Mana Capital Acquisition Corp. - 424B3 - Prospectus - January 25, 2023 (2023)

Filed Pursuant to Rule 424(b)(3)
Registration No. 333-268759

PROSPECTUS

CARDIO DIAGNOSTICS HOLDINGS, INC.

Primary Offering of

3,486,686 Shares of Common Stock Issuable Upon Exerciseof Warrants

Secondary Offering of

11,883,256 Shares of Common Stock

236,686 Warrants to Purchase Shares ofCommon Stock

This prospectus relates to the issuance by usof up to an aggregate of 3,486,686 shares of our Common Stock (as defined below) consisting of (i)up to 236,686 shares of CommonStock that are issuable upon the exercise of 236,686 Sponsor Warrants (as defined below) originally issued to the Sponsor in a privateplacement in connection with the IPO (as defined below),and (ii) up to 3,250,000 shares of Common Stock that are issuable upon theexercise of 3,250,000 Public Warrants (as defined below) originally issued in the IPO, and collectively with the Sponsor Warrants, the“Mana Warrants.”

This prospectus also relates to the resale bycertain of the Selling Securityholders named in this prospectus or their pledgees, donees, transferees, assignees, successors (the “SellingSecurityholders”) of: (i) up to 11,883,256 shares of Common Stock including: (A)3,493,296 Business Combination Shares(as defined below); (B) 944,428 Founder Shares (as defined below); (C) 1,754,219 shares of Common Stock issuable upon the exerciseof Legacy Cardio Options (as defined below); and (D) 5,691,313 shares of Common Stock that may be issued upon exercise of outstandingwarrants, including the following: (1) 3,250,000 Public Warrant shares; (2) 236,686 Sponsor Warrant shares; and (3) 2,204,627 LegacyCardio Warrant shares; and (ii)up to 236,686 Sponsor Warrants.

On October 25, 2022, Cardio Diagnostics Holdings,Inc., a Delaware corporation (formerly known as Mana Capital Acquisition Corp. (“Mana”) (the “Company” or “we,”“us,” “our” or similar terms), consummated its previously announced business combination (the “BusinessCombination”) pursuant to that certain Merger Agreement (the “Merger Agreement”), dated as of May 27, 2022 and amendedon September 15, 2022, by and among Mana, Mana Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Mana (“MergerSub”), Cardio Diagnostics, Inc. (“Legacy Cardio”) and Meeshanthini Dogan, Ph.D., as representative of the Legacy CardioStockholders. As contemplated by the Merger Agreement, Merger Sub merged with and into Legacy Cardio, with Legacy Cardio surviving theMerger as a wholly owned subsidiary of Mana. As a result of the Merger, and upon the consummation of the Merger and the other transactionscontemplated by the Merger Agreement, the securityholders of Legacy Cardio became securityholders of Mana and received shares of CommonStock (or securities convertible into or exchangeable for shares of Common Stock) at a deemed price of $10.00 per share, and Mana wasrenamed “Cardio Diagnostics Holdings, Inc.”

See “Selected Definitions” belowfor certain defined terms used in this prospectus.

We are registering certain of the shares ofCommon Stock and Warrants for resale pursuant to the Registration Rights Agreement (as defined below) and the Warrant Agreement (as definedbelow). We have also agreed to register certain other shares of Common Stock for certain other stockholders, including the securitiespurchased in private placements by certain Legacy Cardio Stockholders prior to the Business Combination and shares owned by or issuableupon exercise of outstanding options granted to our affiliates whose shares are subject to Rule 144 as control shares, despite havingbeen registered on Form S-4 in connection with the Business Combination or that will be covered under the Form S-8 registration statementwe intend to file in the near future. Our registration of the securities covered by this prospectus does not mean that the Selling Securityholderswill offer or sell any of the shares of Common Stock or Warrants.

Subject to the terms of the applicable agreements,the Selling Securityholders may offer, sell or distribute all or a portion of their shares of Common Stock or Warrants publicly or throughprivate transactions at prevailing market prices or at negotiated prices. We provide more information about how the Selling Securityholdersmay sell the shares of Common Stock or Warrants in the section entitled “Plan of Distribution.” We will not receive any proceedsfrom the sale or other disposition of our Common Stock or Warrants by the Selling Securityholders.

We will receive approximately $50.7million if all of the 5,691,313 Warrants included in this prospectus are exercised for cash, at exercise prices ranging between$3.90 and $11.50 per share, whether cash exercised by the Selling Securityholders or by public holders after the resale of theWarrants hereunder, and we will receive approximately $6.8 million in proceeds from the exercise of Options to the extent holder(s)thereof exercise such stock options for cash. We expect to use the proceeds received from the cash exercise of the Warrants andOptions, if any, for working capital and other general corporate purposes. See the section of this prospectus titled “Use ofProceeds.” As of the date of this prospectus, all of the Warrants and Options are “out-of-the money,” which meansthat the trading price of the shares of our Common Stock underlying our Warrants is below the respective exercise prices (subject toadjustment as described herein) of the Warrants. We would not expect warrantholders to exercise their Warrants or Options and,therefore, we will not receive cash proceeds from any such exercise so long as the Warrants or Options remain out of the money.

In connection with the BusinessCombination, prior to Closing (as defined below), Mana’s public stockholders exercised their right to redeem 6,465,452 sharesof Common Stock, which constituted approximately 99.5% of the shares with redemption rights, for cash at a redemption price ofapproximately $10.10 per share, for an aggregate redemption amount of $65,310,892. Theshares of Common Stock being offered for resale pursuant to this prospectus by the Selling Securityholders represent approximately46.6% of shares outstanding as of January 12, 2023 (assuming no exercise of outstanding Warrants and Options). Given the substantialnumber of shares of Common Stock being registered for potential resale by Selling Securityholders pursuant to this prospectus, thesale of shares by the Selling Securityholders, or the perception in the market that the Selling Securityholders of a large number ofshares intend to sell shares, could increase the volatility of the market price of our Common Stock or result in a significantdecline in the public trading price of our Common Stock. Even if our trading price is significantly below $10.00, which was theoffering price for the units offered in Mana’s IPO, certain of the Selling Securityholders, including the Sponsor and certainLegacy Cardio Stockholders may still have an incentive to sell shares of our Common Stock because they purchased the shares atprices lower than the public investors or the current trading price of our Common Stock. While the Sponsor, other holders of theFounder Shares and certain Legacy Cardio Stockholders may experience a positive rate of return on their investment in our CommonStock, the public securityholders may not experience a similar rate of return on the securities they purchased due to differences intheir purchase prices and the trading price. For example, based on the last reported sales price of our Common Stock of $1.36 onJauary 12, 2023, the holders of the Founder Shares would experience a potential profit of up to approximately $2,184,975 inthe aggregate.

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The Selling Securityholders may sell any, allor none of the securities, and we do not know when or in what amount the Selling Securityholders may sell their securities hereunder followingthe date of this prospectus. The Selling Securityholders may sell the securities described in this prospectus in a number of differentways and at varying prices. We provide more information about how the Selling Securityholders may sell their securities in the sectiontitled “Plan of Distribution.”

Of the shares of Common Stock that may be offeredor sold by Selling Securityholders identified in this prospectus, 6,184,991 of those shares are subject to certain lock-up restrictions,which lockup agreements were entered into in connection with the Business Combination and the Mana IPO (the “Lock-Up Shares”).At the Closing, certain Legacy Cardio affiliate stockholders, including our executive officers, their spouses and our non-executive chairman,entered into a Lock-Up Agreement. Pursuant to the terms of the Lock-Up Agreement, the Lock-Up Shares held by the aforementioned partieswill be locked-up for a period ending on the date that is six months after the date of the Closing of the Business Combination, or April25, 2023. Similarly, pursuant to a letter agreement dated November 22, 2021, the Founder Shares are subject to a lockup period that prohibitsthe transfer of such shares until the earlier of (A) six months after the consummation of the initial Business Combination or (B) subsequentto the Business Combination, (x) the date on which the closing price of the Company’s shares of common stock equals or exceeds $12.00per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-tradingday periodcommencing after the initial Business Combination or (y)the date on whichthe Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the Company’sstockholders having the right to exchange their shares of Common Stock for cash, securities or other property (the “FounderShares Lock-up Period”).

We will not receive any of the proceeds fromthe sale of the securities by the Selling Securityholders, but we will receive the proceeds from the exercise for cash of the Warrantsand the Legacy Cardio Options (or “Options”), which were exchanged for Options under the 2022 Equity Incentive Plan (as definedbelow). We believe the likelihood that Warrant holders and Option holders will exercise their respective Warrants and Options, and thereforethe amount of cash proceeds we would receive, is dependent upon the trading price of our Common Stock. If the trading price of our CommonStock is less than the exercise prices per share of the Warrants or the Options, we expect that holders of those securities will not electto exercise. We expect to use the proceeds received from the cash exercise of the Warrants and Options,if any, for working capital and other general corporate purposes. See the section of this prospectus titled “Use of Proceeds”appearing elsewhere in this prospectus.

We will bear all costs, fees and expenses incurredin effecting the registration of these securities other than any underwriting discounts and commissions and expenses incurred by the SellingSecurityholders, as described in more detail in the section titled “Use of Proceeds” appearing elsewhere in this prospectus.

This prospectus also covers any additional sharesof Common Stock that may become issuable upon any anti-dilution adjustment pursuant to the terms of the Warrants by reason of stock splits,stock dividends, and other events described therein.

Our Common Stock is listedon The Nasdaq Capital Market (“Nasdaq”) under the symbol “CDIO,” and the Public Warrants are listed on Nasdaqunder the symbol “CDIOW.” On January 12, 2023, the last reported sales prices of our Common Stock and our Public Warrants,as reported on Nasdaq, were $1.36 per share and $0.0535 per Public Warrant, respectively.

We are an “emerginggrowth company,” as defined under the federal securities laws, and, as such, may elect to comply with certain reduced public companyreporting requirements for this prospectus and for future filings.

Investing in our securities involves a highdegree of risk. Before buying any securities, you should carefully read the discussion of the risks of investing in our securities in“Risk Factors” beginning of page 7 of this prospectus.

You should rely only on the information containedin this prospectus or any prospectus supplement or amendment hereto. We have not authorized anyone to provide you with different information.

Neither the Securities and Exchange Commissionnor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete.Any representation to the contrary is a criminal offense.

The date of this prospectus is January24, 2023.

TABLE OF CONTENTS

You should rely only on the information providedin this prospectus, as well as the information incorporated by reference into this prospectus and any applicable prospectus supplement.Neither we nor the Selling Securityholders have authorized anyone to provide you with different information. Neither we nor the SellingSecurityholders are making an offer of these securities in any jurisdiction where the offer is not permitted. You should not assume thatthe information in this prospectus, any applicable prospectus supplement or any documents incorporated by reference is accurate as ofany date other than the date of the applicable document. Since the date of this prospectus and the documents incorporated by referenceinto this prospectus, our business, financial condition, results of operations and prospects may have changed.

INTRODUCTORY NOTE REGARDING THE BUSINESS COMBINATION

On October 25, 2022 (the“Closing”), Cardio Diagnostics Holdings, Inc. (the “Company”), f/k/a Mana Capital Acquisition Corp., our legalpredecessor and a special purpose acquisition company (“Mana”) sponsored by Mana Capital, LLC, consummated the previouslyannounced Merger with Cardio Diagnostics, Inc. (“Legacy Cardio”), and Mana Merger Sub, Inc. (“Merger Sub”), awholly owned subsidiary of Mana pursuant to a Merger Agreement and Plan of Reorganization dated as of May 27, 2022, as amended on September15, 2022 (the “Business Combination Agreement”). Pursuant to the Merger, Merger Sub merged with and into Legacy Cardio, theseparate corporate existence of Merger Sub ceased, and Legacy Cardio continued as the surviving corporation in the Merger and as a whollyowned subsidiary of Mana. The Merger was approved by Mana’s stockholders at a meeting held on October 25, 2022. On the Closing,the Company changed its name from Mana Capital Acquisition Corp. to Cardio Diagnostics Holdings, Inc.

As of the opening of tradingon October 26, 2022, the Company’s Common Stock (the “Common Stock”) and public warrants (the “Public Warrants”),formerly those of Mana, began trading on The Nasdaq Capital Market (“Nasdaq”) under the symbols “CDIO” and “CDIOW,”respectively.

At the Closing and subjectto the conditions of the Business Combination Agreement, all shares of Common Stock of Legacy Cardio were cancelled and converted intothe right to receive a number of shares of the Company’s Common Stock equal to 3.427259 (the “Exchange Ratio”) per LegacyCardio share and a pro rata portion of up to 43,334 shares of the Company’s Common Stock issuable upon conversion of certain promissorynotes aggregating $433,334 issued to Legacy Cardio in consideration of loans made to us to extend our corporate existence through October26, 2022 (the “Extension Notes”). In addition, each outstanding option and warrant to purchase shares of Legacy Cardio CommonStock was converted into an option or warrant, as the case may be, to purchase shares of the Company’s Common Stock with the sameterms except for the number of shares exercisable and the exercise price, using the Exchange Ratio.

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statementon FormS-1that we filed with the Securities and Exchange Commission (the “SEC”) using the “shelf”registration process. Under this shelf registration process, the Selling Securityholders may, from time to time, sell the securities offeredby them described in this prospectus. We will not receive any proceeds from the sale by such Selling Securityholders of the securitiesoffered by them described in this prospectus. This prospectus also relates to the issuance by us of the shares of Common Stock issuableupon the exercise of any Warrants. We will receive proceeds from any exercise of such Warrants for cash.

Neither we nor the Selling Securityholders haveauthorized anyone to provide you with any information or to make any representations other than those contained in this prospectus orany applicable prospectus supplement. Neither we nor the Selling Securityholders take responsibility for, and can provide no assuranceas to the reliability of, any other information that others may give you. Neither we nor the Selling Securityholders will make an offerto sell these securities in any jurisdiction where the offer or sale is not permitted.

We may also provide a prospectus supplementor post-effective amendment to the registration statement to add information to, or update or change information contained in, this prospectus.You should read both this prospectus and any applicable prospectus supplement or post-effective amendment to the registration statementtogether with the additional information to which we refer you in the section of this prospectus entitled “Where You Can Find MoreInformation.”

As usedin this prospectus, unless otherwise indicated or the context otherwise requires, references to “we,” “us,” “our,”the “Company,” and “Cardio” refer to the consolidated operations of Cardio Diagnostics Holdings, Inc., a Delawarecorporation, and its consolidated subsidiary following the Business Combination. References to “Mana” refer to the Companyprior to the consummation of the Business Combination and references to “Legacy Cardio” refer to Cardio Diagnostics, Inc.prior to the consummation of the Business Combination.

MARKET, RANKINGAND OTHER INDUSTRY DATA

Certain information contained in this documentrelates to or is based on studies, publications, surveys, and other data obtained from third-party sources and Rubicon’s own internalestimates and research. While we believe these third-party sources to be reliable as of the date of this prospectus, we have not independentlyverified the market and industry data contained in this prospectus or the underlying assumptions relied on therein. Finally, while webelieve our own internal research is reliable, such research has not been verified by any independent source. These estimates involverisks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Management’sDiscussion and Analysis of Financial Condition and Results of Operations” in this prospectus.

TRADEMARKS

This prospectus may contain references to trademarks,trade names and service marks belonging to other entities. Solely for convenience, trademarks, trade names and service marks referredto in this prospectus may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, thatthe applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names.We do not intend our use or display of other companies’ trade names, trademarks, or service marks to imply a relationship with,or endorsement or sponsorship of us by, any other companies.

SELECTED DEFINITIONS

Unless stated in this prospectus or the context otherwise requires,references to:

CAUTIONARY NOTE REGARDING FORWARD-LOOKINGSTATEMENTS

This prospectuscontains forward-lookingstatements regarding, among other things, our plans, strategies and prospects, both business and financial.These statements are based on the beliefs and assumptions of our management. Although we believe that our plans, intentions and expectationsreflected in or suggested by these forward-lookingstatements are reasonable, we cannot provide assurance that we will achieve orrealize these plans, intentions or expectations. Forward-lookingstatements are inherently subject to risks, uncertainties and assumptions.Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies,events or results of operations, are forward-lookingstatements. The words “anticipates,” “believe,” “continue,”“could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,”“possible,” “potential,” “predicts,” “project,” “should,” “would”and similar expressions may identify forward-lookingstatements, but the absence of these words does not mean that a statement isnot forward-looking. Investors should read statements that contain these words carefully because they:

We believeit is important to communicate our expectations to our securityholders. However, there may be events in the future that management isnot able to predict accurately or over which we have no control. The risk factors and cautionary language contained in this prospectusprovide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations describedin such forward-looking statements, including among other things:

These forward-looking statements are basedon information available as of the date of this prospectus, and our management’s current expectations, forecasts and assumptions,and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representingthe Company’s views as of any subsequent date, and you should not place undue reliance on these forward-looking statements. Cardiodoes not undertake any obligation to update, add or to otherwise correct any forward-looking statements contained herein to reflect eventsor circumstances after the date they were made, whether as a result of new information, future events, inaccuracies that become apparentafter the date hereof or otherwise, except as may be required under applicable securities laws.

Beforeyou invest in our securities, you should be aware that the occurrence of one or more of the events described in the “Risk Factors”section and elsewhere in this prospectus may adversely affectus.

RISK FACTORS

Investing in our securities involves risks.You should carefully consider the risks and uncertainties described below and the other information in this prospectus before making aninvestment in our Common Stock. Our business, financial condition, results of operations, or prospects could be materially and adverselyaffected if any of these risks occurs, and as a result, the market price of our Common Stock could decline and you could lose all or partof your investment. This prospectus also contains forward-looking statements that involve risks and uncertainties. See “CautionaryStatement Regarding Forward-Looking Statements.” Our actual results could differ materially and adversely from those anticipatedin these forward-looking statements as a result of certain factors, including those set forth below.

Risks Related to Our Limited Operating History and Early Stageof Growth

We are a medical diagnostic testing company with a limited operatinghistory and have not yet generated significant revenue from product sales. We have incurred operating losses since our inception and maynever achieve or maintain profitability.

We have generated only nominal revenue in 2021 and2022, including no revenue generated in 2022 through September 30, 2022. Our net losses totaled $620,448 and $2,282,928 for the year endedDecember 31, 2021 and the nine months ended September 30, 2022, respectively, and we have an accumulated deficit of $3,613,489 at September30, 2022. We expect losses to continue as a result of our ongoing activities to commercially launch our first diagnostic assessment test,to gain market recognition and acceptance of that initial product, to expand our marketing channels and otherwise position ourselves togrow our revenue opportunities, all of which will require hiring additional employees as well as other significant expenses. We are unableto predict when we will become profitable, and it is possible that we may never become profitable. We may encounter unforeseen expenses,difficulties, complications, delays, and other unknown factors that may adversely affect our business. The size of our future net losseswill depend, in part, on the rate of future growth of our expenses, which we expect to increase substantially as a public company, andon our ability to generate revenue. Even if we achieve profitability in the future, we may not be able to sustain profitability in subsequentperiods. If additional capital is not available when required, if at all, or is not available on acceptable terms, we could be forcedto modify or abandon our current business plan.

We believe our long-term value as a company will be greater ifwe focus on growth, which may negatively impact our results of operations in the near term.

We believe our long-term value as a companywill be greater if we focus on longer-term growth over short-term results. As a result, our results of operations may be negatively impactedin the near term relative to a strategy focused on maximizing short-term profitability. Significant expenditures on marketing efforts,potential acquisitions and other expansion efforts may not ultimately grow our business or lead to expected long-term results.

Our business and the markets in which we operate are new andrapidly evolving, which makes it difficult to evaluate our future prospects and the risks and challenges we may encounter.

Our business and the markets in which we operateare new and rapidly evolving, which make it difficult to evaluate and assess the success of our business to date, our future prospectsand the risks and challenges that we may encounter. These risks and challenges include our ability to:

If we fail to understand fully or adequatelyaddress the challenges that we are currently encountering or that we may encounter in the future, including those challenges describedhere and elsewhere in this “Risk Factors” section, our business, financial condition and results of operations could be adverselyaffected. If the risks and uncertainties that we plan for when operating our business are incorrect or change, or if we fail to managethese risks successfully, our results of operations could differ materially from our expectations and our business, financial conditionand results of operations could be adversely affected.

Our limited operating history make it difficult to evaluate ourfuture prospects and the risks and challenges we may encounter.

We were established in 2017 and we are continuingto grow our marketing and management capabilities. Consequently, predictions about our future success or viability may not be as accurateas they could be if we had a longer operating history. The evolving nature of the medicaldiagnostics industry increases these uncertainties. If our growth strategy is not successful, we may not be able to continue togrow our revenue or operations. Our limited operating history, evolving business and growth make it difficult to evaluate our future prospectsand the risks and challenges we may encounter.

In addition, as a business with a limited operatinghistory, we may encounter unforeseen expenses, difficulties, complications, delays and other known and unknown challenges. We are transitioningto a company capable of supporting commercialization, sales and marketing. We may not be successful in such a transition and, as a result,our business may be adversely affected.

Our quarterly results may fluctuate significantly and may notfully reflect the underlying performance of our business.

Our results of operations and key metrics discussedelsewhere in this registration statement may vary significantly in the future and period-to-period comparisons of our operating resultsand key metrics may not provide a full picture of our performance. Accordingly, the results of any one quarter or year should not be reliedupon as an indication of future performance. Our quarterly financial results and metrics may fluctuate as a result of a variety of factors,many of which are outside of our control, and as a result they may not fully reflect the underlying performance of our business. Thesequarterly fluctuations may negatively affect the value of our securities. Factors that may cause these fluctuations include, without limitation:

Further, in any future period, our revenue growthcould slow or our revenues could decline for a number of reasons, including slowing demand for our tests and services, increasing competition,a decrease in the growth of our overall market, or our failure, for any reason, to continue to capitalize on growth opportunities. Inaddition, our growth rate may slow in the future as our market penetration rates increase. As a result, our revenues, operating resultsand cash flows may fluctuate significantly on a quarterly basis and revenue growth rates may not be sustainable and may decline in thefuture, and we may not be able to achieve or sustain profitability in future periods, which could harm our business and cause the marketprice of our Common Stock to decline.

We received less proceeds from the Business Combination thanwe initially expected. This could prevent us from executing on our business plan and may result in our results of operation and financialcondition being worse than we previously projected.

We rely on the availability of capital to growour business. The projections that we prepared in June 2022 in connection with the Business Combination assumed that we would receiveat least an aggregate of $15 million in capital from the Business Combination and the Legacy Cardio private placements conducted in 2022prior to the Business Combination. This base amount anticipated at least $5.0 million in proceeds remaining in the Trust Account followingpayment of the requested redemptions. At Closing, we received no funds from the Trust Account due to higher than expected redemptionsby Mana public stockholders and higher than expected expenses in connection with the Business Combination. Accordingly, we have lesscash available to pursue our anticipated growth strategies and new initiatives than we projected. This has caused and may continueto cause significant delays in, or limit the scope of, our planned acquisition strategy and our planned product expansion timeline.

