seventh
of a share of Common Stock, or 928,571 shares of Common Stock. The separate trading of Units and Public Rights of Mana was terminated
upon the closing of the Business Combination. The information set forth under the heading "Market Price of and Dividends on the
Registrant's Common Equity and Related Stockholder Matters - Market Information and Holders" and under Item 3.01 (Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing) of this Current Report on Form 8-K are incorporated
herein by reference.
Other related events that are contemplated to take place in connection
with the Merger are summarized below:
| - | Mana Stockholder Redemptions: On October 25, 2022, Mana held a special meeting of its stockholders to approve the Business Combination. In connection with the Special Meeting and the Business Combination, the holders of 6,465,452 shares of Mana common stock exercised their right to redeem their shares for cash at a redemption price of approximately $10.10 per share, for an aggregate redemption amount of $65,310,892. These redemptions have been reflected below. | ||
| - | Extension Notes: In August and September 2022, Mana issued to Legacy Cardio non-interest bearing promissory notes aggregating $433,334 in connection with Legacy Cardio's loans of such amount ($216,667 in each month) in order to extend Mana's corporate existence through October 26, 2022 (the "Extension Notes"). The Extension Notes were converted into a total of 43,334 shares of the Combined Company based on a conversion rate of $10 per share (the "Conversion Shares) which Conversion Shares were distributed to the Legacy Cardio Stockholders in proportion to their respective interest in Legacy Cardio. | ||
| - | Mana Conversion Rights: At the Closing of the Business Combination, all outstanding Public Rights that were issued as a component of the units sold in Mana's initial public offering automatically converted into one-seventh of a share of Common Stock, or 928,571 shares of Common Stock. The Public Rights ceased trading upon Closing and were delisted from Nasdaq as of October 26, 2022. |
Basis of Pro Forma Presentation
The unaudited pro forma condensed combined financial information has been prepared
in accordance with Article 11 of Regulation S-X. The adjustments in the unaudited pro forma condensed combined financial information
have been identified and presented to provide relevant information necessary for an illustrative understanding of Combined Company upon
consummation of the Merger in accordance with GAAP. Assumptions and estimates underlying the unaudited pro forma adjustments set forth
in the unaudited pro forma condensed combined financial information are described in the accompanying notes.
The unaudited pro forma condensed combined financial
information has been presented for illustrative purposes only and is not necessarily indicative of the operating results and financial
position that would have been achieved had the Merger occurred on the dates indicated. Any net cash proceeds remaining after the consummation
of the Merger and the other related events contemplated by the Business Combination Agreement are expected to be used for general corporate
purposes. The unaudited pro forma condensed combined financial information does not purport to project the future operating results or
financial position of Combined Company following the completion of the Merger. The unaudited pro forma adjustments represent management's
estimates based on information available as of the date of these unaudited pro forma condensed combined financial information and are
subject to change as additional information becomes available and analyses are performed. MANA and Legacy Cardio did not have any historical
relationship prior to the discussion of the Merger. Accordingly, no pro forma adjustments were required to eliminate activities between
Pursuant to its certificate of incorporation and
as contemplated by the Business Combination Agreement, MANA provided the holders of MANA Common Stock the opportunity to redeem the outstanding
shares of MANA Common Stock for cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account as of two business
days prior to the consummation of the transactions (including interest earned on the funds held in the Trust Account, net of taxes). The
per share redemption amount was approximately $10.10 in the Closing Redemption.
The following table presents the selected pro forma
information after giving effect to the Merger and other events contemplated by the Business Combination Agreement and the Closing Redemption.
This scenario includes the Closing Redemption, following which 2,588,119 shares of MANA Common Stock remain outstanding after the completion
The following summarizes the pro forma fully-diluted shares of the Combined
Company common stock issued and outstanding immediately after the Merger:
| Fully-Diluted Shares | % | |||||||
| MANA Public Stockholders (1) | 34,548 | 0.26 | % | |||||
| Sponsor (2) | 1,625,000 | 12.09 | % | |||||
| MANA Conversion rights holders (3) | 928,571 | 6.91 | % | |||||
| Legacy Cardio equity holders (4) | 10,847,531 | 80.74 | % | |||||
| Combined Company common stock at Merger Closing (fully diluted) | 13,435,650 | 100.0 | % |
Expected Accounting Treatment for the Merger
The Merger is accounted for as a reverse recapitalization
in accordance with GAAP because Legacy Cardio has been determined to be the accounting acquirer. Under this method of accounting, MANA,
which is the legal acquirer, is treated as the accounting acquiree for financial reporting purposes and Legacy Cardio, which is the legal
acquiree, is treated as the accounting acquirer. Accordingly, the consolidated assets, liabilities and results of operations of Legacy
Cardio have become the historical financial statements of the Combined Company, and MANA's assets, liabilities and results of operations
have been consolidated with Legacy Cardio's beginning on the acquisition date. For accounting purposes, the financial statements