We currently expect our actual 2022 resultsto differ materially from the projections for several reasons, including, among other things: (i)the actual level of redemptionsby Mana public stockholders being higher than anticipated redemption levels; (ii) the merger transaction costs and deferred IPO costssubstantially exceeding the remainder of the funds in the Trust Account after the redemption amount was paid; and (iii) generaland administrative expenses for 2022 are expected to be higher than projected as a result of higher than expected costs associated withinvesting in growth initiatives and positioning Cardio to operate with a strong corporate governance structure and higher costs relatedto being a public company, including those related to directors’ and officers’ liability insurance. As a result of theseand other factors, we have earned no revenue in 2022 compared to the revenue projection of $784,250 included in the projections LegacyCardio provided to Mana in connection with its consideration of the Business Combination transaction.

Additionally, we currently expect our actual2023 results to differ materially from our projections for several reasons, including, among other things: (i)the continued andcumulative effects of the factors described in the immediately preceding paragraph, including less than anticipated transaction proceedsand increased costs of

revenue; (ii)higher than projected general and administrative expenses as a result of the impact of employeeand executive hires and public company expenses, including directors’ and officers’ liability insurance; and (iii)lowerthan projected revenues as a result of a having less capital to carry out the business plan on which our projections were based.

Given the dynamic nature of the markets we operatein, and the current status of our business, although we lack the visibility to reasonably quantify, the results for the future periodsbeyond 2023 may also materially differ from our projections.

Because we experienced high redemptions by Manapublic stockholders in connection with the Business Combination and high transaction costs, we have no Trust Account proceeds availableto pursue our anticipated growth strategies and new initiatives, including our acquisition strategy, which could have a material impacton our projected estimates and assumptions and actual results of operations and financial condition. The estimates and assumptions usedin building our projections required the exercise of judgment and were and continue to be subject to various economic, business, competitive,regulatory, legislative, political and other factors. There can be no assurance that the projected results will be realized even afteraccounting for the differences discussed herein, or that actual results will not be significantly higher or lower than estimated. Ourfailure to achieve our projected results could harm the trading price of our securities and our financial position, and adversely affectour future profitability and cash flows.

We may need to raise additional capital to fund our existingoperations or develop and commercialize new services or expand our operations.

Due to the extremely high percentage of redemptionsrequested in connection with the Business Combination, substantially all of the funds in the Trust Account that was established as thedepository of the IPO net proceeds and proceeds from the private placement sale of the Sponsor Warrants, we may need additional capitalsooner than we previously anticipated. In connection with the Closing of the Business Combination, we incurred approximately $2.6 millionin transaction costs relating to the Business Combination, consisting of banking, legal and other professional fees, including deferredIPO expenses. After payment of such expenses, all funds in the Trust Account at the time of the Business Combination were used to payexpenses.

We expect to spend significant amounts to expandour existing operations, including expansion into new geographies, to make additional key hires, to expand our sales channels and constituenciesand to develop new tests and services. Based upon our current operating plan, we believe that our existing cash, cash equivalents andrestricted cash will be sufficient to fund our operating and capital needs for at least the next 12 months, although we may need to delaythe timing of, or scale back, certain aspects of our business plan. This estimate and our expectation regarding the sufficiency of fundsare based on assumptions that may prove to be wrong, and we could use our available capital resources sooner than we currently expect.Until such time, if ever, as we can generate sufficient revenues, we may finance our cash needs through a combination of equity offeringsand debt financings or other sources. In addition, we may seek additional capital due to favorable market conditions or strategic considerations,even if we believe that we have sufficient funds for our current or future operating plans.

Our present and future funding requirementswill depend on many factors, including:

To the extent that we raise additional capitalthrough the sale of equity or convertible debt securities, your ownership interest will be diluted, and the terms of these securitiesmay include liquidation or other preferences that adversely affect your rights as a securityholder. In addition, debt financing and preferredequity financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions,such as incurring additional debt, making capital expenditures or declaring dividends. If we raise additional funds through collaborations,strategic alliances or marketing, distribution or licensing arrangements with third parties, we may be required to relinquish valuablerights to our technologies, intellectual property, or future revenue streams or grant licenses on terms that may not be favorable to us.Furthermore, any capital raising efforts may divert our management from their day-to-day activities, which may adversely affect our abilityto advance development activities. If we need additional capital and cannot raise it on acceptable terms, or at all, we may not be ableto, among other things:

We may invest in or acquire other businesses, and our businessmay suffer if we are unable to successfully integrate an acquired business into our company or otherwise manage the growth associatedwith multiple acquisitions.

From time to time, we may acquire, make investmentsin, or enter into strategic alliances and joint ventures with, complementary businesses. These transactions may involve significant risksand uncertainties, including:

In the case of an acquisition:

In the case of an investment, alliance, joint venture, orother partnership:

Any such transaction may involve the risk thatour senior management’s attention will be excessively diverted from our other operations, the risk that our industry does not evolveas anticipate, and that any intellectual property or personnel skills acquired do not prove to be those needed for our future success,and the risk that our strategic objectives, cost savings or other anticipate benefits are otherwise not achieved.

We may experience difficulties in managing our growth and expandingour operations.

We expect to experience significant growth inthe scope of our operations. Our ability to manage our operations and future growth will require us to continue to improve our operational,financial and management controls, compliance programs and reporting systems. We may not be able to implement improvements in an efficientor timely manner and may discover deficiencies in existing controls, programs, systems and procedures, which could have an adverse effecton our business, reputation and financial results. Additionally, rapid growth in our business may place a strain on our human and capitalresources.

Risks Related to our Business and Industry

We have an unproven business model with no assurance of significantrevenues or operating profit.

Ourcurrent business model is unproven and the profit potential, if any, is unknown at this time. We are subject to all ofthe risks inherent in the creation of a new business. Our ability to achieve profitability is dependent, among other things, on our initialmarketing and accompanying product acceptance to generate sufficient operating cash flow to fund future expansion. There can be no assurancethat our results of operations or business strategy will achieve significant revenue or profitability.

The market for epigenetic tests is fairly new and unproven, andit may decline or experience limited growth, which would adversely affect our ability to fully realize the potential of our platform.

Epigenetics is at the heart of our technology, productsand services. According to the CDC, epigenetics is the study of how a person’s behaviors and environment can cause changes thataffect the way a person’s genes work. Unlike genetic changes, epigenetic changes are reversible and do not change one’s DNAsequence, but they can change how a person’s body reads a DNA sequence. The market for epigenetic tests is relatively new and evaluatingthe size and scope of the market is subject to a number of risks and uncertainties. We believe that our future success will depend inlarge part on the growth of this market. The utilization of our solution is still relatively new, and customers may not recognize theneed for, or benefits of, our tests and services, which may prompt them to cease use of our tests and services or decide to adopt alternativeproducts and services to satisfy their healthcare requirements. In order to expand our business and extend our market position, we intendto focus our marketing and sales efforts on educating customers about the benefits and technological capabilities of our tests and servicesand the application of our tests and services to specific needs of customers in different market verticals. Our ability to access andexpand the market that our tests and services are designed to address depends upon a number of factors, including the cost, performanceand perceived value of the tests and services. Market opportunity estimates are subject to significant uncertainty and are based on assumptionsand estimates. Assessing the market for our solutions in each of the vertical markets we are competing in, or planning to compete in,is particularly difficult due to a number of factors, including limited available information and rapid evolution of the market. The marketfor our tests and services may fail to grow significantly or be unable to meet the level of growth we expect. As a result, we may experiencelower-than-expected demand for our products and services due to lack of customer acceptance, technological challenges, competing productsand services, decreases in expenditures by current and prospective customers, weakening economic conditions and other causes. If our marketshare does not experience significant growth, or if demand for our solution does not increase, then our business, results of operationsand financial condition will be adversely affected.

The estimates of market opportunity and forecasts of market growthincluded in this prospectus may prove to be inaccurate, and even if the market in which we compete achieves the forecasted growth, ourbusiness could fail to grow at similar rates, if at all.

Market opportunity estimates and growth forecasts aresubject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate. The estimates and forecastsin this prospectus relating to the size and expected growth of the cardiovascular diagnostics market may prove to be inaccurate. Evenif the market in which we compete meets our size estimates and forecasted growth, our business could fail to grow at similar rates, ifat all.

If we are not able to enhance or introduce new products thatachieve market acceptance and keep pace with technological developments, our business, results of operations and financial condition couldbe harmed.

Our ability to attract new customers and increaserevenue from existing customers depends in part on our ability to enhance and improve its solutions, increase adoption and usage of itsproducts and introduce new products and features. The success of any enhancements or new products depends on several factors, includingtimely completion, adequate quality testing, actual performance quality, market-accepted pricing levels and overall market acceptanceand demand. Enhancements and new products that we develop may not be introduced in a timely or cost-effective manner, may contain defects,may have interoperability difficulties with our solutions, or may not achieve the market acceptance necessary to generate significantrevenue. If we are unable to successfully enhance our existing solutions and capabilities to meet evolving customer requirements, increaseadoption and usage of our solutions, develop new products, or if our efforts to increase the usage of our products are more expensivethan we expects, then our business, results of operations and financial condition could be harmed.

The success of our business depends on our ability to expandinto new vertical markets and attract new customers in a cost-effective manner.

Inorder to grow our business, we plan to drive greater awareness and adoption of our tests and services from enterprises across newvertical markets. We intend to increase our investment in sales and marketing, as well as in technological development, to meet evolvingcustomer needs in these and other markets. There is no guarantee, however, that we will be successful in gaining new customers from existingand new markets. We have limited experience in marketing and selling our products and services generally, and in particular in new markets,which may present unique and unexpected challenges and difficulties. Furthermore, we may incur additional costs to modify our currentsolutions to conform to the customer’s requirements, and we may not be able to generate sufficient revenue to offset these costs.We may also be required to comply with certain regulations required by government customers, which will require us to incur costs, devotemanagement time and modify our current solutions and operations. If we are unable to comply with those regulations effectively and ina cost-effective manner, our financial results could be adversely affected.

Ifthe costs of the new marketing channels we use or plan to pursue increase dramatically, then we may choose to use alternative andless expensive channels, which may not be as effective as the channels we currently use or have plans to use. As we add to or change themix of our marketing strategies, we may need to expand into more expensive channels than those we are currently in, which could adverselyaffect our business, results of operations and financial condition. In addition, we have limited experience marketing our products andservices and we may not be successful in selecting the marketing channels that will provide us with exposure to customers in a cost-effectivemanner. As part of our strategy to penetrate the new vertical markets, we expect to incur marketing expenses before we are able to recognizeany revenue in such markets, and these expenses may not result in increased revenue or brand awareness. We expect to make significantexpenditures and investments in new marketing activities, and these investments may not lead to the cost-effective acquisition of additionalcustomers. If we are unable to maintain effective marketing programs, then our ability to attract new customers or enter into new verticalmarkets could be adversely affected.

Consolidation in the health care industry could have a materialadverse effect on our business, financial condition and results of operations.

Many health care industry participants and payersare consolidating to create larger and more integrated health care delivery systems with greater market power. We expect regulatory andeconomic conditions to result in additional consolidation in the health care industry in the future. As consolidation accelerates, theeconomies of scale of our customers’ organizations may grow. If a customer experiences sizable growth following consolidation, thatcustomer may determine that it no longer needs to rely on us and may reduce its demand for our products and services. In addition, ashealth care providers consolidate to create larger and more integrated health care delivery systems with greater market power, these providersmay try to use their market power to negotiate fee reductions for our products and services. Finally, consolidation may also result inthe acquisition or future development by our customers of products and services that compete with our products and services. Any of thesepotential results of consolidation could have a material adverse effect on our business, financial condition and results of operations.

If we are not able to compete effectively, our business and operatingresults will be harmed.

The market for our tests and services is increasinglycompetitive, rapidly evolving and fragmented, and is subject to changing technology and shifting customer needs. Although we believe thatthe solutions that we offer are unique, many companies develop and market products and services that compete to varying extents with ourofferings, and we expect competition in our market to continue to intensify. Moreover, industry consolidation may increase competition.

Whilethe clinical epigenetics market is still fairly new, we face competition from various sources, including large, well-capitalized technologycompanies such as Exact Sciences and Prevencio. These competitors may have better brand name recognition, greater financial and engineeringresources and larger sales teams than we have. As a result, our competitors may be able to develop and introduce competing solutions andtechnologies that may have greater capabilities than our solutions or that are able to achieve greater customer acceptance, and they maybe able to respond more quickly and effectively than we can to new or changing opportunities, technologies, standards or customer requirements.In addition, we may also compete with smaller companies, who may develop their own platforms that perform similar services as our platform.We expect that competition will increase and intensify as we continue to expand our serviceable markets and improve our tests and services.If we are unable to provide our tests and services on terms attractive to the customer, the prospective customer may be unwilling to utilizeour solutions. If our competitors’ products, services or technologies become more accepted than our solutions, if they are successfulin bringing their products or services to market earlier than we do, or if their products or services are more technologically capablethan ours, then our revenue could be adversely affected. In addition, increasedcompetition may result in pricing pressures and require us to incur additional sales and marketing expenses, which could negatively impactour sales, profitability and market share.

Our business depends on customers increasing their use of oursolutions, and we may experience loss of customers or decline in their use of our solutions.

Ourability to grow and generate revenue depends, in part, on our ability to maintain and grow our relationships with existing customers andconvince them to increase their usage of our tests and services. If our customers do not increase their use of our tests and services,then our revenue may not grow, and our results of operations may be harmed. Itis difficult to accurately predict customers’ usage levels and the loss of customers or reductions in their usage levels may havea negative impact on our business, results of operations and financial condition. If a significant number of customers cease using, orreduce their usage of, our tests and services, then we may be required to expend significantly more on sales and marketing than we currentlyplan to expend in order to maintain or increase revenue from customers. These additional expenditures could adversely affect our business,results of operations and financial condition.

Interruptions or performance problems associated with our technologyand infrastructure may adversely affect our business and operating results.

Ourcontinued growth depends in part on the ability of customers to access its tests and services at any time and within an acceptable amountof time. Cardio may in the future experience, disruptions, outages and other performance problems due to a variety of factors, includinginfrastructure changes, introductions of new applications and functionality, software errors and defects, capacity constraints due toan increasing number of customers or security related incidents. In addition, from time-to-time, Cardio or its vendors may experiencelimited periods of equipment downtime, server downtime due to server failure or other technical difficulties (as well as maintenance requirements).It may become increasingly difficult to maintain and improve our performance, especially during high volume timesand as its solution becomes more complex and its customer traffic increases. If our solution is unavailable or if our customers are unableto access our solutions within a reasonable amount of time or at all, our business would be adversely affected, and its brand could beharmed. In the event of any of the factors described above, or certain other failures of our infrastructure, customer or patient datamay be permanently lost. To the extent that Cardio does not effectively address capacity constraints, upgrade its systems, as needed,and continually develop our technology and network architecture to accommodate actual and anticipated changes in technology, customersmay cease to use our solutions and our business and operating results may be adversely affected.

We rely on a limited number of suppliers, contract manufacturers,and logistics providers, and our test is performed by a single contract high complexity Clinical Laboratory Improvement Amendments (CLIA)laboratory.

Forour Epi+Gen CHD™ test, we and our vendors rely on a limited number of suppliers for laboratory reagents and sampling kit supplies,contract manufacturers, and logistics providers. For example, certain proprietary reagents are manufactured under Good Manufacturing Practice(GMP) by a single contract manufacturer located in Michigan; the sample collection kits are assembled and fulfilled by one fulfillmentcenter located in Iowa; and the Epi+Gen CHD™ test is performed in one high complexity CLIA laboratory located in Missouri. The relianceon a limited number of suppliers and a sole contract manufacturer, fulfillmentcenter and laboratory present various risks. These include the risk that in the event of an interruption from any part of our supply chainfor any reason, such as a natural catastrophe, labor dispute, or system interruption. We may not be able to develop an alternate sourcewithout incurring material additional costs and substantial delays. For example, during 2021, the Coronavirus pandemic impacted the abilityto conduct in-person training of personnel at the laboratory, which delayed launch of Epi+Gen CHD™ by approximately two and a halfmonths. As a public company, the delay of a product launch by a nearly a fiscal quarter could cause our reported results of operationsto fail to meet market expectations, which, in turn, and could negatively impact our stock price.

The security of our solutions, networks or computer systems maybe breached, and any unauthorized access to our customer data will have an adverse effect on its business and reputation.

The use of our solutions involves the storage,transmission and processing of our customers’ private data, and this data may contain confidential and proprietary information ofour customers or their customers’ patients, employees, business partners or other persons (“customer personnel”) orother personal or identifying information regarding our customers and customer personnel. Individuals or entities may attempt to penetrateour network or platform security, or that of our third-party hosting and storage providers, and could gain access to our customer andcustomer personnel private data, which could result in the destruction, disclosure or misappropriation of proprietary or confidentialinformation of our customers and customer personnel. If any of our customers’ or customer personnel’s private data is leaked,obtained by others or destroyed without authorization, it could harm our reputation, we could be exposed to civil and criminal liability,and we may lose our ability to access private data, which will adversely affect the quality and performance of our solutions.

In addition, our services may be subject tocomputer malware, viruses and computer hacking, fraudulent use attempts and phishing attacks, all of which have become more prevalentin our industry. Though it is difficult to determine what, if any, harm may directly result from any specific interruption or attack,they may include the theft or destruction of data owned by Cardio or our customers or customer personnel, and/or damage to our platform.Any failure to maintain the performance, reliability, security and availability of our products and technical infrastructure to the satisfactionof our customers may harm our reputation and our ability to retain existing customers and attract new customers.

Whilewe have implemented and is continuing to implement procedures and safeguards that are designed to prevent security breaches and cyberattacks, they may not be able to protect against all attempts to breach our systems, and we may not become aware in a timely manner ofany such security breach. Unauthorized access to or security breaches of its platform, network or computer systems, or those of our technologyservice providers, could result in the loss of business, reputational damage, regulatory investigations and orders, litigation, indemnityobligations, damages for contract breach, civil and criminal penalties for violation of applicable laws, regulations or contractual obligations,and significant costs, fees and other monetary payments for remediation. If customers believe that our platform does not provide adequatesecurity for the storage of sensitive information or its transmission over theInternet, our business will be harmed. Customers’ concerns about security or privacy may deter them from using our solutions foractivities that involve personal or other sensitive information.

Any failure to offer high-quality customer support may adverselyaffect our relationships with our customers.

Ourability to retain existing customers and attract new customers depends in part on its ability to maintain a consistently high level ofcustomer service and technical support. our current and future customers depend on its customer support teamto assist them in utilizing our tests and services effectively and to help them to resolve issues quickly and to provide ongoing support.If we are unable to hire and train sufficient support resourcesor are

otherwise unsuccessful in assisting our customers effectively,it could adversely affect our ability to retain existing customers and could prevent prospective customers from adopting our solutions.We may be unable to respond quickly enough to accommodate short-term increases in demand for customer support. We also may be unable tomodify the nature, scope and delivery of our customer support to compete with changes in the support services provided by our competitors.Increased demand for customer support, without corresponding revenue, could increase our costs and adversely affect our business, resultsof operations and financial condition. our sales are and will be highly dependent on its business reputation and on positive recommendationsfrom customers. Any failure to maintain high-quality customer support, or a market perception that we do not maintain high-quality customersupport, could adversely affect our reputation, business, results of operations and financial condition.

The information that we provide to our customers could be inaccurateor incomplete, which could harm our business reputation, financial condition, and results of operations.

Weaggregate, process, and analyze customers’/patients’ healthcare-related data and information for use by our customers. Becausedata in the healthcare industry is fragmented in origin, inconsistent in format, and often incomplete, the overall quality of data receivedor accessed in the healthcare industry is often poor, the degree or amount of data which isknowingly or unknowingly absent or omitted can be material. If the test results that we provide to our customers are based on incorrector incomplete data or if we make mistakes in the capture, input, or analysis of these data, our reputation may suffer, and our abilityto attract and retain customers may be materially harmed.

Inaddition, in the future, we may assist our customers with the management and submission of data to governmental entities, including CMS.These processes and submissions are governed by complex data processing and validation policies and regulations. If we fail to abide bysuch policies or submits incorrect or incomplete data, we may be exposed to liability to a client, court, or government agencythat concludes that its storage, handling, submission, delivery, or display of health information or other data was wrongful or erroneous.

Our proprietary applications may not operate properly, whichcould damage our reputation, give rise to a variety of claims against us, or divert our resources from other purposes, any of which couldharm our business and operating results.

Proprietary software, product and application developmentis time-consuming, expensive, and complex, and may involve unforeseen difficulties. We may encounter technical obstacles, and it is possiblethat we discover additional problems that prevent our proprietary solutions from operating properly. If our solutions and services donot function reliably or fail to achieve customer expectations in terms of performance, customers could assert liability claims againstus and attempt to cancel their contracts with us. Moreover, material performance problems, defects, or errors in our existing or new solutionsmay arise in the future and may result from, among other things, the lack of interoperability of our applications with systems and datathat we did not develop and the function of which is outside of our control or undetected in our testing. Defects or errors in our solutionsmight discourage existing or potential customers from purchasing products and services from us. Correction of defects or errors couldprove to be time consuming, costly, impossible, or impracticable. The existence of errors or defects in our solutions and the correctionof such errors could divert our resources from other matters relating to its business, damage our reputation, increase our costs, andhave a material adverse effect on our business, financial condition, and results of operations.

If we do not keep pace with technological changes, our solutionsmay become less competitive, and our business may suffer.

The clinical epigenetic testing and cardiovasculardiagnostics markets are undergoing rapid technological change, frequent product and service innovation and evolving industry standards.If we are unable to provide enhancements and new features for our existing tests and services or additional tests and services that achievemarket acceptance or that keep pace with these technological developments, our business could be adversely affected. The success of enhancements,new tests and services depends on several factors, including the timely completion, introduction and market acceptance of the innovations.Failure in this regard may significantly impair our revenue growth. In addition, because our solutions are designed to operate on existingcloud software and technologies, we will need to continuously modify and enhance our solutions to keep pace with changes in internet-related

hardware, software, communication, browser and database technologies, alongside changes in laboratory technologies. We may not be successfulin either developing these modifications and enhancements or in bringing them to market in a timely fashion. Furthermore, uncertaintiesabout the timing and nature of new diagnostic tests, network platforms or technologies, including laboratory technologies, or modificationsto existing tests, platforms or technologies, could increase our research and development expenses. Any failure of our solutions to keeppace with technological changes or operate effectively with future network platforms and technologies, including laboratory technologies,could reduce the demand for our solutions, result in customer dissatisfaction and adversely affect our business.

Our growth strategy may not prove viable and expected growthand value may not be realized.

While our overall sales and marketing initiativeswill span the gamut across traditional, print and digital mediums, our primary salesand marketing strategy consists of the branding, collaboration, co-marketing, and co-sales opportunities involved in strategic channelpartnerships. By prioritizing strategic channel partnerships, we believe we can accelerate our market penetration into the key healthcaresub-verticals we intend to prioritize for our growth. The key to our efforts is a well-defined and executed channel partnership integrationstrategy that we believe will serve to accelerate the sales cycle. Although there is no assurance, we believe such strategic channel partnershipswill generate revenue in a myriad of ways, including larger contracts for our Epi+Gen CHD^TM test and bundling our solutionsalongside other synergistic technologies, services, and products. There can be no assurance that we will be successful in acquiring customersthrough these and other strategies.

Insiders will continue to have substantial influence over theCompany after the Business Combination, which could limit investors’ ability to affect the outcome of key transactions, includinga change of control.

Following the Business Combination, our executiveofficers and directors beneficially own approximately 36.7% of our outstanding Common Stock. As a result, these stockholders, if theyact together, will be able to influence our management and affairs and most matters requiring stockholder approval, including the electionof directors and approval of significant corporate transactions. They may also have interests that differ from other investors and mayvote in a way with which other investors disagree and which may be adverse to other investors’ interests. This concentration ofownership may have the effect of delaying, preventing or deterring a change in control of our Company and might affect the market priceof our Common Stock.

Market and economic conditions may negatively impact our business,financial condition and stock price.

Concerns over inflation, energy costs, geopoliticalissues, including the ongoing conflict between Russian and Ukraine, unstable global credit markets and financial conditions, and volatileoil prices could lead to periods of significant economic instability, diminished liquidity and credit availability, declines in consumerconfidence and discretionary spending, diminished expectations for the global economy and expectations of slower global economic growthgoing forward. For example, in March 2022, the U.S. Consumer Price Index (“CPI”), which measures a wide-ranging basket ofgoods and services, rose 8.5% from the same month a year ago, which represents the largest CPI increase since December of 1981. Our generalbusiness strategy may be adversely affected by any such inflationary fluctuations, economic downturns, volatile business environmentsand continued unstable or unpredictable economic and market conditions. Additionally, rising costs of goods and services purchased byus, including raw materials used in manufacturing our tests, may have an adverse effect on our gross margins and profitability in futureperiods. If economic and market conditions continue to deteriorate or do not improve, it may make any necessary debt or equity financingmore difficult to complete, more costly and more dilutive to our stockholders. Failure to secure any necessary financing in a timely manneror on favorable terms could have a material adverse effect on our financial performance and stock price or could require us to delay orabandon development other business plans. In addition, there is a risk that one or more of our current and future service providers, manufacturers,suppliers, other partners could be negatively affected by such difficult economic factors, which could adversely affect our ability toattain our operating goals on schedule and on budget or meet our business and financial objectives.

Our success depends upon our ability to adapt to a changing marketand our continued development of additional tests and services.

Although we believe that we will provide a competitiverange of tests and services, there can be no assurance of acceptance by the marketplace. The procurement of new contracts by us may bedependent upon the continuing results achieved with current and future customers, upon pricing and operational considerations, as wellas the potential need for continuing improvement to existing products and services. Moreover, the markets for such services may not developas expected nor can there be any assurance that we will be successful in our marketing of any such products and services.

Compliance with changing regulation of corporate governance andpublic disclosure will result in significant additional expenses.

Changing laws, regulations, and standards relatingto corporate governance and public disclosure for public companies, including the Sarbanes-Oxley Act of 2002 and various rules and regulationsadopted by the SEC, are creating uncertainty for public companies. Our new management following the Business Combination will need toinvest significant time and financial resources to comply with both existing and evolving requirements for public companies, which willlead, among other things, to significantly increased general and administrative expenses and a certain diversion of management time andattention from revenue generating activities to compliance activities.

Risks Related to our Business Operations

We could experience losses or liability not covered by insurance.

Our business exposes us to risks that are inherentin the provision of testing services that assist clinical decision-making. If customers or customer personnel assert liability claimsagainst us, any ensuing litigation, regardless of outcome, could result in a substantial cost to the Company, divert management’sattention from operations, and decrease market acceptance of our toolsets. The limitations of liability set forth in any contracts wemay enter into now or in the future may not be enforceable or may not otherwise protect us from liability for damages. Additionally, wemay be subject to claims that are not explicitly covered by contract. We also maintain general liability coverage; however, this coveragemay not continue to be available on acceptable terms, may not be available in sufficient amounts to cover one or more large claims againstus, and may include larger self-insured retentions or exclusions for certain products. In addition, the insurer might disclaim coverageas to any future claim. A successful claim not fully covered by our insurance could have a material adverse impact on our liquidity, financialcondition, and results of operations.

Our future growth could be harmed if we lose the services ofour key personnel.

We are highly dependent upon the talents andservices of a number of key employees, specifically Meeshanthini Dogan, PhD and Robert Philibert, MD PhD and other senior technical andmanagement personnel, including our other executive officers, all of whom would be difficult to replace. We have entered into employmentagreements with each of our executive officers and a consulting agreement with our non-executive chairman, which became effective uponClosing of the Business Combination, other than the agreement with Khullani Abdullahi,whose agreement was effective as of May 19, 2022. The loss of the services of one or more of these key employees would disrupt our businessand harm its results of operations. As competition is intense for the type of highly skilled scientific and medical professionals ourbusiness requires, we may not be able to successfully attract and retain senior leadership necessary to grow our business.

If we are unable to hire, retain and motivate qualified personnel,our business will suffer.

Our future success depends, in part, on ourability to continue to attract and retain highly skilled personnel. we believe that there is, and will continue to be, intense competitionfor highly skilled management, medical, engineering, data science, sales and other personnel with experience in our industry. We mustprovide competitive compensation packages and a high-quality work environment to hire, retain and motivate employees. If weare unable to retain and motivate our existing employees and attract qualified personnel to fill key positions, we may be

unableto manage our business effectively, including the development, marketing and sale of our products, which could adversely affect our business,results of operations and financial condition. To the extent we hire personnel from competitors, we also may be subject to allegationsthat they have been improperly solicited or that they have divulged proprietary or other confidential information. If we are unable toretain our employees, our business, results of operations and financial condition could be adversely affected.

If we cannot maintain our corporate culture as it grows, we couldlose the innovation, teamwork, passion and focus on execution that it believes contribute to its success, and its business may be harmed.

We believe that our corporate culture is a criticalcomponent to our success. We have and will continue to invest substantial time and resourcesin building our team. As we grow and develop the infrastructure of a public company, we may find it difficult to maintain our corporateculture. Any failure to preserve our culture could negatively affect our future success, including our ability to retain and recruitpersonnel and effectively focus on and pursue our corporate objectives.

We may be unable to manage our growth.

Currently,we have less than 10 full and part-time employees. Our ability to manage our growth effectively will require us to continue to improveour operational, financial and management controls and information systems to accurately forecast sales demand, to manage our operatingcosts, manage our marketing programs in conjunction with an emerging market, and attract, train, motivate and manage our employees effectively.Our growth strategy will place significant demands on our management team and our financial, administrative and other resources.Operating results will depend substantially on the ability of our officers and key employees to manage changing businessconditions and to implement and improve its financial, administrative and other resources. Ifmanagement fails to manage the expected growth, our results of operations, financial condition, business and prospects could be adverselyaffected. In addition, our growth strategy may depend on effectively integrating future entities, which requires cooperative efforts fromthe managers and employees of the respective business entities. If we are unable to respond to and manage changing business conditions,or the scale of our operations, then the quality of our products and services, our ability to retain key personnel, and our business couldbe harmed, which in turn, could adversely affect our results of operations, financialcondition, business and prospects.

Our Board of Directors may change its strategies, policies, andprocedures without stockholder approval, and we may become highly leveraged, which may increase our risk of default under our existingor future obligations.

Our investment, financing, leverage, and dividendpolicies, and our policies with respect to all other activities, including growth, capitalization, and operations, are determined exclusivelyby our board of directors, and may be amended or revised at any time by our boardof directors without notice to or a vote of our stockholders. This could result in the Company conducting operational matters, makinginvestments, or pursuing different business or growth strategies than those contemplated in this prospectus. Further, our charter andbylaws do not limit the amount or percentage of indebtedness, funded or otherwise, that we may incur. High leverage also increases therisk of default on our obligations. In addition, a change in our investment policies, including the manner in which we allocate our resourcesacross our portfolio or the types of assets in which we seek to invest, may increase our exposure to interest rate risk and liquidityrisk. Changes to our policies with regards to the foregoing could materially adversely affect our financial condition, results of operations,and cash flow.

Our business is subject to the risks of earthquakes, fire, floods,pandemics and other natural catastrophic events, and to interruption by man-made problems, such as power disruptions, computer viruses,data security breaches or terrorism.

A significant natural disaster, such as a tornado,hurricane or a flood, occurring at our headquarters or where a business partner is located could adversely affect our business, resultsof operations and financial condition. Further, if a natural disaster orman-madeproblem were to affect our network serviceproviders or Internet service providers, this could adversely affect the ability of our customers to use its products and platform. Inaddition, natural disasters and acts of terrorism could cause disruptions in our business, or the businesses of our customers or serviceproviders. We also rely, and will continue to rely, on our network and third-party infrastructure and enterprise applications and internaltechnology systems for our engineering, sales and marketing and operations

activities. Further, if a natural disaster, health epidemicsor pandemic, or man-made problem were to affect our network service providers or Internet service providers, this could adversely affectthe ability of our customers to use our products and platform. In addition, health epidemics or pandemics, natural disasters and actsof terrorism could cause disruptions in our business, or the businesses of its customers or service providers. In the event of a majordisruption caused by a health epidemic or pandemic, natural disaster orman-made problem, we may be unable to continue our operationsand may endure system interruptions, reputational harm, delays in our development activities, lengthy interruptions in service, breachesof data security and loss of critical data, any of which could adversely affect our business, results of operations and financial condition.

We may need to seek alternative business opportunities and changethe nature of our business.

As a company in the early stages of its development,we continuously reevaluate our business, the market in which we operate and potential new opportunities. We may seek other alternativeswithin the healthcare field in order to grow our business and increase revenues. Such alternatives may include, but not be limited to,combinations or strategic partnerships with laboratory companies or with medical practices such as hospitalists or behavioral health.Pursuing alternative business opportunities could increase our expenses, may require us to obtain additional financing, which may notbe available on favorable terms or at all, and result in potentially dilutive issuances of our equity securities or the incurrence ofdebt that may be burdensome to service, any of which could have a material adverse effect on our business and operations. In addition,pursuing alternative business opportunities may never be successful and may divert significant management time and attention. Moreover,accomplishing and integrating any business opportunity that is pursued by us may disrupt the existing business and may be a complex, riskyand costly endeavor and could have a material adverse effect on our business, results of operations, financial condition and prospects.

Any legal proceedings or claims against us could be costly andtime-consuming to defend and could harm our reputation regardless of the outcome.

We may in the future become subject to legalproceedings and claims that arise in the ordinary course of business, including intellectual property, collaboration, licensing agreement,product liability, employment, class action, whistleblower and other litigation claims, and governmental and other regulatory investigationsand proceedings. Such matters can be time-consuming, divert management’sattention and resources, cause us to incur significant expenses or liability, or require us to change our business practices. In addition,the expense of litigation and the timing of this expense from period to period are difficult to estimate, subject to change, and couldadversely affect our financial condition and results of operations. Because of the potential risks, expenses, and uncertainties of litigation,we may, from time to time, settle disputes, even where we have meritorious claims or defenses, by agreeing to settlement agreements. Anyof the foregoing could adversely affect our business, financial condition, and results of operations.

Risks Related to our Intellectual Property

Our license agreement with the University of Iowa Research Foundationincludes a non-exclusive license of “technical information” that potentially could grant unaffiliated third parties accessto materials and information considered derivative work made by us, which could be used by such licensees to develop competitive products.

The University of Iowa Research Foundation, or UIRF,license agreement grants to us a worldwide, exclusive, non-transferable license under the Patent Rights, as defined in the agreement,to make, have made, use, sell, offer for sale and import the Licensed Products(s) and/or Licensed Processes, as defined in the agreement,in the field of research tools and clinical diagnostics for cardiovascular disease, stroke, congestive heart failure and diabetes in humans.However, the agreement also confers a non-exclusive license as to Technical Information. Technical Information is defined as certain researchand development information, materials, confidential information, technical data, unpatented inventions, know-how and supportive informationowned and controlled by the licensor that was not in the public domain as of May 2, 2017 and that describes the Invention, as definedin the agreement, its manufacture and/or use and selected by the licensor to provide to us for use in or with the development, manufactureor use of the Licensed Products and/or Licensed Processes. Technical Information further includes materials, all progeny and derivativesof the materials made by us or our sublicensees, as well as software or other copyrightable work, all derivatives of such software andother copyrightable work made by us and our

sublicensees. The ability of UIRF to grant non-exclusive licenses to third parties in andto this broad definition of Technical Information raises the possibility that unaffiliated third parties could use such Technical Information,including Technical Information developed by the Company, to make, use, sell, offer to sell and import products and/or processes thatcompete with the Company’s exclusively-licensed products and/or processes or are positioned in markets that the Company may enterin the future. Increased competition could result in reduced demand for the Company’s products and/or processes, slow its growthand materially adversely affect its business, operating results and financial condition.

We could incur substantial costs in protecting or defending ourintellectual property rights, and any failure to protect or defend our intellectual property could adversely affect our business, resultsof operations and financial condition.

Our success depends, in part, on our ability to protectour brand and the proprietary methods and technologies that we develop under patent and other intellectual property laws of the UnitedStates and foreign jurisdictions so that we can prevent others from using our inventions and proprietary information. Any patents thathave been issued or that may be issued in the future may not provide significant protection for our intellectual property. If we failto protect our intellectual property rights adequately, our competitors might gain access to our technology and our business, resultsof operations and financial condition may be adversely affected.

The particular forms of intellectual property protectionthat we seek, or our business decisions about when to file patent applications and trademark applications, may not be adequate to protectour business. We could be required to expend significant resources to monitor and protect our intellectual property rights. Litigationmay be necessary in the future to enforce our intellectual property rights, determine the validity and scope of our proprietary rightsor those of others, or defend against claims of infringement or invalidity. Such litigation could be costly, time-consuming and distractingto management, result in a diversion of significant resources, lead to the narrowing or invalidation of portions of our intellectual propertyand have an adverse effect on our business, results of operations and financial condition. Our efforts to enforce our intellectual propertyrights may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of our intellectual propertyrights or alleging that we infringe the counterclaimant’s own intellectual property. Any of our patents, copyrights, trademarksor other intellectual property rights could be challenged by others or invalidated through administrative process or litigation.

We also rely, in part, on confidentiality agreementswith our business partners, employees, consultants, advisors, customers and others in our efforts to protect our proprietary technology,processes and methods. These agreements may not effectively prevent disclosure of our confidential information, and it may be possiblefor unauthorized parties to copy our software or other proprietary technology or information, or to develop similar technology independentlywithout our having an adequate remedy for unauthorized use or disclosure of our confidential information. In addition, others may independentlydiscover our trade secrets and proprietary information, and in these cases, we would not be able to assert any trade secret rights againstthose parties. Costly and time-consuming litigation could be necessary to enforce and determine the scope of our proprietary rights, andthe failure to obtain or maintain trade secret protection could adversely affect our competitive business position.

In addition, the laws of some countries do not protectintellectual property and other proprietary rights to the same extent as the laws of the United States. To the extent we expand into internationalactivities, our exposure to unauthorized copying, transfer and use of our proprietary technology or information may increase.

Our means of protecting our intellectual property andproprietary rights may not be adequate or our competitors could independently develop similar technology. If we fail to meaningfully protectour intellectual property and proprietary rights, our business, results of operations and financial condition could be adversely affected.

Assertions by third parties of infringement or other violationsby us of its intellectual property rights could result in significant costs and harm our business and operating results.

Oursuccess depends upon our ability to refrain from infringing upon the intellectual property rights of others. Some companies, includingsome of our competitors, own large numbers of patents, copyrights and trademarks, which they may use to assert claims against us. As wegrow and enter new markets, we will face a

growing number of competitors. As the number of competitors in our industry grows and the functionalityof products in different industry segments overlaps, we expect that software and other solutions in our industry may be subject to suchclaims by third parties. Third parties may in the future assert claims of infringement, misappropriation or other violations of intellectualproperty rights against us. We cannot assure investors that infringement claims will not be asserted against us in the future, or that,if asserted, any infringement claim will be successfully defended. A successful claim against us could require that we pay substantialdamages or ongoing royalty payments, prevent us from offering our products and services, or require that we comply with other unfavorableterms. We may also be obligated to indemnify our customers or business partners or pay substantial settlement costs, including royaltypayments, in connection with any such claim or litigation and to obtain licenses, modify applications or refund fees, which could be costly.Even if we were to prevail in such a dispute, any litigation regarding our intellectual property could be costly and time-consuming anddivert the attention of our management and key personnel from our business operations.

Certain of our core technology is licensed, and that licensemay be terminated if we were to breach our obligations under the license.

The initial work on our core technology is derivedfrom work done by our founders while at the University of Iowa, around which there is currently a family of patent applications, the rightsof which are owned by the University of Iowa Research Foundation (UIRF) and exclusively licensed to us. In addition, follow-on work onour core technology also is derived from work done by our founders while at the University of Iowa but was furthered by our founders.Therefore, the follow-on work is co-owned by UIRF and us, and exclusively licensed to us under the license agreement with UIRF. That licenseagreement and those licenses granted under the license agreement terminate on the expiration of the patent rights licensed under the licenseagreement, unless certain proprietary, non-patented technical information is still being used by us, in which case the license agreementwill not terminate until the date of termination of such use. The licenses under the license agreement could terminate prior to the expirationof the licensed patent rights if we materially breach our obligations under the license agreement, including failing to pay the applicablelicense fees and any interest on such fees, and if we fail to fully remedy such breach within the period specified in the license agreement,or if we enter liquidation, have a receiver or administrator appointed over any assets related to the license agreement, or cease to carryon business, or file for bankruptcy or if an involuntary bankruptcy petitionis filed against us. The license agreement can also be terminated by UIRF as a result of our failure to timely achieve certain performancegoals, including minimum requirements for commercial sales of our cardiac test, provided that URIF first provides written notice to usof such failure and if such failure is not remedied within 90 days following any such notice.

Some of our technologies incorporate “open-source”software or other similar licensed technologies, which could become unavailable or subject us to increased costs, delays in productionor assessment or litigation.

In order to provide our products, we currentlyuse a variety of technologies including, for example, genotyping, digital methylation assessment and data processing technologies ownedby third parties. The terms of these agreements, and any other “open source”software agreements we may rely upon in the future, are subject to change without notice and may increase our costs. Moreover, our failureto comply with the terms of one or more of these agreements could expose us to business disruption because the license may be terminatedautomatically due to non-compliance.

The use and distribution of open-source softwaremay also entail greater risks than the use of third-party commercial software, as open-sourcelicensors generally do not provide warranties or other contractual protections regarding infringement claims or the quality of the code.Many of the risks associated with use of open-source software cannot be eliminated and could negatively affect our business.

Inaddition, the wide availability of open-source code used in our current and future products could expose us to security vulnerabilities.From time to time, we may face claims from third parties asserting ownership of, or demanding release of, the open-source software orderivative works that we developed using such software (which could include our proprietary source code), or otherwise seekingto enforce the terms of the applicable open-source license. These claims could result in litigation that could be costly to defend, havea negative effect on our operating results and financial condition or require us to devote additional research and development resourcesto change our existing or future proprietary source code. Responding to any infringement or noncompliance claim by an

open-source vendor,regardless of its validity, discovering certain open-source software code in our products, or a finding that we have breached the termsof an open-source software license, could harm our business, results of operations and financial condition. In each case, we would berequired to either seek licenses to software or services from other parties and redesign our products to function with such other parties’software or services or develop these components internally, which would result in increased costs and could result in delays to productlaunches. Furthermore, we might be forced to limit the features available in our current or future solutions. If these delays and featurelimitations occur, our business, results of operations and financial condition could be adversely affected.

Risks Related to Government Regulation

We conduct business in a heavily regulated industry, and if wefail to comply with these laws and government regulations, we could incur penalties or be required to make significant changes to ouroperations or experience adverse publicity, which could have a material adverse effect on our business, financial condition, and resultsof operations.

The healthcare industry is heavily regulated and closelyscrutinized by federal, state and local governments. Comprehensive statutes and regulations govern the manner in which we provide andbill for services and collect reimbursement from governmental programs and private payors, our contractual relationships with our providers,vendors and customers, our marketing activities and other aspects of our operations. Of particular importance are:

Because of the breadth of these laws and the narrownessof the statutory exceptions and safe harbors available, it is possible that some of our business activities could be subject to challengeunder one or more of such laws. Achieving and sustaining compliance with these laws may prove costly. Failure to comply with these lawsand other laws can result in civil and criminal penalties such as fines, damages, overpayment recoupment loss of enrollment status andexclusion from the Medicare and Medicaid programs. The risk of us being found in violation of these laws and regulations is increasedby the fact that many of them have not been fully interpreted by the regulatory authorities or the courts, and their provisions are sometimesopen to a variety of interpretations. Our failure to accurately anticipate the application of these laws and regulations to our businessor any other failure to comply with regulatory requirements could create liability for us and negatively affect our business. Any actionagainst us for violation of these laws or regulations, even if we successfully defend against it, could cause us to incur significantlegal expenses, divert management’s attention from the operation of our business and result in adverse publicity.

To enforce compliance with the federal laws, the U.S.Department of Justice and the Office of the Inspector General (OIG) have recently increased their scrutiny of healthcare providers, whichhas led to a number of investigations, prosecutions, convictions and settlements in the healthcare industry. Dealing with investigationscan be time- and resource-consuming and can divert management’s attention from the business. Any such investigation or settlementcould increase our costs or otherwise have an adverse effect on our business. In addition, because of the potential for large monetaryexposure under the federal False Claims Act, which provides for treble damages and mandatory minimum penalties of $5,500 to $11,000 perfalse claim or statement, healthcare providers often resolve allegations without admissions of liability for significant and materialamounts to avoid the uncertainty of treble damages that may be awarded in litigation proceedings. Such settlements often contain additionalcompliance and reporting requirements as part of a consent decree, settlement agreement or corporate integrity agreement. Given the

significantsize of actual and potential settlements, it is expected that the government will continue to devote substantial resources to investigatinghealthcare providers’ compliance with the healthcare reimbursement rules and fraud and abuse laws.

Thelaws, regulations and standards governing the provision of healthcare services may change significantly in the future. We cannot assureinvestors that any new or changed healthcare laws, regulations or standards will not materially adversely affect our business. We cannotassure investors that a review of our business by judicial, law enforcement, regulatory or accreditation authorities will not result ina determination that could adversely affect our operations.

If the U. S. Food and Drug Administration (the “FDA”)were to begin actively regulating our tests, we could incur substantial costs and delays associated with trying to obtain premarket clearanceor approval and incur costs associated with complying with post-market controls.

We believe the test that we currently offersis a laboratory-developed test, or “LDT.” The FDA generally considersan LDT to be a test that is developed, validated and performed within a single laboratory. The FDA sometimes determines that a test thatis being offered by a laboratory as an LDT is not an LDT under the FDA’s interpretation of that term but is an in vitro diagnostic(“IVD”) medical device in commercial distribution, and therefore must complywith the regulations that apply to IVDs, including the need for successfully completing the FDA review process. If the FDA were to concludethat our test is not an LDT, we would be subject to extensive regulation as a medical device.

Moreover, even for tests that are deemed to be LDTs,the FDA has historically taken the position that it has the authority to regulate such tests as IVDs under the Federal Food, Drug, andCosmetic Act, or FDC Act, although it has generally exercised enforcement discretion with regard to LDTs. This means that even thoughthe FDA believes it can impose regulatory requirements on LDTs, such as requirements to obtain premarket approval, de novo authorizationor clearance of LDTs, it has generally chosen not to enforce those requirements. The regulatory environment for LDTs has changed overtime. For example, in 2020, the Department of Health and Human Services, or HHS, directed the FDA to stop regulating LDTs, but in 2021,HHS reversed its policy. Thereafter, the FDA resumed requiring submission of emergency use authorization, or EUA, requests, for COVID-19LDTs, but has not indicated an intent to change its policy of enforcement discretion with respect to other, non-COVID, LDTs. Various billshave been introduced in Congress seeking to substantially revamp the regulation of both LDTs and IVDs. For example, the VALID Act, introducedin June 2021, would clarify and enhance the FDA’s authority to regulate LDTs, while the VITAL Act, introduced in May 2021, wouldassign oversight of LDTs exclusively to the Centers for Medicare and Medicaid Services, or CMS.

Neither the VALID Act nor the VITAL Act has been enactedinto law as of the date of this prospectus. Although the VALID Act was favorably voted upon in June 2022 by the Senate Health, Education,Labor and Pensions Committee as part of the FDA Safety and Landmark Advancements bill, it was not included in the version of that legislationthat was enacted by Congress and signed into law. Congress may, through the enactment of other legislation during the current sessionof Congress or the subsequent Congress, enact VALID or establish new regulatory requirements for LDTs through other legislation.

In the meantime, the regulation by the FDA ofLDTs remains uncertain. The FDA may, if Congress does not enact new legislation, seek to establish new requirements for LDTs. If the FDApremarket clearance, approval or authorization is required by FDA for any of our existing or future tests, or for any components or materialswe use in our tests, such as the component used to collect samples from patients, we may be forced to stop selling our tests or we maybe required to modify claims for or make other changes to our tests while we work to obtain FDA clearance, approval or de novo authorization.Our business would be adversely affected while such review is ongoing and if we are ultimately unable to obtain premarket clearance, approvalor de novo authorization. For example, the regulatory premarket clearance, approval or de novo authorization process may involve, amongother things, successfully completing analytical, pre-clinical and/or clinical studies beyond the studies we have already performed orplans to perform for our LDT. These studies may be extensive and costly and may take a substantial period of time to complete. Any suchstudies may fail to generate data that meets the FDA’s requirements. Thestudies may also not be conducted in a manner that meets the FDA’s requirements, and therefore could not be used in support of themarketing application. We would also need to submit a premarket notification, or 510(k), a request for de novo

authorization, or a PMAapplication to the FDA and to include information (e.g., clinical and other data) supporting our LDT. Completing such studies requiresthe expenditure of time, attention and financial and other resources, and may not yield the desired results, which may delay, limit orprevent regulatory clearances, approvals or de novo authorizations. There can be no assurance that the submission of such an applicationwill result in a timely response by the FDA or a favorable outcome that will allow the test to be marketed.

Certain types of standalone diagnostics softwareare subject to FDA regulation as a medical device (specifically, software as a medical device or “SaMD”). Some typesof SaMD are subject to premarket authorization requirements. If the FDA were to conclude that Cardio or our licensee is required to obtainpremarket authorization for the software used in Epi+Gen CHD™, our ability to offer the test as an LDT could be delayed or prevented,which would adversely affect our business.

In addition, we may require cooperation in our filingsfor FDA clearance, approval or de novo authorization from third-party manufacturers of the components of our tests.

Wecannot assure investors that any of our tests for which we decide to pursue or are required to obtain premarket clearance, approval orde novo authorization by the FDA will be cleared, approved or authorized on a timely basis, if at all. In addition, if a test has beencleared, approved or authorized, certain kinds of changes that we may make, e.g., to improve the test, or because of issues withsuppliers of the components of the test or modification by a supplier to a component upon which our test approval relies, may result inthe need for the test to obtain new clearance, approval or authorization from the FDA before we can implement them, which couldincrease the time and expense involved in implementing such changes commercially. Ongoing compliance with FDA regulations, such as theQuality System Regulation, labeling requirements, Medical Device Reports, and recall reporting, would increase the cost of conductingour business and subject us to heightened regulation by the FDA. We will be subject to periodic inspection by the FDA to ascertain whetherour facility does comply with applicable requirements. The penalties for failure to comply with these and other requirements may includeWarning Letters, product seizure, injunctions, civil penalties, criminal penalties, mandatory customer notification, and recalls, anyof which may adversely impact our business and results of operations.

Furthermore, the FDA or the Federal Trade Commission(“FTC”), as well as state consumer protection agencies and competitors, may object to the materials and methods we use topromote the use of our current tests or other LDTs we may develop in the future,including with respect to the product claims in our promotional materials, and may initiate enforcement actions against us. Enforcementactions by these agencies may include, among others, injunctions, civil penalties, and equitable monetary relief.

If our products do not receive adequate coverage and reimbursementfrom third-party payors, our ability to expand access to our tests beyond the initial sales channels will be limited and our overall commercialsuccess will be limited.

We currently do not have broad-based coverageand reimbursement for the Epi+Gen CHD™ test. However, our strategy is to expand access to our tests by pursuing coverage and reimbursementby third-party payors, including government payors. Coverage and reimbursement by third-party payors, including managed care organizations,private health insurers, and government healthcare programs, such as Medicare and Medicaid in the United States and similar programs inother countries, for the types of early detection tests we perform can be limited and uncertain.Healthcare providers may not order our products unless third-party payors cover and provide adequate reimbursement for a substantial portionof the price of the products. If we are not able to obtain adequate coverage and an acceptable level of reimbursement for our productsfrom third-party payors, there could be a greater co-insurance or co-payment obligation for any individual for whom a test is ordered.The individual may be forced to pay the entire cost of a test out-of-pocket, which could dissuade physicians from ordering our productsand, if ordered, could result in delay in or decreased likelihood of collection of payment.

Medicare is the single largest U.S. payor anda particularly important payor for many cardiac-related laboratory services, given the demographics of the Medicare population. Generally,traditional Medicare fee-for-service will not cover screening tests that are performed in the absence of signs, symptoms, complaints,personal history of disease, or injury except when there is a statutory provision that explicitly covers the test. Epi+Gen CHD™could be considered a screening test under Medicare and, accordingly, may not be eligible for traditional

Medicare fee-for-service coverageand reimbursement unless we pursue substantial additional measures, which would require significant investments, and may ultimately beunsuccessful or may take several years to achieve.

If eligible for reimbursement, laboratory testssuch as ours generally are classified for reimbursement purposes under CMS’s Healthcare Common Procedure Coding System (HCPCS) andthe American Medical Association’s (AMA) Current Procedural Terminology (CPT) coding systems. we and payors must use those codingsystems to bill and pay for our diagnostic tests, respectively. These HCPCS andCPT codes are associated with the particular product or service that is provided to the individual. Accordingly, without a HCPCS or CPTcode applicable to our products, the submission of claims could be a significant challenge. Once CMS creates an HCPCS code or the AMAestablishes a CPT code, CMS establishes payment rates and coverage rules under traditional Medicare, and private payors establish ratesand coverage rules independently. Under Medicare, payment for laboratory tests is generally made under the Clinical Laboratory Fee Schedule(CLFS) with payment amounts assigned to specific HCPCS and CPT codes. In addition, effective January 1, 2018, a new Medicare payment methodologywent into effect for clinical laboratory tests, under which laboratory-reported private payor rates are used to establish Medicare paymentrates for tests reimbursed via the CLFS. The new methodology implements Section 216 of the Protecting Access to Medicare Act of 2014 (PAMA)and requires laboratories that meet certain requirements related to volume and type of Medicare revenues to report to CMS their privatepayor payment rates for each test they perform, the volume of tests paid at each rate, and the HCPCS code associated with the test. CMSuses the reported information to set the Medicare payment rate for each test at the weighted median private payor rate. The full impactof the PAMA rate-setting methodology and its applicability to our products remains uncertain at this time.

Coverage and reimbursement by a third-partypayor may depend on a number of factors, including a payor’s determination that a product is appropriate, medically necessary, andcost-effective. Each payor will make its own decision as to whether to establish a policyor enter into a contract to cover our products and the amount it will reimburse for such products. Obtaining approvals from third-partypayors to cover our products and establishing adequate coding recognition and reimbursement levels is an unpredictable, challenging, time-consuming,and costly process, and we may never be successful. If third-party payors do not provide adequate coverage and reimbursement for our products,our ability to succeed commercially will be limited.

Evenif we establish relationships with payors to provide its products at negotiated rates, such agreements would not obligate any healthcareproviders to order our products or guarantee that we would receive reimbursement for our products from these or any other payors at adequatelevels. Thus, these payor relationships, or any similar relationships, may not result in acceptable levels of coverage and reimbursementfor our products or meaningful increases in the number of billable tests we sell to healthcare providers. We believe it may take at leastseveral years to achieve coverage and adequate reimbursement with a majority of third-party payors, including with those payors offeringnegotiated rates. In addition, we cannot predict whether, under what circumstances, or at what payment levels payors will cover and reimbursefor our products. We do not expect Epi+Gen CHD™ to have Medicare or other third-party coverage or reimbursement in the near term.However, if we fail to establish and maintain broad-based coverage and reimbursement for our products, our ability to expand access toour products, generate increased revenue, and grow our test volume and customer base will be limited, and our overall commercial successwill be limited.

Our products may fail to achieve the degree of market acceptancenecessary for commercial success.

The failure of our products, once introduced,to be listed in physician guidelines or of our studies to produce favorable results or to be published in peer-reviewed journals couldlimit the adoption of our products. In addition, healthcare providers and third-party payors, including Medicare, may rely on physicianguidelines issued by industry groups, medical societies, and other key organizations, before utilizing or reimbursing the cost of anydiagnostic or screening test. Although we have published a study showing thetest is associated with cost saving, Epi+Gen CHD™ is not yet, and may never be, listed in any such guidelines.

Further, if our products or the technology underlyingthem do not receive sufficient favorable exposure in peer-reviewed publications, the rate of physician and market acceptance of our productsand positive reimbursement coverage decisions for our products could be negatively affected. The publication of clinical data in peer-reviewedjournals is an important step in commercializing and obtaining reimbursementfor products, such as Epi+Gen CHD™, and our inability to control when, if ever, results are published may delay or limit our abilityto derive sufficient revenues from any product that is developed using data from a clinical study.

Failure to achieve broad market acceptance ofour products, including Epi+Gen CHD™, would materially harm our business,financial condition, and results of operations.

Risks Related to Customer Privacy, Cybersecurity and Data

Our use and disclosure of personally identifiable information,including health information, is subject to federal and state privacy and security regulations, and our failure to comply with those regulationsor to adequately secure the information we hold could result in significant liability or reputational harm and, in turn, a material adverseeffect on our customer base and revenue.

Numerous state and federal laws and regulations governthe collection, dissemination, use, privacy, confidentiality, security, availability and integrity of Personally Identifiable Information(“PII”), including protected health information. These laws and regulations include the Health Insurance Portability and AccountabilityAct of 1996 (“HIPAA”). HIPAA establishes a set of basic national privacy and security standards for the protection of protectedhealth information, (“PHI”), by health plans, healthcare clearinghouses and certain healthcare providers, referred to as coveredentities, and the business associates with whom such covered entities contract for services, which includes Cardio.

HIPAA requires healthcare providers like Cardio todevelop and maintain policies and procedures with respect to PHI that is used or disclosed, including the adoption of administrative,physical and technical safeguards to protect such information. HIPAA also implemented the use of standard transaction code sets and standardidentifiers that covered entities must use when submitting or receiving certain electronic healthcare transactions, including activitiesassociated with the billing and collection of healthcare claims.

HIPAA imposes mandatory penalties for certain violations.Penalties for violations of HIPAA and its implementing regulations start at $100 per violation and are not to exceed $50,000 per violation,subject to a cap of $1.5million for violations of the same standard in a single calendar year. However, a single breach incidentcan result in violations of multiple standards. HIPAA also authorizes state attorneys general to file suit on behalf of their residents.Courts will be able to award damages, costs and attorneys’ fees related to violations of HIPAA in such cases. While HIPAA does notcreate a private right of action allowing individuals to sue us in civil court for violations of HIPAA, its standards have been used asthe basis for duty of care in state civil suits such as those for negligence or recklessness in the misuse or breach of PHI.

In addition, HIPAA mandates that the Secretary of Healthand Human Services, or HHS, conduct periodic compliance audits of HIPAA-covered entities or business associates for compliance with theHIPAA Privacy and Security Standards. It also tasks HHS with establishing a methodology whereby harmed individuals who were the victimsof breaches of unsecured PHI may receive a percentage of the Civil Monetary Penalty fine paid by the violator.

HIPAA further requires that patients be notified ofany unauthorized acquisition, access, use or disclosure of their unsecured PHI that compromises the privacy or security of such information,with certain exceptions related to unintentional or inadvertent use or disclosure by employees or authorized individuals. HIPAA specifiesthat such notifications must be made “without unreasonable delay and in no case later than 60 calendar days after discovery of thebreach.” If a breach affects 500 patients or more, it must be reported to HHS without unreasonable delay, and HHS will post thename of the breaching entity on its public web site. Breaches affecting 500 patients or more in the same state or jurisdiction must alsobe reported to the local media. If a breach involves fewer than 500 people, the covered entity must record it in a log and notify HHSat least annually.

Numerous other federal and state laws protect the confidentiality,privacy, availability, integrity and security of personally identifiable information, or PII, including PHI. These laws in many casesare more restrictive than, and may not be preempted by, the HIPAA rules and may be subject to varying interpretations by courts and governmentagencies, creating complex compliance issues for us, and our customers and potentially exposing us to additional expense, adverse publicityand liability.

Newhealth information standards, whether implemented pursuant to HIPAA, congressional action or otherwise, could have a significant effecton the manner in which we must handle healthcare related data, and the cost of complying with standards could be significant. Ifwe do not comply with existing or new laws and regulations related to PHI, it could be subject to criminal or civil sanctions.

Because of the extreme sensitivity of the PIIthat we store and transmit, the security features of our technology platform are very important. If our security measures, some of whichare managed by third parties, are breached or fail, unauthorized persons may be able to obtain access to sensitive client and patientdata, including HIPAA-regulated PHI. As a result, our reputation could be severely damaged, adversely affecting client and patient confidence.Members may curtail their use of or stop using our services or our customer base could decrease, which would cause our business to suffer.In addition, we could face litigation, damages for contract breach, penalties and regulatory actions for violation of HIPAA and otherapplicable laws or regulations and significant costs for remediation, notification to individuals and for measures to prevent future occurrences.Any potential security breach could also result in increased costs associated with liability for stolen assets or information, repairingsystem damage that may have been caused by such breaches, incentives offered to customersor other business partners in an effort to maintain our business relationships after a breach and implementing measures to prevent futureoccurrences, including organizational changes, deploying additional personnel and protection technologies, training employees and engagingthird-party experts and consultants. While we maintain insurance covering certain security and privacy damages and claims expenses inthe amount of at least $2.0million, we may not carry insurance or maintain coverage sufficient to compensate for all liability andin any event, insurance coverage would not address the reputational damage that could result from a security incident.

Weoutsource important aspects of the storage and transmission of customer and customer personnel information, and thus rely on thirdparties to manage functions that have material cyber-security risks. We attempt to address these risks by requiring outsourcing subcontractorswho handle customer and customer personnel information to sign business associate agreements contractually requiring those subcontractorsto adequately safeguard personal health data to the same extent that applies to us and in some cases by requiring such outsourcing subcontractorsto undergo third-party security examinations. In addition, we periodically hire third-party security experts to assess and test our securityposture. However, we cannot assure investors that these contractual measures and other safeguards will adequately protect us from therisks associated with the storage and transmission of client and patient’s proprietary and protected health information.

In addition, U.S. states are adopting new lawsor amending existing laws and regulations, requiring attention to frequently changing regulatory requirements applicable to data relatedto individuals. For example, California has enacted the California Consumer Privacy Act (“CCPA”). The CCPA gives Californiaresidents expanded rights to access and delete their personal information, opt out of certain personal information sharing and receivedetailed information about how their personal information is used by requiring covered companies to provide new disclosures to Californiaconsumers (as that term is broadly defined and which can include any of our current or future employees who may be California residentsor any other California residents whose data we collect or process) and provide such residents new ways to opt out of certain sales ofpersonal information. The CCPA provides for civil penalties for violations, as well as a private right of action for data breaches thatis expected to increase data breach litigation. As we expand our operations and customer base, the CCPA may increase our compliance costsand potential liability. Additionally, a new privacy law, the California Privacy Rights Act (“CPRA”), was approved by Californiavoters in the election in November 2020. The CPRA created obligations relating to consumer data beginning on January1, 2022, withimplementing regulations originally required to be adopted by July1, 2022, but which remain in proposed format as of December 6,2022. Enforcement is to begin July1, 2023, unless that deadline is extended due to the delay in the adoption of the final regulations.The CPRA modifies the CCPA significantly, potentially resulting in further uncertainty and requiring us to incur additional costs andexpenses in an effort to comply. Additionally, other U.S. states continue to propose, and in certain cases adopt, privacy-focused legislationsuch as Colorado, Virginia, Utah and Connecticut. Aspects of these state laws remain unclear, resulting in further uncertainty and potentiallyrequiring us to modify our data practices and policies and to incur substantial additional costs and expenses in an effort to comply.

Privacy and data security laws and regulations could requirewe to make changes to our business, impose additional costs on us and reduce the demand for our tests and services.

Our business model contemplates that we willstore, process and transmit both public data and our customers’ and customer personnel’s private data. Our customers may storeand/or transmit a significant amount of personal or identifying information through our platform. Privacy and data security have becomesignificant issues in the United States and in other jurisdictions where we mayoffer our software solutions. The regulatory framework relating to privacy and data security issues worldwide is evolving rapidly andis likely to remain uncertain for the foreseeable future. Federal, state and foreign government bodies and agencies have in the past adopted,or may in the future adopt, laws and regulations regarding the collection, use, processing, storage and disclosure of personal or identifyinginformation obtained from customers and other individuals. In addition to government regulation, privacy advocates and industry groupsmay propose various self-regulatory standards that may legally or contractually apply to our business. Because the interpretation andapplication of many privacy and data security laws, regulations and applicable industry standards are uncertain, it is possible that theselaws, regulations and standards may be interpreted and applied in a manner inconsistent with our existing privacy and data managementpractices. As we expand into new jurisdictions or verticals, we will need to understand and comply with various new requirements applicablein those jurisdictions or verticals.

To the extent applicable to our business orthe businesses of our customers, these laws, regulations and industry standards could have negative effects on our business, includingby increasing our costs and operating expenses, and delaying or impeding our deployment of new core functionality and products. Compliancewith these laws, regulations and industry standards requires significant management time and attention, and failure to comply could resultin negative publicity, subject us to fines or penalties or result in demands that we modify or cease existingbusiness practices. In addition, the costs of compliance with, and other burdens imposed by, such laws, regulations and industry standardsmay adversely affect our customers’ ability or desire to collect, use, process and store personal information using our softwaresolutions, which could reduce overall demand for them. Even the perception of privacy and data security concerns, whether or not valid,may inhibit market acceptance of our software solutions in certain verticals. Furthermore, privacy and data security concerns may causeour customers’ customers, vendors, employees and other industry participants to resist providing the personal information necessaryto allow our customers to use our applications effectively. Any of these outcomes could adversely affect our business and operating results.

General Risks Affecting Our Company

A pandemic, epidemic or outbreak of an infectious disease inthe UnitedStates or worldwide, including the outbreak of the novel strain of coronavirus disease, COVID-19, could adversely affectour business.

If a pandemic, epidemic or outbreak of an infectiousdisease occurs in the UnitedStates or worldwide, our business may be adversely affected. The severity, magnitude and duration ofthe current COVID-19 pandemic is uncertain and rapidly changing. As of the date of this prospectus, the extent to which the COVID-19 pandemicmay impact our business, results of operations and financial condition remains uncertain.

Numerous state and local jurisdictions, have imposed,and others in the future may impose, “shelter-in-place” orders, quarantines, executive orders and similar government ordersand restrictions for their residents to control the spread of COVID-19. Such orders or restrictions have resulted in largely remote operationsat our place of business, work stoppages among some vendors and suppliers, slowdowns and delays, travel restrictions and cancellationof events, among other effects, thereby significantly and negatively impacting its operations. Other disruptions or potential disruptionsinclude restrictions on the ability of our personnel to travel; inability of its suppliers to manufacture goods and to deliver these tous on a timely basis, or at all; inventory shortages or obsolescence; delays in actions of regulatory bodies; diversion of or limitationson employee resources that would otherwise be focused on the operations of its business, including because of sickness of employees ortheir families or the desire of employees to avoid contact with groups of people; business adjustments or disruptions of certain thirdparties; and additional government requirements or other incremental mitigation efforts. The extent to which the COVID-19 pandemic impactsour business will depend on future developments, which are highly uncertain and cannot be predicted, including new information which mayemerge concerning the severity and spread of COVID-19 and the actions to contain COVID-19 or treat its impact, among others.

It is not currently possible to reliably project thedirect impact of COVID-19 on our operating revenues and expenses. Key factors include the duration and extent of the outbreak in our serviceareas as well as societal and governmental responses. If the COVID-19 pandemic worsens, especially in regions where we have offices oroperations, our business activities originating from affected areas could be adversely affected. Disruptive activities could include businessclosures in impacted areas, further restrictions on our employees’ and service providers’ ability to travel, impacts to productivityif our employees or their family members experience health issues, and potential delays in hiring and onboarding of new employees. Wemay take further actions that alter our business operations as may be required by local, state, or federal authorities or that we determineare in the best interests of our employees. Such measures could negatively affect our sales and marketing efforts, sales cycles, employeeproductivity, or customer retention, any of which could harm our financial condition and business operations.

The extent and continued impact of the COVID-19 pandemicon our business will depend on certain developments, including: the duration and spread of the outbreak; government responses to the pandemic;the impact on our customers and its sales cycles; the impact on customer, industry, or employee events; and the effect on our partnersand supply chains, all of which are uncertain and cannot be predicted. Because of our business model, the full impact of the COVID-19pandemic may not be fully reflected in our results of operations and overall financial condition until future periods. To the extent theCOVID-19 pandemic adversely affects our business and financial results, it may also have the effect of heightening many of the other risksdescribed in this “Risk Factors” section, including but not limited to those relating to cyber-attacks and security vulnerabilities,interruptions or delays due to third-parties, or our ability to raise additional capital or generate sufficient cash flows necessary toexpand our operations.

Changes in accounting standards and subjective assumptions, estimatesand judgments by management related to complex accounting matters could significantly affect our financial results or financial condition.

Generally accepted accounting principles andrelated accounting pronouncements, implementation guidelines and interpretations with regard to a wide range of matters that are relevantto our business, including but not limited to revenue recognition, allowancefor doubtful accounts, content asset amortization policy, valuation of our Common Stock, stock-based compensation expense and income taxes,are highly complex and involve many subjective assumptions, estimates and judgments. Changes in these rules or their interpretation orchanges in underlying assumptions, estimates or judgments could significantly change or increase volatility of our reported or expectedfinancial performance or financial condition. Refer to Note 2, “Summary of Significant Accounting Policies” to the AuditedFinancial Statements included elsewhere in this prospectus for a description of recent accounting pronouncements.

Risks Related to Our Securities

We are an “emerging growth company” and “smallerreporting company” within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirementsavailable to emerging growth companies, it could make our securities less attractive to investors and may make it more difficult to compareour performance to the performance of other public companies.

We are an “emerging growth company”as defined in Section2(a)(19)of theSecurities Act, as modified by theJOBS Act. As such, we are eligible for andintend to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerginggrowth companies for as long as we continue to be an emerging growth company, including, but not limited to, (a)not being requiredto comply with the auditor attestation requirements of Section404 of the Sarbanes-OxleyAct, (b)reduced disclosure obligationsregarding executive compensation in our periodic reports and proxy statements and (c)exemptions from the requirements of holdinga nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.As a result, our stockholders may not have access to certain information they may deem important. We will remain an emerging growth companyuntil the earliest of (i)the lastday of the fiscal year in which the market value of shares of Common Stock that are heldby non-affiliatesexceeds $700million as of June30 of that fiscal year, (ii)the lastday of the fiscal yearin which we have total annual gross revenue of $1.07billion or more during such fiscal year (as indexed for inflation), (iii)thedate on which we have issued more than $1billion in non-convertibledebt in the prior three-yearperiod or (iv)December31,2026, which is the lastday of the fiscal year following the fifth anniversary of the date of the first

sale of Common Stock in Mana’sinitial public offering. We cannot predict whether investors will find our securities less attractive because it will rely on these exemptions.If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securitiesmay be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of oursecurities may be more volatile.

Further, Section102(b)(1)of theJOBSActexempts emerging growth companies from being required to comply with new or revised financial accounting standards until privatecompanies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securitiesregistered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act providesthat a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growthcompanies but any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period, which meansthat when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growthcompany, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparisonof our financial statements with another public company that is neither an emerging growth company nor an emerging growth company thathas opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standardsused.

Additionally,we will be a “smaller reporting company” as defined in Item10(f)(1)of Regulation S-K.Smaller reporting companiesmay take advantage of certain reduced disclosure obligations, including, among other things, providing only twoyears of auditedfinancial statements. We expect that we will remain a smaller reporting company until the lastday of any fiscal year for so longas either (a)the market value of our Common Stock held by non-affiliatesdoes not equal or exceed $250million as of theprior June30^th, or (b)our annual revenuesdid not equal or exceed $100million during such completed fiscal year and the market value of our Common Stock held by non-affiliatesdidnot equal or exceed $700million as of the prior June30^th.To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with otherpublic companies difficult or impossible.

Our stock price may be volatile and may decline regardless ofour operating performance.

The market price of our Common Stock may fluctuatesignificantly in response to numerous factors and may continue to fluctuate for these and other reasons, many of which are beyond ourcontrol, including:

The stock market has recently experienced extremeprice and volume fluctuations. The market prices of securities of companies have experienced fluctuations that often have been unrelatedor disproportionate to their operating results. In the past, stockholders have sometimes instituted securities class action litigationagainst companies following periods of volatility in the market price of their securities. Any similar litigation against us could resultin substantial costs, divert management’s attention and resources, and harm its business, financial condition, and results of operations.

An active trading market for our Common Stock may not be sustained.

We have listed our Common Stock and Warrantson Nasdaq under the symbols “CDIO” and “CDIOW,” respectively. We cannot assure you that an active trading marketfor its Common Stock will be created or sustained. Accordingly, we cannot assure you of the liquidity of any trading market, your abilityto sell your shares of our Common Stock when desired or the prices that you may obtain for your shares.

The sale of all of the securities registered for resale hereunderand future sales of substantial amounts of our securities in the public market (including the shares of Common Stock issuable upon exerciseof our Warrants), or the perception that such sales may occur, could cause our stock price to decline.

The shares of Common Stock offered forresale by the Selling Securityholders in this prospectus represents approximately 46.6% percent of our Common Stock outstanding asof January 12, 2023 (assuming no exercise of any of our Warrants or Options). The sale of all of these securities in thepublic market, or the perception that holders of a large number of securities intend to sell their securities, could reduce themarket price of our Common Stock and Public Warrants.

Of the shares registered for resale hereunder,6,184,991 shares of Common Stock are subject to certain restrictions on transfer until the termination of applicable lock-up periods,which lockup agreements were entered into in connection with the Business Combination and the Mana IPO. However, once such resale restrictionsend and such shares are vested, the market price of our Common Stock could decline if the holders of currently restricted shares sellthem or are perceived by the market as intending to sell them.

Furthermore, as previously disclosed, the Sponsorpaid the nominal price of $0.0154 per share for the Founder Shares. The Founder Shares represent approximately 17% of the total outstandingshares of our Common Stock. Given the differential in the purchase price that the Sponsor paid for the Founder Shares as compared to thelast reported sales price of the Common Stock on January 12, 2023, which was $1.36 per share, the holders of the Founder Shares may earna positive rate of return on their investment even if other holders of Common Stock experience a negative rate of return. The Legacy Cardiosecurityholders hold shares of Common Stock valued at $10.00 per share in connection with the Business Combination. The Sponsor or itstransferees and the Legacy Cardio securityholders may earn a positive rate of return on their investment even if other holders of CommonStock experience a negative rate of return. As a result, the holders of the Founder Shares and Legacy Cardio holders may be incentivizedto sell such securities when others are not.

If our existing stockholders sell or indicatean intention to sell substantial amounts of our Common Stock in the public market, the trading price of our Common Stock could decline.In addition, shares underlying any outstanding options will become eligible for sale if exercised, and to the extent permitted by theprovisions of various vesting agreements and Rule144 of theSecurities Act. All the shares of Common Stock subject to stock

options outstanding and reserved for issuance under our equity incentive plan are expected to be registered on FormS-8undertheSecurities Act, when such form becomes available,and such shares are eligible for sale in the public market. If these additionalshares are sold, or if it is perceived that they will be sold in the public market, the trading price of our Common Stock could decline.

If securities or industry analysts either do not publish researchabout us or publish inaccurate or unfavorable research about us, our business, or our market, or if they change their recommendationsregarding our Common Stock adversely, the trading price or trading volume of our Common Stock could decline.

The trading market for our Common Stock is influencedin part by the research and reports that securities or industry analysts may publish about us, our business, our market, or our competitors.If one or more of the analysts initiate research with an unfavorable rating or downgrade our Common Stock, provide a more favorable recommendationabout our competitors, or publish inaccurate or unfavorable research about our business, the trading price of our Common Stock would likelydecline. In addition, we currently expect that securities research analysts will establish and publish their own periodic projectionsfor our business. These projections may vary widely and may not accurately predict the results we actually achieve. Our stock price maydecline if our actual results do not match the projections of these securities research analysts. Furthermore, if no analysts commencecoverage of our Company, the trading price and volume for our Common Stock could be adversely affected. If any analyst who may cover uswere to cease coverage of the Company or fail to regularly publish reports on us, we could lose visibility in the financial markets, whichin turn could cause the trading price or trading volume of our Common Stock to decline.

Delaware law and provisions in our Charter and Bylaws could makea merger, tender offer, or proxy contest difficult, thereby depressing the trading price of its Common Stock.

Our Charter and Bylaws contain provisions thatcould depress the trading price of our Common Stock by acting to discourage, delay, or prevent a change of control of the Company or changesin our management that our stockholders may deem advantageous. These provisions include the following:

Any provision of the Charter or Bylaws thathas the effect of delaying or deterring a change in control could limit the opportunity for our stockholders to receive a premium fortheir shares of our Common Stock, and could also affect the price that some investors are willing to pay for our Common Stock.

Our Bylaws provide that the Court of Chancery of the State ofDelaware will be the exclusive forum for substantially all disputes between the Company and our stockholders, which could limit our stockholders’ability to obtain a favorable judicial forum for disputes with the Company or our directors, officers or employees.

The Bylaws provide that the Court of Chanceryof the State of Delaware is the exclusive forum for any derivative action or proceeding brought on our behalf, any action asserting abreach of fiduciary duty, any action asserting a claim against us arising pursuant to the DGCL, the Charter or Bylaws or any action assertinga claim against us that is governed by the internal affairs doctrine. These choice of forum provisions may limit a stockholder’sability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employeesand may discourage these types of lawsuits. This provision would not apply to claims brought to enforce a duty or liability created bythe ExchangeAct or any other claim for which the federal courts have exclusive jurisdiction. The Bylaws provide further that, tothe fullest extent permitted by law, the federal district courts of the UnitedStates will be the exclusive forum for resolving anycomplaint asserting a cause of action arising under theSecurities Act. However, Section22 of theSecurities Actprovidesthat federal and state courts have concurrent jurisdiction over lawsuits brought under theSecurities Actor the rules and regulationsthereunder. To the extent the exclusive forum provision restricts the courts in which claims arising under theSecurities Actmaybe brought, there is uncertainty as to whether a court would enforce such a provision. We note that investors cannot waive compliancewith the federal securities laws and the rules and regulations thereunder. Furthermore, the enforceability of similar choice of forumprovisions in other companies’ certificates of incorporation has been challenged in legal proceedings, and it is possible that acourt could find these types of provisions to be inapplicable or unenforceable. While the Delaware courts have determined that such choiceof forum provisions are facially valid, a stockholder may nevertheless seek to bring a claim in a venue other than those designated inthe exclusive forum provisions, and there can be no assurance that such provisions will be enforced by a court in those other jurisdictions.If a court were to find the exclusive-forumprovision contained in the Bylaws to be inapplicable or unenforceable in an action, wemay incur additional costs associated with resolving such action in other jurisdictions, which could harm our business.

We do not intend to pay dividends for the foreseeable future.

We currently intend to retain any future earningsto finance the operation and expansion of its business and we do not expect to declare or pay any dividends in the foreseeable future.Moreover, the terms of any revolving credit facility into which we or any of our subsidiaries enters may restrict our ability to pay dividends,and any additional debt we or any of our subsidiaries may incur in the future may include similar restrictions. As a result, stockholdersmust rely on sales of their Common Stock after price appreciation as the only way to realize any future gains on their investment.

We may issue additional shares of our Common Stock or other equitysecurities without your approval, which would dilute your ownership interests and may depress the market price of our Common Stock.

We have Warrants outstanding to purchase 7,954,627shares of our Common Stock. We will also have the ability to initially issue an aggregate of 3,216,516 shares of our Common Stock underthe Cardio Incentive Plan, of which 1,759,600 options have been granted and are currently exercisable.

We may issue additional shares of our CommonStock or other equity securities of equal or senior rank in the future in connection with, among other things, future acquisitions orrepayment of outstanding indebtedness, without stockholder approval, in a number of circumstances.

Our issuance of additional shares of CommonStock or other equity securities of equal or senior rank would have the following effects:

We may redeem the Public Warrants and the Sponsor Warrants priorto their exercise at a time that is disadvantageous to you, thereby making your Public Warrants or Sponsor Warrants worthless.

We have the ability to redeem outstanding PublicWarrants and Sponsor Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant,provided that the last reported sales price of our Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stockdividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-dayperiod ending on thethird trading day prior to the date on which we give proper notice of such redemption and provided certain other conditions are met. Tradingprices of our Common Stock have not historically exceeded the $18.00 per share redemption threshold. If and when the Public Warrants andSponsor Warrants become redeemable, we may not exercise our redemption right unless there is a current registration statement in effectwith respect to the shares of Common Stock underlying the Warrants. While we are registering the Common Stock issuable upon the exerciseof the Public Warrants and Sponsor Warrants in this prospectus, there can be no assurance that the registration statement of which thisprospectus forms a part will remain effective at the time that we intend to exercise our redemption rights.

In the event we have determined to redeem thePublic Warrants and the Sponsor Warrants, holders would be notified of such redemption as described in the Warrant Agreement. Specifically,we would be required to fix a date for the redemption (the “Redemption Date”). Notice of redemption would be mailed by firstclass mail, postage prepaid, by the Company not less than 30 days prior to the Redemption Date to the registered holders of the PublicWarrants and the Sponsor Warrants to be redeemed at their last addresses as they appear on the registration books. In addition, beneficialowners of the redeemable Public Warrants and the Sponsor Warrants will be notified of such redemption via the Company’s postingof the redemption notice to DTC. Redemption of the Public Warrants and the Sponsor Warrants could force you (i)to exercise yourPublic Warrants and the Sponsor Warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so,(ii)to sell your Public Warrants and the Sponsor Warrants at the then-currentmarket price when you might otherwise wish tohold your Public Warrants and the Sponsor Warrants or (iii)to accept the nominal redemption price which, at the time the outstandingPublic Warrants and the Sponsor Warrants are called for redemption, is likely to be substantially less than the market value of your PublicWarrants and the Sponsor Warrants. None of the Private Placement Warrants will be redeemable.

Warrants to purchase our Common Stock recently became exercisable,which could increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders.

As of the Closing of the Business Combination,there were 7,954,627 Warrants outstanding, all of which are currently exercisable. To the extent Warrants are exercised,additional shares of Common Stock could be issued, which will result in dilution to our then existing stockholders and increase the numberof shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market could depress themarket price of our Common Stock.

The Warrant Agreement designates the courts of the State of NewYork or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actionsand proceedings that may be initiated by holders of the Warrants, which could limit the ability of warrant holders to obtain a favorablejudicial forum for disputes with our Company.

The Warrant Agreement provides that, subjectto applicable law, (i)any action, proceeding or claim against us arising out of or relating in any way to the Warrant Agreement,including under the Securities Act, will be brought and enforced in the courts of the State of New York or the United States DistrictCourt for the Southern District of New York, and (ii)that we irrevocably submit to such jurisdiction, which jurisdiction shall bethe exclusive forum for any such action, proceeding or claim. We will waive any objection to such exclusive jurisdiction and that suchcourts represent an inconvenient forum. Notwithstanding the foregoing, these provisions of the Warrant Agreement will not apply to suitsbrought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the UnitedStates of America are the sole and exclusive forum.

Any person or entity purchasing or otherwiseacquiring any interest in Warrants shall be deemed to have notice of and to have consented to the forum provisions in the Warrant Agreement.If any action, the subject matter of which is within the scope the forum provisions of the Warrant Agreement, is filed in a court otherthan a court of the State of New York or the United States District Court for the Southern District of New York (a “foreign action”)in the name of any holder of Warrants, such holder shall be deemed to have consented to: (x)the personal jurisdiction of the stateand federal courts located in the State of New York in connection with any action brought in any such court to enforce the forum provisions(an “enforcement action”), and (y)having service of process made upon such warrantholder in any such enforcement actionby service upon such warrantholder’s counsel in the foreign action as agent for such warrantholder.

This choice-of-forumprovision may limita warrantholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us, which may discouragesuch lawsuits. Alternatively, if a court were to find this provision of the Warrant Agreement inapplicable or unenforceable with respectto one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such mattersin other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and resultin a diversion of the time and resources of our management and board of directors.

Our management will be required to devote substantial time tomaintaining and improving its internal controls over financial reporting and the requirements of being a public company which may, amongother things, strain our resources, divert management’s attention and affect our ability to accurately report our financial resultsand prevent fraud.

As a privately held company, Legacy Cardio wasnot required to comply with certain corporate governance and financial reporting practices and policies required of a publicly tradedcompany. As a publicly traded company, we will incur significant legal, accounting and other expenses that we were not required to incurin the recent past, particularly after we are no longer an “emerging growth company” as defined under the JOBS Act. Weare subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act and the rules of the Nasdaq Stock Market. The Sarbanes-OxleyAct requires, among other things, that a company maintain effective disclosure controls and procedures (“DCP”) and internalcontrols over financial reporting (“ICFR”). Our management and other personnel have limited experience operating as a publiccompany, which may result in operational inefficiencies or errors, or a failure to improve or maintain effective ICFR and DCP necessaryto ensure timely and accurate reporting of operational and financial results. Our existing management team will need to devote a substantialamount of time to these compliance initiatives and may need to add personnel in areas such as accounting, financial reporting, investorrelations and legal in connection with operations as a public company. Ensuring that we have adequate internal financial and accountingcontrols and procedures in place is a costly and time-consuming effort that needs to be re-evaluated frequently. Our compliance with existingand evolving regulatory requirements will result in increased administrative expenses and a diversion of management’s time and attention.

Pursuantto Sections302 and 404 of the Sarbanes-Oxley Act (“Section404”), we are required to furnish certain certificationsand reports by management on our ICFR, which, after we are no longer an emerging growth company and if we become an accelerated or largeaccelerated filer under SEC rules, must be accompanied by an attestation report on ICFR issued by our independent registered public accountingfirm. To achieve compliance with Section404 within the prescribed period,we will be required to document and evaluate our ICFR, which is both costly and challenging. Implementing any appropriate changes to ourinternal controls may require specific compliance training for our directors, officers and employees, entail substantial costs to modifyour existing accounting systems, and take a significant period of time to complete. Such changes may not, however, be effective in maintainingthe adequacy of our ICFR, and any failure to maintain that adequacy, or consequent inability to produce accurate financial statementson a timely basis, could increase our operating costs and could materially impair our ability to operate our business. Moreover, effectiveinternal controls are necessary for us to produce reliable and timely financial reports and are important to help prevent fraud. Any failureby us to file our periodic reports in a timely manner may cause investors to lose confidence in our reported financial information andmay lead to a decline in the price of our Common Stock.

In accordance with Nasdaq Stock Market rules, the majorityof the directors of a company that has securities quoted on Nasdaq must be directors that are “independent” under those rules.The various rules and regulations applicable to public companies make it more difficult and more expensive to maintain directors’and officers’ liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to maintaincoverage. If we are unable to maintain adequate directors’ and officers’ insurance, our ability to recruit and retain qualifiedofficers and directors will be significantly curtailed.

We will need to grow the size of our organization and may experiencedifficulties in managing this growth.

As our expansion plans and strategies develop, andas it transitions into operating as part of a public company, it expects it will need additional managerial, operational, sales, marketing,financial and other personnel. Future growth would impose significant added responsibilities on members of management, including:

•identifying,recruiting, compensating, integrating, maintaining and motivating additional employees;

•copingwith demands on Management related to the increased size of its business;

•assimilatingdifferent corporate cultures and business practices;

•convertingother entities’ books and records and conforming their practices to ours;

•integratingoperating, accounting and information technology systems of other entities with ours and in maintaining uniform procedures, policies andstandards, such as internal accounting controls; and

•improvingour operational, financial and management controls, reporting systems and procedures.

Our future financial performance and our ability toexpand our business will depend, in part, on our ability to effectively manage any future growth, and our management may also have todivert a disproportionate amount of its attention away from day-to-day activities in order to devote a substantial amount of time to managingthese growth activities.

If we are not able to effectively expand our organizationby hiring new employees and expanding our groups of consultants and contractors, we may not be able to successfully implement the tasksnecessary to further develop and commercialize our product candidates and, accordingly, may not achieve our research, development andcommercialization goals.

We are an “emerging growth company,” and we cannotbe certain that the reduced disclosure requirements applicable to “emerging growth companies” will not make our Common Stockless attractive to investors.

We are an “emerging growth company,” asdefined under the JOBS Act and will continue to be after the Business Combination is completed. For so long as we are an emerging growthcompany, we intend to take advantage of certain exemptions from reporting requirements that are applicable to other public companies thatare not emerging growth companies, including, but not limited to, compliance with the auditor attestation requirements of Section404of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our

periodic reports and proxy statements,and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any goldenparachute payments not previously approved.

We could be an emerging growth company for up to fiveyears from the end of our most recently completed fiscal year, although we may lose such status earlier, depending on the occurrence ofcertain events, including when we have generated total annual gross revenue of at least $1.07 billion or when we are deemed to be a “largeaccelerated filer” under the Exchange Act, which means that the market value of our Common Stock that is held by non-affiliatesexceeds $700 million as of December 31st of the prior year, or when we have issued more than $1.0 billion in nonconvertible debt securitiesduring the prior three-year period.

We cannot predict if investors will not find our CommonStock less attractive or our company less comparable to certain other public companies because we rely on these exemptions. If some investorsfind our Common Stock less attractive as a result, there may be a less active trading market for our Common Stock , and our stock pricemay be more volatile.

Under the JOBS Act, emerging growth companies can delayadopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards applyto private companies. We have irrevocably elected not to avail ourselves of this exemption from new or revised accounting standards and,therefore, will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

As a “smaller reporting company” we are permittedto provide less disclosure than larger public companies which may make our Common Stock less attractive to investors.

We are currently a “smaller reporting company,”as defined by Rule12b-2 of the Exchange Act and will continue to be one immediately after the Business Combination. As a smallerreporting company, we are eligible to take advantage of certain exemptions from various reporting requirements applicable to other publiccompanies. Consequently, it may be more challenging for investors to analyze our results of operations and financial prospects which mayresult in less investor confidence. Investors may find our Common Stock less attractive as a result of our smaller reporting company status.If some investors find our Common Stock less attractive, there may be a less active trading market for our Common Stock and our stockprice may be more volatile.

There can be no assurance thatwe will be able to comply with the continued listing standards of Nasdaq.

If Nasdaq delists our shares or Public Warrantsfrom trading on its exchange for failure to meet the listing standards, we and our securityholderscould face significant material adverse consequences including:

Risks Related to Our CommonStock and Organizational Structure

The price of our Common Stock likely will be volatile like thestocks of other early-stage companies.

The stock markets in general and the markets for early-stagestocks have experienced extreme volatility. The market for the Common Stock of smaller companies such as ours is characterized by significantprice volatility when compared to the shares of larger, more established companies that trade on a national securities exchange and havelarge public floats, and we expect that our share price will be more volatile than the shares of such larger, more established companiesfor the indefinite future.

In addition to the factors discussed in this “RiskFactors” section, price declines in our Common Stock could also result from general market and economic conditions and a varietyof other factors, including:

•adverseactions taken by regulatory agencies with respect to our products;

•announcementsof technological innovations, patents or new products by our competitors;

•regulatorydevelopments in the UnitedStates and foreign countries;

•anylawsuit involving us or our product candidates;

•announcementsconcerning our competitors, or the industry in which we compete in general;

•developmentsconcerning any strategic alliances or acquisitions we may enter into;

•actualor anticipated variations in our operating results;

•changesin recommendations by securities analysts or lack of analyst coverage;

•deviationsin our operating results from the estimates of analysts;

•ourinability, or the perception by investors that we will be unable, to continue to meet all applicable requirements for continued listingof our Common Stock on the Nasdaq Global Market, and the possible delisting of our Common Stock ;

•salesof our Common Stock by our executive officers, directors and principal stockholders or sales of substantial amounts of Common Stock ;and

•lossof any of our key Management personnel.

In the past, following periods of volatility in themarket price of a particular company’s securities, litigation has often been brought against that company. Any such lawsuit couldconsume resources and Management time and attention, which could adversely affect our business.

If the Business Combination’s benefits do not meet theexpectations of investors or securities analysts, the market price of our securities may decline.

If the benefits of the Business Combination do notmeet the expectations of investors or securities analysts, the market price of our securities may decline. The market values of our securitiesat the time of the Business Combination may vary significantly from their prices on the date the Merger Agreement was executed, the dateof this proxy statement, or the date on which our stockholders vote on the Business Combination.

In addition, following the Business Combination, fluctuationsin the price of our securities could contribute to the loss of all or part of your investment. Prior to the Business Combination, therehas not been a public market for our securities. Accordingly, the valuation ascribed to our common shares in the Business Combinationmay not be indicative of the actual price that will prevail in the trading market following the Business Combination. If an active marketfor our securities develops and continues, the trading price of our securities following the Business Combination could be volatile andsubject to wide fluctuations in response to various factors, some of which are beyond our control. Our securities may trade at pricessignificantly below the price you paid for them. In such circumstances, the trading price of our securities may not recover and may experiencea further decline, which could have a material adverse effect on your investment in our securities.

Factors affecting the trading price of the post-combinationcompany’ssecurities following the Business Combination may include:

•actualor anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similarto us;

•changesin the market’s expectations about our operating results;

•thepublic’s reaction to our press releases, our other public announcements and our filings with the SEC;

•speculationin the press or investment community;

•successof competitors;

•ouroperating results failing to meet the expectation of securities analysts or investors in a particular period;

•changesin financial estimates and recommendations by securities analysts concerning the post-combinationcompany or the market in general;

•operatingand stock price performance of other companies that investors deem comparable to the post-combinationcompany;

•ourability to market new and enhanced products on a timely basis;

•changesin laws and regulations affecting our business;

•commencementof, or involvement in, litigation involving the post-combinationcompany;

•changesin the post-combinationcompany’s capital structure, such as future issuances of securities or the incurrence of additionaldebt;

•thevolume of shares of our Common Stock available for public sale;

•anymajor change in our Board or Management;

•salesof substantial amounts of Common Stock by our directors, officers or significant stockholders or the perception that such sales couldoccur; and

•generaleconomic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations and acts of waror terrorism.

Broad market and industry factors may materiallyharm the market price of our securities irrespective of our operating performance. The stockmarket in general and Nasdaq have experienced price and volume fluctuations that have often been unrelated or disproportionate to theoperating performance of the particular companies affected. The trading prices and valuations of these stocks, and of our securities,may not be predictable. A loss of investor confidence in the market for the stocks of other companies that investors perceive to be similarto the post-combinationcompany could depress our stock price regardless of our business, prospects, financial conditions or resultsof operations. A decline in the market price of our securities also could adversely affect our ability to issue additional securitiesand our ability to obtain additional financing in the future.

If securities or industry analysts do not publish research orpublish unfavorable research about our business, our stock price and trading volume could decline.

The trading market for our Common Stock will dependin part on the research and reports that securities or industry analysts publish about us, our business, our market, or our competitors.Securities and industry analysts do not currently, and may never, publish research on the company. Because the Business Combination willresult in Cardio being acquired by a special purpose acquisition company (“SPAC”), research coverage from industry analystsmay be limited. If no securities or industry analysts commence coverage of our company, our stock price and trading volume could be negativelyimpacted.

If any of the analysts who may cover the company changetheir recommendation regarding our stock adversely, provide more favorable relative recommendations about our competitors or publishesinaccurate or unfavorable research about our business, our stock price would likely decline. If any analyst who may cover us ceases coverageof us or fails to publish reports on us regularly, demand for our stock could decrease, which could cause our stock price and tradingvolume to decline.

Furthermore, if one or more of the analysts who docover us downgrade our securities stock, its price would likely decline. If one or more of these analysts cease coverage of us, we couldlose market visibility, which in turn could cause the price of our securities to decline.

We may fail to realize any or all of the anticipated benefitsof the Business Combination.

The success of the Business Combination will depend,in part, on our ability to successfully manage and deploy the cash received upon the consummation of the Business Combination. Althoughwe intend to use the cash received upon the consummation of the Business Combination for the continued development of our product candidates,there can be no assurance that we will be able to achieve our intended objectives.

We have broad discretion in the use of our existing cash, cashequivalents and the net proceeds from the Business Combination and may not use them effectively.

Our Management will have broad discretion in the applicationof our existing cash, cash equivalents and the net proceeds from the Business Combination, and you will not have the opportunity as partof your investment decision to assess whether such proceeds are being used appropriately. Because of the number and variability of factorsthat will determine our use of our existing cash, cash equivalents and the net proceeds from the Business Combination, their ultimateuse may vary substantially from their currently intended use. Our Management might not apply our cash resources in ways that ultimatelyincrease the value of your investment. The failure by our Management to apply these funds effectively could harm our business. Pendingtheir use, we may invest our cash resources in short-term, investment-grade, interest-bearing securities. These investments may not yielda favorable return to our stockholders.

A significant number of shares of our Common Stock are subjectto issuance upon exercise of outstanding warrants and options, which upon such exercise may result in dilution to our security holders.

Upon completion of the Business Transaction, we haveoutstanding:

•3,250,000public warrants, exercisable at a price of $11.50 per share, subject to adjustment and subject to Mana having an effective registrationon file with the SEC which allows for the exercise for cash of the Public Warrants;

•2,500,000warrants issued to the Sponsor, exercisable at a price of $11.50 per share;

•1,759,600Exchanged Options that were issued in exchange for Legacy Cardio options with an exercise price of $3.90per share; and

•2,204,627Legacy Cardio Private Placement Warrants that were issued in exchange for outstanding Cardio warrants, with exercise prices ranging between$3.90 and $6.31 per share.

Warrants and options may be exercised only for a wholenumber of shares of Mana’s Common Stock. To the extent such warrants and options are exercised, additional shares of our CommonStock will be issued, which will result in dilution to the then existing holders of Common Stock of Mana and increase the number of shareseligible for resale in the public market. Sales of substantial numbers of such shares in the public market could adversely affect themarket price of our Common Stock.

Exercise of our Warrants is dependent upon the trading priceof our Common Stock. Because of the disparity between the current stock price and the respective Warrant exercise prices, the Warrantsmay never be in the money and may expire worthless.

The exercise prices of our currently outstandingWarrants range from a high of $11.50 to a low of $3.90 per share. We believe the likelihood that warrantholders will exercise the Warrants,and therefore, the amount of cash proceeds that we would receive, is dependent upon the trading price of our Common Stock, the last reportedsales price for which was $1.36 per share on January 12, 2023. If the trading price for our Common Stock is less than the applicableexercise price of our Warrants, we believe holders of those Warrants will be unlikely to exercise their Warrants. There is no guaranteethat the Warrants will be in the money prior to their expiration, and, as such, the Warrants may expire worthless, and we may receiveno proceeds from the exercise of the Warrants.

We have never paid dividends on our Common Stock, and we do notanticipate paying any cash dividends on our Common Stock in the foreseeable future.

We have never declared or paid cash dividends on ourCommon Stock. We do not anticipate paying any cash dividends on our Common Stock in the foreseeable future. We currently intend to retainall available funds and any future earnings to fund the development and growth of our business. As a result, capital appreciation, ifany, of our Common Stock will be our stockholders’ sole source of gain for the foreseeable future.

Sales of a substantial number of shares of our Common Stock inthe public market by our existing stockholders could cause our stock price to decline.

Sales of a substantial number of shares of our CommonStock in the public market or the perception that these sales might occur, could depress the market price of our Common Stock and couldimpair our ability to raise capital through the sale of additional equity securities. We are unable to predict the effect that sales mayhave on the prevailing market price of our Common Stock.

Our Amended and Restated Certificate of Incorporation designatesthe Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may beinitiated by the Company’s stockholders, which could limit the Company’s stockholders’ ability to obtain a favorablejudicial forum for disputes with the Company or our directors, officers and employees.

Our Amended and Restated Certificate of Incorporationwill require, unless we consent in writing to the selection of an alternative forum, that (i) any derivative action or proceeding broughton our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee to us orour stockholders, (iii) any action asserting a claim against us, our directors, officers or employees arising pursuant to any provisionof the DGCL or our Amended and Restated Certificate of Incorporation or bylaws, or (iv) any action asserting a claim against us, our directors,officers or employees governed by the internal affairs doctrine may be brought only in the Court of Chancery in the State of Delaware,except any claim (A) as to which the Court of Chancery of the State of Delaware determines that there is an indispensable party not subjectto the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court ofChancery within ten days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other thanthe Court of Chancery, (C) for which the Court of Chancery does not have subject matter jurisdiction, or (D) any action arising underthe Securities Act of 1933 or the Securities Exchange Act of 1934. This choice of forum provision may limit a stockholder’s abilityto bring a claim in a judicial forum that it finds favorable for disputes with the Company or its directors, officers or other employees,which may discourage such lawsuits against the Company and its directors, officers and employees. Alternatively, if a court were to findthese provisions of the Amended and Restated Certificate of Incorporation inapplicable to, or unenforceable in respect of, one or moreof the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions,which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of thetime and resources of our Management and board of directors.

This provision would not apply to any action broughtto enforce a duty or liability created by the Exchange Act and inclusive of rules and regulations thereunder. Section 22 of the SecuritiesAct establishes concurrent jurisdiction for federal and state courts over Securities Act claims. Accordingly, both state and federal courtshave jurisdiction to hear such claims.

Any person or entity purchasing or otherwise acquiringor holding or owning (or continuing to hold or own) any interest in any of the Company’s securities shall be deemed to have noticeof and consented to the foregoing bylaw provisions. Although we believe these exclusive forum provisions benefit the Company by providingincreased consistency in the application of Delaware law and federal securities laws in the types of lawsuits to which each applies, theexclusive forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum of its choosing for disputes withthe Company or the Company’s current or former directors, officers, stockholders or other employees, which may discourage such lawsuitsagainst the Company and its current and former directors, officers, stockholders and other employees. In addition, a stockholder thatis unable to bring a claim in the judicial forum of its choosing may be required to incur additional costs in the pursuit of actions whichare subject to the exclusive forum provisions described above. The Company’s stockholders will not be deemed to have waived itscompliance with the federal securities laws and the rules and regulations thereunder as a result of the Company’s exclusive forumprovisions.

Further, the enforceability of similar exclusive forumprovisions in other companies’ organizational documents has been challenged in legal proceedings and it is possible that a courtof law could rule that these types of provisions are inapplicable or unenforceable if they are challenged in a proceeding or otherwise.If a court were to find either exclusive forum provision contained in the Company’s bylaws to be inapplicable or unenforceable inan

action, the Company may incur significant additional costs associated with resolving such action in other jurisdictions, all of whichcould harm the Company’s results of operations.

The Company’s anti-takeover provisions could prevent ordelay a change in control of the company, even if such change in control would be beneficial to its stockholders.

Provisions of the Amended and Restated Certificateof Incorporation and Amended and Restated Bylaws, as well as provisions of Delaware law could discourage, delay or prevent a merger, acquisitionor other change in control of the company, even if such change in control would be beneficial to its stockholders. These provisions include:

•theauthority to issue “blank check” preferred stock that could be issued by the Board of Directors to increase the number ofoutstanding shares and thwart a takeover attempt;

•prohibitingthe use of cumulative voting for the election of directors;

•requiringall stockholder actions to be taken at a meeting of its stockholders; and

•advancenotice requirements for nominations for election to the Board of Directors or for proposing matters that can be acted upon by stockholdersat stockholder meetings.

These provisions could also discourage proxy contestsand make it more difficult for you and other stockholders to elect directors of your choosing and cause the Company to take other corporateactions you desire. In addition, because the Board of Directors is responsible for appointing the members of our management team, theseprovisions could in turn affect any attempt by our stockholders to replace current members of our management team.

In addition, the Delaware General Corporation Law (the“DGCL”), to which the post-combination Company is subject, prohibits it, except under specified circumstances, from engagingin any mergers, significant sales of stock or assets or business combinations with any stockholder or group of stockholders who owns atleast 15% of its Common Stock.

USE OF PROCEEDS

All of the Securities offered by the SellingSecurityholders pursuant to this prospectus will be sold by the Selling Securityholders for their respective accounts. We will not receiveany of the proceeds from these sales.

With respect to the registration of all sharesof Common Stock and Warrants offered by the Selling Securityholders pursuant to this prospectus, the Selling Securityholders will payany underwriting discounts and commissions and expenses incurred by them for brokerage, accounting, tax or legal services or any otherexpenses incurred by them in disposing of the Securities. We will bear the costs, fees and expenses incurred in effecting the registrationof the securities covered by this prospectus, including all registration and filing fees and fees and expenses of our counsel and ourindependent registered public accounting firm.

Assuming the cash exercise of all Warrantsincluded in this prospectus, we will receive an aggregate of approximately $50.7 million. We expect to use the net proceeds from theexercise of the Warrants, if any, for working capital and general corporate purposes. We will have broad discretion over the use ofany proceeds from the exercise of the Warrants. There is no assurance that the holders of the Warrants will elect to exercise any orall of such Warrants. The exercise price of our Public Warrants and Sponsor Warrants is $11.50 per Warrant and the exercise pricesof the Private Placement Warrants is $3.90 and $6.21. We believe the likelihood that Warrant holders will exercise their Warrants,and therefore the amount of cash proceeds that we would receive, is highly dependent upon the trading price of our Common Stock, thelast reported sales price for which was $1.36 per share on January 12, 2023. If the trading price for our Common Stockis less than the exercise price of the Warrants, we believe holders of our Warrants will be unlikely to exercise their Warrants.There is no assurance that the holders of the Warrants will elect to exercise any or all of such Warrants. To the extent that anyWarrants are exercised on a “cashless basis,” the amount of cash we would receive from the exercise of the Warrants willdecrease.

We also have registered the resale of sharesof Common Stock issuable upon exercise of Legacy Cardio Options held by certain of our executive officers and our non-executive chairmanof the board, which options were granted under our 2022 Equity Incentive Plan and will be registered on a Form S-8 registration statementthat we will file when eligible to do so or soon thereafter. These options are exercisable at $3.90 and are exercisable until May 2032.If all of the Legacy Cardio Options are exercised on a cash basis, we would receive approximately $6.85 million. Any such proceeds willbe used for working capital and general corporate purposes. However, as with the Warrants discussed above, we believe it is unlikely thatthe Options will be exercised unless the trading price of our Common Stock is above the exercise price of the Options, and, to the extentthat any Options are exercised on a “cashless basis,” the amount of cash we would receive from the exercise of Options willdecrease.

DETERMINATION OFOFFERING PRICE

The offering price of the shares of Common Stockissuable upon exercise of the Warrants offered hereby is determined by reference to the exercise price of the Warrants, which varies between$3.90 and $11.50 per share. The Public Warrants are listed on the Nasdaq under the symbol “CDIOW.”

We cannot currently determine the price or pricesat which shares of our Common Stock or Warrants may be resold by the Selling Securityholders under this prospectus.

MARKET PRICE, TICKERSYMBOLS AND DIVIDEND INFORMATION

Ticker Symbols

Our CommonStock and Public Warrants are currently traded on The Nasdaq Capital Market under the symbols “CDIO” and “CDIOW,”respectively.

Prior to the consummation of the Business Combinationon October 25, 2022, the Mana units, Mana common stock, Mana warrants and Mana rights were historically quoted on Nasdaq Global Marketunder the symbols “MANAU,” “MANA,” “MANAW” and “MANAR,” respectively. TheMana units and Mana rights were delisted from The Nasdaq Stock Market on October 26, 2022.

Market Information

On January12, 2023, the last reported sales prices of our Common Stock and our Public Warrants were $1.36 per share and $0.0535 per Public Warrant,respectively.

Holders of our securities should obtain currentmarket quotations for their securities. The market price of our securities could vary at any time.

Holders

Asof December 23, 2022, there were 112 holders of record of our Common Stock and 82 holders of record of our Warrants. The numberof holders of record does not include a substantially greater number of “street name” holders or beneficial holders whoseCommon Stock and Warrants are held of record by banks, brokers and other financial institutions.

Dividend Policy

The Company has not paid any cash dividendson the Common Stock to date and does not intend to pay cash dividends for the foreseeable future. The payment of cash dividends in thefuture will be dependent upon the Company’s revenues and earnings (if any), capital requirements and general financial condition.The payment of any cash dividends will be within the discretion of our board of directors at such time.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIALINFORMATION

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 DiagnosticsHoldings, Inc. after giving effect to the Business Combination and accompanying redemptions of shares of Common Stock that were initiallypurchased in the Mana IPO; (ii) “Legacy Cardio” refers to the entity formerly known as Cardio Diagnostics, Inc., which isnow named Cardio Diagnostics Holdings, Inc. after giving effect to the Business Combination; and (iii) “Mana” refers to ManaCapital Acquisition Corp. prior to giving effect to the Business Combination.

The Combined Company is providing the followingunaudited pro forma condensed combined financial information to aid in the analysis of the financial aspects of the Merger and other eventscontemplated by the Business Combination Agreement. The following unaudited pro forma condensed combined financial information presentsthe combination of the financial information of Mana and Legacy Cardio, adjusted to give effect to the Merger. The following unauditedpro forma condensed combined financial information has been prepared in accordance with Article 11 of RegulationS-Xas amendedby the final rule, Release33-10786“Amendments to Financial Disclosures about Acquired and Disposed Businesses”(“Article 11 of RegulationS-X”).

The unaudited pro forma condensed combined financialstatements give effect to the Merger and other events contemplated by the Business Combination Agreement as described in this Form8-K.Theunaudited pro forma condensed combined balance sheet as of September 30, 2022 combines the historical unaudited condensed balance sheetof Legacy Cardio with the historical unaudited condensed balance sheet of Mana on a pro forma basis as if the Merger and the other eventscontemplated by the Business Combination Agreement, summarized below, had been consummated on September 30, 2022. The unaudited pro formacondensed combined statement of operations for the nine months ended September 30, 2022 combines the historical unaudited condensed statementof operations of Legacy Cardio for the nine months ended September 30, 2022 and the historical unaudited condensed statement of operationsof Mana for the nine months ended September 30, 2022, giving effect to the transaction as if the Merger and other events contemplatedby the Business Combination Agreement had been consummated on January1, 2021. The unaudited pro forma condensed combined statementof operations for the year ended December31, 2021 combines the historical audited statement of operations of Mana for the year endedDecember31, 2021, with the historical audited statement of operations of Legacy Cardio for the year ended December31, 2021,giving effect to the transaction as if the Merger and other events contemplated by the Business Combination Agreement had been consummatedon January1,2021.

The unaudited pro forma condensed combined financialstatements have been prepared for informational purposes only and are not necessarily indicative of what the Combined Company’scondensed financial position or results of operations actually would have been had the Business Combination been consummated prior toSeptember30, 2022, nor are they necessarily indicative of future results of operations. In addition, the unaudited pro forma condensedcombined financial statements do not purport to project the future financial position or operating results of the Combined Company.

The unaudited pro forma condensed combined financialinformation was derived from and should be read in conjunction with the following historical financial statements and the accompanyingnotes:

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 subsidiaryof Mana. In connection with the Merger, Mana was renamed as “Cardio Diagnostics Holdings, Inc.” (hereafter referred to asCardio). The Merger consideration paid to the Legacy Cardio equity holders at the Closing pursuant to the Business Combination Agreementhas deemed to have a value of approximately $108.4 million, assuming a deemed value of $10.00 per Mana common share. Upon the consummationof 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 Agreementthe Company issued the following securities:

Following the Merger, 2,588,119 shares of CommonStock held by Mana stockholders prior to the Closing remain issued and outstanding, including 1,625,000 shares of Common Stock originallypurchased by the Sponsor but that have been transferred to permitted transferees as of the date of this prospectus.

The following transactions constituting theMerger took place as contemplated by the Business Combination Agreement:

Other Related Events in Connection with the Merger

Mana Redemptions and Conversion of Rights

In connection with the Mana stockholder voteon the Business Combination, Mana stockholders redeemed an aggregate of 6,465,452 shares of Common Stock for total redemption considerationof $65,310,892 which amount was paid out of the Investment Management Trust established in connection with Mana’s initial publicoffering in November 2021 (the “Trust Account”). At the Closing of the Business Combination, all outstanding Public Rightsautomatically converted into one-seventh of a share of Common Stock, or 928,571 shares of Common Stock. The separate trading of Unitsand Public Rights of Mana was terminated upon the closing of the Business Combination.

Other related events that are contemplated totake place in connection with the Merger are summarized below:

Basis of Pro Forma Presentation

The unaudited pro forma condensed combined financialinformation has been prepared in accordance with Article 11 of Regulation S-X. The adjustments in the unaudited pro forma condensed combinedfinancial information have been identified and presented to provide relevant information necessary for an illustrative understanding ofCombined Company upon consummation of the Merger in accordance with GAAP. Assumptions and estimates underlying the unaudited pro formaadjustments set forth in the unaudited pro forma condensed combined financial information are described in the accompanying notes.

The unaudited pro forma condensed combined financialinformation has been presented for illustrative purposes only and is not necessarily indicative of the operating results and financialposition that would have been achieved had the Merger occurred on the dates indicated. Any net cash proceeds remaining after the consummationof the Merger and the other related events contemplated by the Business Combination Agreement are expected to be used for general corporatepurposes. The unaudited pro forma condensed combined financial information does not purport to project the future operating results orfinancial position of Combined Company following the completion of the Merger. The unaudited pro forma adjustments represent management’sestimates based on information available as of the date of these unaudited pro forma condensed combined financial information and aresubject to change as additional information becomes available and analyses are performed. MANA and Legacy Cardio did not have any historicalrelationship prior to the discussion of the Merger. Accordingly, no pro forma adjustments were required to eliminate activities betweenthe companies.

Pursuant to its certificate of incorporationand as contemplated by the Business Combination Agreement, MANA provided the holders of MANA Common Stock the opportunity to redeem theoutstanding shares of MANA Common Stock for cash equal to their pro rata share of the aggregate amount on deposit in the Trust Accountas 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 proforma information after giving effect to the Merger and other events contemplated by the Business Combination Agreement and the ClosingRedemption. This scenario includes the Closing Redemption, following which 2,588,119 shares of MANA Common Stock remain outstanding afterthe completion of the Merger.

The following summarizes the pro forma fullydiluted shares of the Combined Company common stock issued and outstanding immediately after the Merger:

Expected Accounting Treatment for the Merger

The Merger is accounted for as a reverse recapitalizationin 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 legalacquiree, is treated as the accounting acquirer. Accordingly, the consolidated assets, liabilities and results of operations of LegacyCardio have become the historical financial statements of the Combined Company, and Mana’s assets, liabilities and results of operationshave been consolidated with Legacy Cardio’s beginning on the acquisition date. For accounting purposes, the financial statementsof the Combined Company represent a continuation of the financial statements of Legacy Cardio with the Merger being treated as the equivalentof Legacy Cardio issuing stock for the net assets of Mana, accompanied by a recapitalization. The net assets of Mana are stated at historicalcosts and no goodwill or other intangible assets have been recorded. Operations prior to the Merger will be presented as those of Cardioin future reports of the Combined Company.

Legacy Cardio was determined to be the accountingacquirer presented based on evaluation of the following facts and circumstances:

Assumptions and estimates underlying the unauditedpro forma adjustments set forth in the unaudited pro forma condensed combined financial statements are described in the accompanying notes.The unaudited pro forma condensed combined financial statements have been presented for illustrative purposes only and are not necessarilyindicative of the operating results and financial position that would have been achieved had the Merger occurred on the dates indicated.Further, the unaudited pro forma condensed combined financial statements do not purport to project the future operating results or financialposition of the Combined Company following the completion of the Merger. The unaudited pro forma adjustments represent management’sestimates based on information available as of the dates of these unaudited pro forma condensed combined financial statements and aresubject to change as additional information becomes available and analyses are performed.

See accompanying notes to the unaudited pro forma condensed consolidated financial information

See accompanying notes to the unaudited pro forma condensed consolidated financial information

See accompanying notes to the unauditedpro forma condensed consolidated financial information

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

The Business Combination is accounted for as a reverserecapitalization in accordance with GAAP. Under this method of accounting, Mana, which is the legal acquirer, has been treated as theaccounting acquiree for financial reporting purposes and Legacy Cardio, which is the legal acquiree, has been treated as the accountingacquirer.

The unaudited pro forma condensed combined financialstatements are prepared in accordance with Article 11 of SEC Regulation S-X, as amended January 1, 2021. The historical financial informationof Mana and Legacy Cardio is presented in accordance with U.S. GAAP. Management has made significant estimates and assumptions in itsdetermination of the pro forma adjustments. The unaudited pro forma adjustments represent management’s estimates based on informationavailable as of the dates of these unaudited pro forma condensed combined financial statements and are subject to change as additionalinformation becomes available and analyses are performed. The unaudited pro forma condensed combined financial information does not giveeffect to any anticipated synergies, operating efficiencies, tax savings or cost savings that may be associated with the Business Combination.

The pro forma adjustments reflecting the completionof the Business Combination and related transactions are based on currently available information and assumptions and methodologies thatmanagement believes are reasonable under the circumstances. The unaudited condensed pro forma adjustments, which are described in theaccompanying notes, may be revised as additional information becomes available. Therefore, it is possible that the actual adjustmentswill differ from the pro forma adjustments and that the difference may be material. Management believes that its assumptions and methodologiesprovide a reasonable basis for presenting all of the significant effects of the Business Combination and related transactions based oninformation available at the current time and that the pro forma adjustments give appropriate effect to those assumptions and are properlyapplied in the unaudited pro forma condensed combined financial information.

The unaudited pro forma condensed combined financialinformation is not necessarily indicative of what the actual results of operations and financial position would have been had the BusinessCombination and related transactions taken place on the dates indicated, nor are they indicative of the future consolidated results ofoperations or financial position of the Combined Company. They should be read in conjunction with the historical financial statementsand notes thereto of Mana and Legacy Cardio.

Transaction Accounting Adjustments to Unaudited Pro FormaCondensed Combined Balance Sheet as of September 30, 2022

Adjustments and Assumptions to the Unaudited Pro FormaCondensed Combined Statement of Operations

The adjustments included in the unaudited proforma condensed combined statement of operations for the six months ended September 30, 2022, and for the year ended December 31, 2021,and are related to the Merger:

(aa) Pro forma basic earnings per shareis computed by dividing the net income (loss) available to common shareholders by the weighted-average shares of Common stock outstandingduring the period.

BUSINESS COMBINATION

On October 25, 2022, Cardio Diagnostics Holdings,Inc. (formerly known as Mana Capital Acquisition Corp.) consummated its previously announced Business Combination pursuant to the MergerAgreement. As contemplated by the Merger Agreement, Merger Sub merged with and into Legacy Cardio, with Legacy Cardio surviving the Mergeras a wholly owned subsidiary of Mana. As a result of the Merger, and upon the consummation of the Merger and the other transactions contemplatedby the Merger Agreement, the securityholders of Legacy Cardio became securityholders of Mana, and Mana was renamed “Cardio DiagnosticsHoldings, Inc.”

On October 25, 2022, the Company’s stockholders,at a special meeting of the Company, approved and adopted the Merger Agreement, and approved the Business Combination proposal and theother related proposals presented in the proxy statement/prospectus filed declared effective by the SEC on October 7, 2022. In connectionwith the closing of the Business Combination, holders of an aggregate of 6,465,452 shares of Mana common stock exercised their right toredeem such shares for a pro rata portion of the funds in Mana’s Trust Account for cash at a redemption price of approximately $10.10per share, resulting in an aggregate redemption amount of $65,310,892.

Following the redemption payments, there remained$348,987 in the Trust Account, all of which was used to pay a portion of the transaction expenses. Legacy Cardio paid the balance ofthe transaction expenses, including deferred Mana IPO expenses, totaling $2,270,929.

At the Effective Time, the shares of LegacyCardio common stock that were issued and outstanding immediately prior to the Effective Time were cancelled and converted into the rightto receive a portion of the Aggregate Merger Consideration (as defined above) equal to the Exchange Ratio and a future entitlement toa portion of the Aggregate Earnout Consideration equal to the Earnout Exchange Ratio (the “Per Share Merger Consideration”),if specified targets are satisfied, and a pro rata share of the shares issued upon conversion of the Extension Notes (as defined above).In addition, the Legacy Cardio Private Placement Warrants issued by Legacy Cardio in private placements in 2021 and 2022 and Legacy CardioOptions that were granted under Legacy Cardio’s Incentive Plan were cancelled, and the holders thereof were issued Private PlacementWarrants and Options based on the Exchange Ratio. The terms of such Private Placement Warrants and Options remained unchanged other thanthe adjustments thereto to the exercise prices and the number of shares of Common Stock underlying such securities. All of the newly-issuedOptions are immediately exercisable. However, shares of Common Stock and Options issued to certain of our executive officers and our non-executivechairman of the board are subject to a six-month lockup restriction and therefore cannot be sold or otherwise transferred (with certaincustomary exceptions) until April 25, 2023. Also issued at the Closing was an aggregate of 43,334 shares of Common Stock, distributedpro rata to the Legacy Cardio Stockholders and one holder of equity rights, which shares were issued upon conversion of promissory notespayable to Legacy Cardio in connection with loans made to extend Mana’s corporate existence through October 26, 2022. Finally, atthe 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 BusinessCombination.

After giving effect to the Business Combinationand the redemptions related thereto, we have 9,514,743 shares of Common Stock issued and outstanding, 7,954,627 Warrants to purchase CommonStock issued and outstanding and 1,759,600 Options to purchase Common Stock issued and outstanding as of the date of this prospectus.

BUSINESS

Unless otherwise noted or the context otherwise requires, allreferences in this section to the “Company,” “we,” “us” or “our” refer to Cardio DiagnosticsHoldings, Inc. and its consolidated subsidiaries following the Business Combination, other than certain historical information which refersto the business of Cardio and its subsidiary prior to the consummation of the Business Combination.

Company Overview

CardioDiagnostics, Inc. (“Legacy Cardio”) was founded in 2017 in Coralville,Iowa by Meeshanthini (Meesha) Dogan, PhD, and Robert (Rob) Philibert, MD PhD. It was formed in January 2017 as an Iowa LLC and was subsequentlyincorporated as a Delaware C-Corp in September 2019. Cardio Diagnostics, LLC (“CD LLC”) is a wholly owned subsidiary of LegacyCardio.

Cardiowas formed to further develop and commercialize a series of products for major types of cardiovascular disease and associated co-morbidities,including coronary heart disease (CHD), stroke, heart failure and diabetes, by leveraging ourArtificial Intelligence (“AI”)-driven Integrated Genetic-Epigenetic Engine™. As a company, we aspire to give every Americanadult insight into their unique risk for various cardiovascular diseases. Cardio aims to become one of the leading medical technologycompanies for enabling improved prevention, early detection and treatment of cardiovascular disease. Cardio is transforming the approachto cardiovascular disease from reactive to proactive and hope to accelerate the adoption of Precision Medicine for all. We believe thatincorporating our solutions into routine practice in primary care and prevention efforts can help alter the trajectory that nearly onein two Americans is expected to develop some form of cardiovascular disease by 2035.

Accordingto the CDC, epigenetics is the study of how a person’s behaviors and environment can cause changes that affect the way a person’sgenes work. Unlike genetic changes, epigenetic changes are reversible and do not change one’s DNA sequence, but they canchange how a person’s body reads a DNA sequence. We believe that we are the firstcompany to develop and commercialize epigenetics-based clinical tests for cardiovascular disease thathave clear value propositions for multiple stakeholders including (i) patients, (ii) clinicians, (iii) hospitals/health systems, (iv)employers and (v) payors.

An estimated 80% of cardiovascular disease (“CVD”)is preventable, yet, it is responsible for one in every four deaths and remains the number one killer in the United States for both menand women. Coronary heart disease is the most common type of CVD and the major cause of heart attacks. The enormous number of unnecessaryheart attacks and deaths associated with CHD is attributable to the failure of current primary prevention approaches in clinical practiceto effectively detect, reduce and monitor risk for CHD prior to life altering and costly health complications. Several reasons for thisfailure include (i) the current in-person risk screening approach is incompatible with busy everyday life as demonstrated by the COVID-19associated decrease in primary care visits for preventive screening; (ii) even if the current risk screening tests are taken, they onlyidentify 44% and 32% of men and women at high risk, respectively; and (iii) the lack of patient care plan personalization. A highly accessible,personalized and precise solution for CHD prevention is not currently available.

Furthermore, with the ongoing COVID-19 pandemic,preventable illnesses such as CHD are expected to spike. Therefore, now more than ever,there is an urgent need for a highly sensitive, scalable, at-home risk screening tool that can help physicians better direct care andallow patients to receive the help they need sooner.

Our first test, Epi+Gen CHD™, which was introducedfor market testing in 2021, is a three-year symptomatic CHD risk assessment test targeting CHD events, including heart attacks. Sinceinception, the Company has earned only $901 in revenue, all of which was earned in 2021 through a telemedicine platform. Rather than usingits resources to actively pursue this sales channel, we have focused our efforts on establishing relationships with potential customers,a process that can take many months and up to as much as a year or more to finalize, depending on the sales channel. For example, hospitalsroutinely take a year or longer to make purchasing decisions. While these relationships take considerable time to establish, we believethat they provide far greater revenue potential for our existing and future tests.

Webelieve that our Epi+Gen CHD™ test is categorized as a laboratory-developed test, or “LDT,” which, under current FDApolicy, does not require premarket authorization or other FDA clearance or approval.As such, we believe that the Epi+Gen CHD™ does not require FDA premarket evaluation of our performance claims or marketing authorization,and such premarket review and authorization has not been obtained. Although submissions that are pending before the FDA or that have beendenied are not publicly available, to the best of our knowledge, no epigenetic-based clinical test for cardiovascular disease has, todate, been cleared or approved by the FDA.

Industry Background

According to the American Heart Association(AHA), even though an estimated 80% of cardiovascular disease (CVD) is preventable, it remains the leading cause of death in the UnitedStates and globally. The AHA also reported that over 650,000 deaths in the United States each year are attributable to heart disease,which amounts to one in every four deaths. The Centers for Disease Control and Prevention (CDC) estimates that in the United States, oneperson dies every 36 seconds from CVD. Unfortunately, the incidence of CVD is expected to continue to rise with the AHA projecting thatby 2035, nearly half of Americans will have some form of CVD.

CVD represents conditions that affect the heartand blood vessels such as coronary heart disease (CHD), stroke, and congestive heart failure (CHF). CHD is the most common type of heartdisease and according to the CDC, was responsible for nearly 370,000 deaths in 2019. The National Center for Health Statistics reportedthat the prevalence of CHD is approximately 6.7%, and according to the AHA, over 20 million adults aged 20 or older in the United Stateshave CHD. CHD is also the major cause of heart attacks. According to the AHA, every 40 seconds, someone in the United States has a heartattack, with over 800,000 Americans having a heart attack each year. The CDC reported that in 2020, stroke was responsible for one insix CVD-related deaths. The AHA estimates that every year, nearly 800,000 Americans have a stroke which is the leading cause of majorlong-term disability, with a stroke-related death occurring every 3.5 minutes. According to the AHA, over six million adults have heartfailure and nearly 380,000 deaths in 2018 were attributable to heart failure. There are numerous risk factors that could increase an individual’srisk for CVD. Several key risk factors include diabetes, high blood cholesterol, and high blood pressure. For example, according to theCDC, over 34 million adults have diabetes and according to Johns Hopkins Medicine, those with diabetes are two to four times more likelyto develop CVD. Alongside genetics, age, sex, and ethnicity, lifestyle factors such as smoking, unhealthy diet, physical inactivity, andbeing overweight can also increase the risk for CVD.

In addition to the enormous morbidity and mortalityassociated with CVD, the economic burden of CVD is also staggering as depicted in the figure below from the Cardiovascular Disease: ACostly Burden For America, Projections Through 2035 report by the AHA. CVD is the costliest disease in the United States and the economicburden associated with CVD is expected to continue to soar. According to the CDC Foundation,every year, one in six United States healthcare dollars is expended on CVD.

The AHA reports that in 2016, the cost of CVDwas $555 billion and is expected to rise to over $1 trillion by 2035. Of the $555 billion, $318 billion was associated with medical costs,and the remaining $237 billion with indirect costs such as lost productivity. By 2035, the medical costs associated with CVD are expectedto increase 135% to $749 billion, while the indirect costs are expected to riseby 55% to $368 billion. Currently, among the various types of CVD, the medical costs of CHD are the highest at $89 billion and are expectedto rise to $215 billion by 2035 as depicted in the figure below from the Cardiovascular Disease: A Costly Burden For America, ProjectionsThrough 2035 report by the AHA.

To address this expected significant rise in humanhealth and economic burdens, the United States healthcare market is seeking more efficient and effective methods to better prevent CVD.This same trend is playing out across developed nations around the globe as the burden of CVD continues to grow due to a rise in majorrisk factors such as obesity, poor diet and Type 2 diabetes. This is consistent with the cardiovascular diagnostic testing market trendsreported by Research and Markets in their Outlook on the Cardiovascular Diagnostic Testing Global Market to 2027 - Increasing Number ofInsurance Providers Presents Opportunities press release published on July 4, 2022. They estimate that the Global Cardiovascular DiagnosticTesting Market is estimated to grow from $8.47 billion in 2022 to $12.41 billion by 2027, with a CAGR of 7.94%.

There are several healthcare tailwinds thatare driving this expected growth and are expected to support the large-scale adoption of our solutions:

Our Strategy

Our Technology

At the core of Cardio is our proprietary AI-drivenIntegrated Genetic-Epigenetic Engine™, an engine invented and built by three key employees/officers over the past decade. Our technologyenables rapid design, development and launch of new diagnostic solutions through the identification of robust integrated genetic-epigeneticbiomarkers and their translation into clinical tests for cardiovascular disease. This engine consists of multiple layers. It begins withgenome-wide genetic (single nucleotide polymorphisms or SNPs), genome-wide epigenetic (DNA methylation) and clinical data points. Usinghigh-performance computing, ML/AI techniques and deep domain expertise in medicine, molecular biology and engineering, a panel of SNP-DNAmethylation biomarkers and mined, modeled and translated into standalone laboratory assays.

Asa result, our products, which are clinical tests, consist of two components. The first is a laboratory component, which involves the useof proprietary laboratory testing assays to profile the panel of genetic and

epigenetic DNA biomarkers. Genetic biomarkers (SNPs) representan individual’s inherited risk for the disease, have been reported to driveless than 20% of the risk for cardiovascular disease (Hou, K et al, Aug 2019, Nature Genetics) and do not change with intervention (i.e.,static). Epigenetic biomarkers (DNA methylation) represent an individual’s acquired risk for the disease that is influenced by lifestyleand environment which is a larger driver for cardiovascular risk compared to genetics, is largely confounded by genetics and has beenshown to change over time with intervention or changes in one’s lifestyle and environment (i.e., dynamic). The second isan analytical component, which involves applying a proprietary interpretive predictivemachine learning model to predict risk and provide personalized insights to assist physicians in tailoring a prevention and care plan.The combination of biomarkers and predictive machine learning model is unique to each clinical test we develop.

Our Products and Services

We have and will continue to leverage our AI-drivenIntegrated Genetic-Epigenetic Engine™ to develop a series of clinical tests for cardiovascular disease. We believe that our firstproduct, Epi+Gen CHD™, is the first epigenetics-based clinical test capable of assessing near-term (three-year) risk for coronaryheart disease (CHD).

Clinicians’ Current Approach to Cardiovascular Disease

Currently, a patient’s risk for CVD is generallyassessed using two common lipid-based clinical tests known as Framingham Risk Score (FRS) and ASCVD Pooled Cohort Equation (PCE). FRSand PCE are 10-year CVD risk calculators that aggregate common clinical variables such as cholesterol and diabetes, demographics and subjective,self-reported information such as smoking status. These tests have several limitations and are less effective for several reasons:

Epi+Gen CHD™ is the Only Epigenetics-based Clinical Test for Coronary Heart Disease

Epi+GenCHD™ is a scientifically backed clinical test that is based on an individual’s objective genetic and epigenetic DNA biomarkers.In a peer-reviewed study done in collaboration with Intermountain Healthcare (Dogan, Meeshanthini & Knight, Stacey & Dogan, Timur& Knowlton, Kirk & Philibert, Robert. (2021). External validation of integrated genetic-epigenetic biomarkers for predicting incidentcoronary heart disease. Epigenomics. 13. 10.2217/epi-2021-0123), this test demonstrated a 76% and 78% sensitivity for men and women, respectively,for three-year CHD risk. This means that for every 100 men and 100 women deemed“at-risk” for a coronary heart disease event, the test correctly identifies 76 men and 78 women. In comparison, the averagesensitivity of the Framingham Risk Score and the ASCVD Pooled Cohort Equation was found to be 44% and 32% for men and women, respectively.The performance of the test in this study was evaluated across two cohorts that were independent of each other. One cohort was used forthe development of this test and the other was used to independently validate the performance of the test, showing Epi+Gen CHD™to be approximately 1.7 times and 2.4 times more sensitive than the current lipid-based clinical risk estimators in men and women, respectively.In another peer-reviewed study focusing on the cost utility of Epi+Gen CHD™ (Jung, Younsoo & Frisvold, David & Dogan, Timur& Dogan, Meeshanthini & Philibert, Robert. (2021). Cost-utility analysis of an integrated genetic/epigenetic test for assessingrisk for coronary heart disease. Epigenomics. 13. 10.2217/epi-2021-0021), this test was associated with up to $42,000 in cost savingsper quality adjusted life year and improved survival compared to the ASCVD Pooled Cohort Equation.

Theblood-based version of this test was introduced for market testing in 2021 and the saliva-based version is anticipated tobe launching in 2023. The current charge to perform the test is $350, which can be paid for either out-of-pocket or via HSA/FSA.The price of the test and revenue streams could change in thefuture depending on market forces and payor requirements, as well ason the customer and the region in which the test is being sold. We are building additional clinical and health economics evidence to pursuepayor coverage. To date, we have sold our Epi+Gen CHD™ test to multiple customers who are patients through a telemedicine providerplatform.

We believe that the Epi+Gen CHD™ testempowers patients to prevent CHD with actionable information about their near-term risk for CHD-related events, including a heart attack.We believe that our Company’s initial product will enable clinicians to identify patients in need of clinical attention and gapsin cardiovascular care for their patients so they can bridge the gap in care and proactively manage them. In addition, we believe thatour products can enable healthcare organizations and payors to reduce the cost of care.

We have a worldwide exclusive license agreementwith the University of Iowa Research Foundation (UIRF) relating to our patent and patent-pending technology. Under the terms of that licenseagreement, Cardio is required to pay each of: (i) 2% of annual net sales, and (ii) 15% of non-royalty fees paid to the Company if it entersinto one or more sublicensing agreements. UIRF elected to participate in the Business Combination as provided in the license agreement,as amended and currently in effect. As a result, UIRF received its share of the Merger Consideration equal to 1% of the AggregateMerger Consideration and its pro rata share of the Extension Note Shares (and trailing consideration, if any).

In addition to that licensed technology, we have otherpatent applications pending relating to improvements to and bolstering our technology, which are potentially valuable and of possiblestrategic importance to the Company. Under UIRF’s Inventions Policy, inventors are generally entitled to 25% of income from earningsfrom their inventions. Consequently, Meeshanthini Dogan and Robert Philibert, our Chief Executive Officer and Chief Medical Officer, whoare co-inventors of the technology along with UIRF, will benefit from this policy.

Cardio intends to accelerate the adoption of Epi+GenCHD™ by:

Cardio foresees potential opportunities to increasethe gross margin of the Epi+Gen CHD™ by:

FDA Pathway

TheEpi+Gen CHD™ test is currently being offered as an LDT that does not require FDA premarket authorization. However,we are evaluating an FDA regulatory pathway to enable broader access to the test. We are currently determining the appropriate FDA pathwayand are assembling the necessary FDA pre-submission materials to obtain feedback from the FDA. We have engaged regulatory experts andattorneys for this process.

Product Pipeline

Weintend to launch our second clinical test for CHD detection in December 2022 or in the first quarter of 2023. In addition to this test,we have several other tests in our product pipeline at various stages for congestive heart failure (expected launch in 2023), stroke(expected launch in 2023) and diabetes (expected launch in 2024).

However, as a company in the early stages ofits development, we continuously reevaluate our business, the market in which we operate and potential new opportunities. We may modifyour product pipeline, seek other alternatives within the healthcare field in order togrow the Company’s business and increase revenues. Such alternatives may include, but not be limited to, combinations or strategicpartnerships with other laboratory companies or with medical practices such as hospitalists or behavioral health.

Our Market Opportunity

Cardiovasculardisease (CVD) is the leading cause of death in the United States, accounting for one in four deaths. Despite being largely preventable,the American Heart Association projects that by 2035, nearly 45% of Americans will have some form of CVD. One of the key ways toaddress the prevalence of CVD is to shift the approach for CVD from reactive treatment to proactive prevention and early detection. Assuch, technologies that can more precisely assess the risk for and detect CVD before symptoms emerge or a catastrophic cardiac event occursbecomes even more critical.

According to Research and Markets in their Outlookon the Cardiovascular Diagnostic Testing Global Market to 2027 - Increasing Number ofInsurance Providers Presents Opportunities press release published on July 4, 2022, the Global Cardiovascular Diagnostic Testing Marketis estimated to grow from $8.47 billion in 2022 to $12.41 billion by 2027, with a CAGR of 7.94%. The increasing prevalence of cardiovasculardiseases, technological advancements in cardiovascular disease diagnostics, and the growing number of initiatives to promote cardiovasculardisease testing are the major factors driving the growth of this market.

Ourprincipal mission is to enable better detection of the presence and risk of major cardiovascular diseases through a series of clinicaltests coupled with/in conjunction with our proprietary AI-driven Integrated Genetic-Epigenetic Engine™. Our flagship product, Epi+GenCHD™, is a highly sensitive and accessible clinical test for three-year coronary heart disease (CHD) risk assessment.

Using data from the US Census Bureau, Cardioestimates that 146 million adults would potentially benefit from our Epi+Gen CHD™ test, 157 million adults for the CHD detectiontest, 152 million adults for the congestive heart failure test, 153 million adults for the stroke test and 140 million adults for thediabetes test. Assuming $350 per test, the US addressable market equates to $51 billionfor Epi+Gen CHD, $55 billion for CHD detection, $53 billion for congestive heart failure, $53 billion for stroke and $49 billion for diabetesfor a total US addressable market of $261 billion. This total addressable market evaluation also assumes that one patient could be testedwith multiple tests, and each test is administered to each patient a single time in a year although some patients may benefit from beingre-tested in less than a year.

Go-To-Market Strategy for Epi+Gen CHD™

Since the launch of Epi+Gen CHD™ in 2021 viatelemedicine, the predominant initial go-to-market (GTM) strategy was bottom-up consumer-led sales focused on directly acquiring and retainingsavvy and health-conscious consumers interested in using the latest technologies to address their cardiovascular disease risk concerns.Our sales and marketing efforts were largely limited due to constraints in resources and predominantly leveraged digital marketing channels.Sales were handled through our telemedicine partner to multiple customers. Moving forward, with additional resources and a growing team,in addition to this bottom-up GTM motion, we have adopted a product-led innovation growth strategy that emphasizes enterprise-wide adoptionacross key healthcare sub-verticals with a particular emphasis on deeply centralized key opinion and health trend leaders like innovativeproviders, health systems, and employers.

Healthcare Sub-Vertical Priorities for Epi+Gen CHD™

Byassessing the risk for CHD early and potentially averting a heart attack, we believe that the clinical and economic utility of Epi+GenCHD™ will support its commercial adoption. We believe that Epi+Gen CHD™ can address a significant addressable market opportunityeven before it is covered by insurance and eligible for approval for reimbursement. While we believe that such coverage and reimbursementwould be necessary to gain widespread adoption, obtaining such coverage and reimbursement from federal and private payors is expectedto take several years, if it is obtained at all. Our focus for Epi+Gen CHD™is on individuals between the ages of 35-75 in the United States who have not been diagnosed with CHD (estimated total addressable USmarket of 146 million adults) through the following key channels:

Asinnovative health systems diversify their business models and care delivery pathways, there is a renewed emphasis on using precision medicaltechnologies to better manage expensive and chronic conditions, including CHD. By assessing therisk for CHD before a cardiac event, Epi+Gen CHD™ has the potential to improve population health. We believe that the improved performanceof our test compared to other risk calculators, coupled with evidence of cost savings and enhanced survival, will drive the adoption ofEpi+Gen CHD™ by health systems to continue improving the health of their patients.

Earlyadoption is driven by practices committed to innovation in medicine for patients who are more focused on preventive health andwellness and have the financial means to pay out-of-pocket for concierge subscription services. There is a convergence in innovative providers,health-conscious consumers, and best-in-class tests and technologies in concierge medicine practices to provide on-demand elite personalizedand readily accessible healthcare. With an estimated 2,000 to 5,000 concierge practices in the United States, there is robust growth inhigh-end healthcare services with an equal demand for innovative diagnostic tools. Additionally, concierge practices are not price-sensitive,so reimbursement is not a top priority.

Early adoption in the employer space will bedriven by remote-first companies looking to provide employee perks relevant to health. We believe the two reasons for this are replacingin-office amenities and acknowledging that health is top of mind for most employees in a post-pandemic world. Health equity is top-of-mindfor many employers to ensure that their employees are healthy and productive.Employers view healthcare investments as another investment in the business. Employers leveraging innovative diagnostic solutions canconnect better health for employees to drive overall business objectives and have a competitive advantage in attracting and retainingtalent.

Many Americans are concerned about being proactivewith their health needs. Understanding their personalized risk with tests at the forefront of medicine is crucial for those with financialresources. According to the U.S. Census Bureau based on the 2020 census, there are nearly 44 million households that earn $100,000 ormore annually. Because the Epi+Gen CHD™ test is currently out-of-pocket, we expect high-earning Americans who are proactive abouttheir health to constitute the initial attainable market. Additionally, many have discretionary flexible spending account (“FSA”)or health savings account (“HSA”) funds. A strategic partner will be health and wellness marketplaces that aggregate FSA andHSA-eligible items for those who wish to tackle their health using their pre-tax dollars. According to the Global Wellness Institute,Americans spend more than $275 billion annually on out-of-pocket wellness and health initiatives.

Sales and Marketing for Epi+Gen CHD™ with a Focus on StrategicChannel Partnerships

While our overall sales and marketing initiativeswill span the gamut across traditional, print, and digital media, our primary sales and marketing strategy consists of the branding, collaboration,co-marketing, and co-sales opportunities involved in strategic channel partnerships. By prioritizing strategic channel partnerships, webelieve we can accelerate our market penetration into the key healthcare sub-verticals we intend to prioritize for our growth. The keyto our efforts is a well-defined and executed channel partnership integration strategy that will serve to accelerate the sales cyclesfor each of our distribution channels. The sales cycles are generally defined as the period in which such distribution channel will turnover its inventory of our tests, which may vary for each distribution channel. Utilizing and developing such strategic channel partnerships,we believe, will generate revenue in a myriad of ways including larger contracts for our Epi+Gen CHD^™ test and bundlingour solutions alongside other synergistic technologies, services, and products. We are targeting accelerating the sales cycles for distributionchannels for telemedicine, concierge practices, innovative health systems and employers to cycles of four to six weeks, one to nine months,nine to twelve months and six to nine months, respectively.

Strategic channel partnerships are key for thegrowth of our solutions. There are several key revenue and strategy benefits to developing a robust channel partnership strategy, including:

Strategic channel partners would have exclusivityagreements for Epi+Gen CHD™, which forecloses distribution channels to potential competitors.

Channel partners under consideration for Epi+GenCHD™ strategic partnerships have large, related healthcare and life science networks that we expect to leverage as part of the relationship.

The cardiovascular disease space is of paramountconcern to stakeholders across the healthcare continuum; the scale of the disease across the population and the associated costs ensuresthat addressing cardiovascular disease from a payment, cost, patient outcome, and prevention standpoint for stakeholders across the spectrum.

The economics of each channel partnership canbe crafted independently to offer each strategic partner a per-unit cost relevant to the size of their network.

Bundling Epi+Gen CHD™ and future Cardiosolutions alongside complementary clinical, analytics, treatment pathways, and services-consulting for primary prevention optimizationwith key partners expands the ROI of the investment in our solutions.

Hiring and Talent to Accelerate Growth

Our growth strategy will require investmentin internal and external healthcare enterprise sales, marketing and deep customer insights. By combining best-in-class revenue operationstechnologies with seasoned healthcare sales and marketing experts, we believe we can quickly scale the selling approaches we have outlinedand validated to transform the cardiovascular healthcare experience, driving revenue and increased margins. New hires will be targetingthe entire continuum of revenue needs, including opportunity identification, campaign design, and execution.

Manufacture/Supply Chain

For our Epi+Gen CHD™ sample collectionskits, we rely on third-party suppliers for kit contents required to collect and transport a blood sample to the lab for processing. Theseare commonly used supplies that are and can be sourced from multiple distributors. Upon sourcing these contents, they are assembled intolancet-based and vacutainer-based sample collection kits and fulfilled by a vendor under contract with us. We intend to maintain an inventoryof fully assembled kits to meet expected demand for at least six months. However, since there are no particular or unique assembly protocols,the lead time to assemble additional sample collection kits would be minimal after the contents are sourced. Over time, we intend to integrateassembly and fulfillment capabilities of sample collection kits internally.

Proprietary genetic and DNA methylation componentsare sourced from large manufacturers and manufactured under good manufacturing practices (“cGMP”). There are alternative manufacturersfor each of these components, and no additional lead time is expected. Laboratory assays that are manufactured under cGMP to specificationsare expected to be available to meet anticipated demand for at least six months.

Our Epi+Gen CHD™ test is currently offeredas a Laboratory Developed Test (LDT) through an experienced laboratory with the appropriate Clinical Laboratory Improvement Amendmentsof 1988 (“CLIA”) certification and state licensure. However, we intend to acquire a laboratory that would become the onlyLDT site where the Epi+Gen CHD™ test is offered. We are currently evaluating potential lab candidates for acquisition.

Our Competitive Strengths

Innovationis the key to success. In the rapidly moving cardiac diagnostics space, we believe that we have the team, differentiated technology, anddeep technical and business expertise to deliver a market differentiating suite of products for our customers to address unmetclinical needs in the cardiovascular space and help us dominate our market.

The pillar of our strategy has been innovation,from the onset with our technology development and intellectual property that account for future growth, to our commercialization andpartnership efforts that bring together key healthcare stakeholders.

We believe that,among other reasons, the future belongs to Cardio based on the following competitive strengths:

Our technologyand products stem from over a decade of rigorous scientific research by the Founders in collaboration with other clinical and researchexperts from leading organizations. Our founders are experts in machine learning approaches in healthcare and in epigenetics with highly-citedpeer-reviewed publications. The technology and products are developed and validated with extensive clinical data. The key findings havebeen published after undergoing stringent independent third-party peer review.

As ofDecember 2022, our patent portfolio includes three patent families, one issued U.S. patent, seven patent applications pending worldwide,one issued EU patent, and two pending PCT International applications, generally directed to biomarkersassociated with cardiovascular disease and diabetes for diagnosis and other applications. In addition, we have extensive trade secretsand know-how, including algorithms and assay designs, that that are critical for the continued development and improvement of our currentand future products.

Our expertisein processing billions of clinical genotypic, epigenetic and phenotypic data points to generatecritical insights allows us to continue to develop innovative products.

We havebuilt a proprietary AI-driven Integrated Genetic-Epigenetic Engine™ that is made up of layers of big data, our algorithmsinformed by biology and its expert domain knowledge that was designed and built over the past decadeand can be leveraged to enable rapid design, development and launch of new diagnostic solutions.

We havebuilt a robust product pipeline for various types of cardiovascular disease and other indications that leverage our AI-driven IntegratedGenetic-Epigenetic Engine™ to continue to build market traction. We believe that our current and future products havestrong value propositions for various key stakeholders in healthcare. As a result, we believe that our customers will adopt and championour products.

We believethat our tests are the first epigenetics-based clinical tests for heart disease. Unlike genetic biomarkers that are static, the DNA methylation(epigenetic) biomarkers included in our products are generally dynamic. Therefore, DNA methylation biomarkers can change over time andas a result, in addition to initial assessment, our products could potentially be used topersonalize interventions and help monitor the effectiveness of these interventions.

Our commercialpipeline is inherently scalable. Our laboratory testing kits consist of easy to synthesize oligonucleotide products, readily availablePCR reagents, and can be kitted months in advance. Our lancet and vacutainer-based sampling kits incorporate readily available componentsthat can be sourced from several vendors. Our propriety algorithms can be scaled and automated to process data from thousands of samples.In addition, the laboratory processes can be automated and scaled by adding existing commercial equipment.

Cardio is led by a management team with experiencein inventing innovative technologies, developing and commercializing clinical products, and building high growth companies.

Competition

Even though we believe that our solutions providesignificant advantages over solutions that are currently available from other sources, we expect continued intense competition. This includescompanies that are entering the cardiovascular diagnostics market or existing companies that are looking to capitalize on the same orsimilar opportunities as Cardio is in the clinical and non-clinical spaces. Some of our potential and current competitors have longeroperating histories and have, or will have, substantially greater financial, technical, research, and other resources than we do, alongwith larger, more established marketing, sales, distribution, and service organizations. This could enable our competitors to respondmore quickly or efficiently than it can to capture a larger market share, respond to changes in the regulatory landscape or adapt to meetnew trends in the market. Having access to more resources, these competitors may undertake more extensive research and development efforts,substantially reduce the time to introducing new technologies, accelerate key hires to drive adoption of their technologies, deploy morefar-reaching marketing campaigns and implement a more aggressive pricing policy to build larger customer bases than we have. In some cases,we are competing for the same resources our customers allocate for purchasing cardiovascular diagnostics products or for establishingstrategic partnerships. We expect new competitors to emerge and the intensity of competition to increase. There is a likelihood that ourcompetitors may develop solutions that are similar ours and ones that could achieve greater market acceptance than ours. This could attractcustomers away from our solutions and reduce our market share. To compete effectively, we must scale our organization and infrastructureappropriately and demonstrate that our products have superior value propositions, cost savings, and clinical performance.

The clinical cardiovascular diagnostic spaceis perhaps the most intensely competitive market space in clinical medicine. Even though we believe our solutions offer significant advantagesto existing methods, we expect alternative biomarker assessment approaches to continue to exist and to be developed. With respect to coronaryheart disease (CHD) risk assessment, our competitors use a variety of technologies including genetic, serum lipid-based, imaging, proteomicand “people tracking” approaches.

Genetic testing, both whole genome and morefocused panel modalities, is the first type of biomarker assessment and is used by many clinicians to assess lifetime risk for CHD. However,whereas the scientific tenets for this approach are generally accepted, it does not identify when the CHD might develop, and we believethat the relative power of this method for predicting CHD as compared to its Epi+Gen CHD™ test is limited. In addition, whereasthe use of this test may divert revenues for testing, this approach is in some respects complementary, and it is conceivable that someclinicians may elect to get both forms of testing to have a more holistic assessment of both short term and lifetime risk.

The best-known biomarker approach is that embodiedby the American Heart Association/American College of Cardiology Atherosclerotic Cardiovascular Risk Calculator (referred to ASCVD riskcalculator or Pooled Cohort Equation). This method integrates laboratory assessment of serum lipids, blood pressure and self-reportedhealth variables to impute 10-year risk for all forms of atherosclerotic cardiovascular disease (mainly CHD, but also stroke and peripheralartery disease) using a standard algebraic equation. This is the most commonly used method of assessing CHD risk and enjoys general acceptanceby the medical community. It is perhaps the most direct competitor for our Epi+Gen CHD™ test. We believe that our test has superiorperformance, does not require overnight fasting and will eventually provide greater information to the clinician than this current marketstandard. In addition, we note that our test assesses risk over a three-year window rather than a 10-year window which it believes isa more relevant period of time for patient management.

Imaging modalities are also used to assess riskfor CHD. Perhaps the most commonly used imaging method for predicting risk for CHD is Coronary Artery Calcium (CAC) screening. In thismethod, a low intensity computed tomography (CT) scan is taken of the heart. Then using this data, the amount of calcium laden plaqueis determined

and the result used to assess 10-year risk for CHD. Strengths of this approach include the general acceptance of the medicalcommunity. Weaknesses include the necessity of exposing patients to x-ray radiation and the inability of the CAC test to monitor patientresponse. In many ways, this test competes with our test. At the same time, we note that this test is not yet recommended as a primarymethod for screening low risk individuals, uses a longer risk assessment window, and could actually be used as secondary testing to evaluatepatients who are not found to be at low risk using Epi+Gen CHD™.

Proteomic methods, as exemplified by serologicassessments of individual proteins such as c-reactive protein or of entire protein panels, such as that for the HART CADhs or CVE testsfrom Prevencio are another risk assessment tool. The CADhs test is a good example of a proteomic competitor and predicts the one-yearrisk for having ≥70% stenosis in a major coronary artery while another Prevencio test HART CVE, predicts one year risk for individualsat risk for developing a major adverse cardiovascular event. Important differences between our tests and their offerings include the windowof prediction (three-year vs one-year), the type of technology employed (AI-guided interpretation of genotype and methylation sensitivedigital PCR results compared to algorithm interpretation of results from Luminex bead immunoassays). Because we believe that digital PCRbased methods are more scalable testing solutions than Luminex bead platforms, we believe that our approach has an advantage.

Finally, researchers have described methodsto use wearable devices, such as the Huami wrist device, to predict risk for cardiovascular disease. Although people doubtlessly use theseand similar methods derived from wearable devices to assess risk, their exact clinical market penetrance is currently low, and whetherthey would pose as a direct competitor for our test remains uncertain.

However,the aforementioned is only a snapshot of the current market space in which we currently compete and which we intend to compete in thefuture. Our intellectual property claims include methods to develop tests for coronary heartdisease, as well as incident and prevalent heart failure, stroke and diabetes. The test for prevalent coronary heart disease, whose basiswas published in 2018, is well underway, and we expect this test to become a strong competitor for other methods of establishing currentCHD, such as exercise treadmill testing, and for monitoring response to CHD treatment.

In summary, the cardiovascular diagnostic spaceis extremely competitive and fast moving. We believe that the serum lipid, proteomic and to a certain extent, imaging-based modalitiesare direct competitors for customers and enjoy both large existing market share and substantial financial backing. In addition, it isclear that these existing alternative assessment strategies have significant degrees of scientific literature supporting their use, enjoybacking from key medical constituencies for their use in certain circumstances, and have established strategies for obtaining third partyreimbursement. As the population ages, this competition is likely to increase. At the same time, we believe that there are important differencesbetween the current tests offered and our solutions with respect to clinical performance, window of clinical assessment, scalability,capacity for assisting with interventions and response monitoring. However, the othertechnologies are not static, and we expect refinements and/or combination of existing approaches to vigorously compete for customers inour business space. We will need to scale our efforts, orient our organization appropriately and demonstrate that our products providebetter value for our customers.

Intellectual Property

Wehave made broad pending intellectual property (“IP”) claims with respect to the use of epigenetic and gene-methylation interactionsfor the assessment and monitoring of cardiovascular disease, specifically coronary heart disease, congestive heart failure and stroke,as well as diabetes. Our portfolio falls into three patent families. These patent applications have been filed in the United States andforeign jurisdictions, including the European Union, Japan, Canada and China. In the European Union a patent has already been granted.In the U.S., Patent No. 11,414,704, titled COMPOSITIONS AND METHODS FOR DETECTING PREDISPOSITION TO CARDIOVASCULAR DISEASE, wasrecently issued to the University of Iowa Research Foundation (UIRF), the co-inventors of which are Dr. Dogan and Dr. Philibert, our ChiefExecutive Officer and Chief Medical Officer, respectively. This patent is exclusively licensed to Cardio under our license agreement withUIRF. Our issued and pending patents cover general methods as well as key technological steps that enable these core approaches while

facilitating the continued patenting of material included in the patent applications. We expect to continue to file new patent applicationsto protect additional products and methodologies as they emerge.

The initial work on our AI-driven IntegratedGenetic-Epigenetic Engine™ is derived from work done by our founders while at the University of Iowa, around which there is currentlya family of patent and patent applications. Follow-on work on our core technology also is derived from work done by our founders whileat the University of Iowa but was furthered by our founders independent of the University of Iowa. The follow-on work is described inthe second and third families of patent applications.

The initial work is described in the first familyof patents and patent applications and is generally directed to a number of single nucleotide polymorphism (SNP) biomarkers and a numberof methylation site biomarkers that are highly associated, at a statistically significant level, with the presence or the early onsetof a number of cardiovascular diseases. The first family of patents and patent applications is owned solely by the University of IowaResearch Foundation (UIRF) and is exclusively licensed by Cardio. As of December 2022, this family includes six granted patents, one soon-to-beissued patent, and seven pending patent applications. Any and all patents issuing in this family will be solely owned by UIRF and, barringany changes to the UIRF exclusive license agreement, will fall under the exclusive license to Cardio.

The first family includes a granted patent inEurope, an allowed application in the U.S., and pending applications in Australia, Canada, China, Europe, India, Japan and the U.S. Theissued claims in the EP patent are directed to compositions (e.g., a kit) for determining the methylation status of at least oneCpG dinucleotide and a genotype of at least one SNP that includes at least one primer that detects the presence or absence of methylationin a particular region of the genome (referred to as cg26910465) and at least one primer that detects afirst SNP in a particular region of the genome (referred to as rs10275666) or another SNP in linkage disequilibrium with the first SNP.The European patent is validated in six European countries including France, Germany, Italy, Ireland, Switzerland, and United Kingdom.The allowed claims in the U.S. are directed to methods for determining the presence of a biomarker associated with coronary heart disease(CHD) that includes performing a genotyping assay on a nucleic acid sample to detect the presence of a SNP in a particular region of thegenome (referred to as rs11597065), bisulfite converting a nucleic acid sample and performing a methylation assay to detect the presenceor absence of methylation in a particular region of the genome (referred to as cg12586707), and inputting the data from the genotypingassay and the methylation assay into a basic, non-specific algorithm. The original algorithm developed during the initial work is notdisclosed in the first family of patents and patent applications. This family of patents is in-licensed under our exclusive license agreementwith UIRF and is expected to expire in 2037, absent any applicable patent term adjustments or extensions.

Thesecond family, which is follow-on work conducted by Cardio, is generally directed to a number of SNP biomarkers and a number of methylationsite biomarkers that are highly associated, at a statistically significant level, with diabetes. This family includes a pendingPCT International application, with claims directed to compositions (e.g., a kit) that include at least one primer for determiningthe methylation status of at least one CpG dinucleotide from a group of five different methylation sites, or a different CpG dinucleotidein linkage disequilibrium with one of the listed CpG dinucleotides, and at least one primer for determining the genotype of at least oneSNP from a group of five different SNPs, or a different SNP in linkage disequilibrium with one of the listed SNPs. The PCT applicationalso includes claims to methods of determining the presence of biomarkers associated with diabetes, claims to a computer-readable mediumfor performing such methods, and claims to a system for determining the methylation status of at least one CpG dinucleotide and the genotypeof at least one SNP. The specific algorithm developed for the association of biomarkers with diabetes, which includes an Artificial Intelligence(AI) component, is not a part of the disclosure of the second family of patent applications, and Cardio presently intends to maintainthis aspect as a trade secret. Patents issuing from the second family are expected to expire in 2041, absent any applicable patent termadjustments or extensions.

The second family of patent applications isco-owned by UIRF and Cardio, since Cardio expanded on and further refined some of the original research that was done at the Universityof Iowa. As of December 2022, this family includes one International PCT application.The ownership of any and all patents that ultimately issue in this family will depend on the specific subject matter that is claimed ineach issued patent; ownership could lie solely

with UIRF or Cardio, or ownership could be shared between UIRF and us. For example, dependingupon the specific biomarkers claimed and when those biomarkers were identified (e.g., during the initial work at the Universityof Iowa or during the follow-on work at Cardio), ownership could lie solely with UIRF or Cardio, or ownership could be shared betweenUIRF and Cardio (e.g., if a claimed biomarker was initially identified at the University of Iowa and its significance with respectto diabetes was further refined by Cardio; or if one of the claimed biomarkers was identified at the University of Iowa and anotherone of the claimed biomarkers was identified at Cardio).

The third family of patent applications, alsoconsidered follow-on work of Cardio, is generally directed to a number of SNP biomarkers and a number of methylation site biomarkers thatare highly associated, at a statistically significant level, with the three-year incidence of cardiovascular disease. This family includesone pending PCT International application and a pending U.S. application, with claims directed to compositions (e.g., a kit) that includeat least one primer for determining the methylation status of at least one CpG dinucleotide from a group of three different methylationsites, or a different CpG dinucleotide in linkage disequilibrium with one of the listed CpG dinucleotides, and at least one primer fordetermining the genotype of at least one SNP from a group of five different SNPs, or a different SNP in linkage disequilibrium with oneof the listed SNPs. The PCT application also includes claims to methods of determining the presence of biomarkers associated with three-yearincidence of cardiovascular disease, claims to a computer-readable medium for performing such methods, and claims to a system for determiningthe methylation status of at least one CpG dinucleotide and the genotype of a SNP. The specific algorithm developed for the associationof biomarkers with three-year incidence of cardiovascular disease, which includes an Artificial Intelligence (AI) component, is not apart of the disclosure of the third family of patent applications, and Cardio presently intends to maintain this aspect as a trade secret.This family of patents is owned exclusively by Cardio. As of December 2022, this family includes one International PCT application aswell as a one U.S. utility application. Any and all patents issuing in this family willbe solely owned by Cardio. Patents issuing from the third family are expected to expire in 2041, absent any applicable patent term adjustmentsor extensions.

TheExclusive License Agreement entered into with UIRF and those licenses granted under that license agreement terminate on the expirationof the patent rights licensed under the license agreement, unless certain proprietary, non-patented technical information is still beingused by us, in which case the license agreement will not terminate until the date of termination of such use. The licenses under the licenseagreement could terminate prior to the expiration of the licensed patent rights if we materially breach our obligations under the licenseagreement, including failing to pay the applicable license fees and any intereston such fees, and failing to fully remedy such breach within the period specified in the license agreement, or if we enter liquidation,have a receiver or administrator appointed over any assets related to the license agreement, or cease to carry on business, or file forbankruptcy or if an involuntary bankruptcy petition is filed against the Cardio.

Additionally,we have considerable IP in the form of trade secrets, including bioinformatics and high-performance computing techniques andmachine learning algorithms used to identify genetic and epigenetic biomarkers for various products and to interpret genetic and epigeneticdata from patient samples to generate clinically actionable information, as well as the methods to develop new methylation sensitive assays.We protect our proprietary information, which includes, but is not limited to, trade secrets, know-how, trademarks and copyrights. Ourfuture success depends on protecting that knowledge, obtaining trademarks on our products, copyright on key materials, and avoiding infringingon the IP rights of others. Where appropriate, we will assess the operating space and acquire licenses for critical technologies thatwe do not possess or cannot create. We continue to invest in technological innovation and will seek mutualistic and symbiotic licensingopportunities to promote and maintain our competitive position.

Inorder to provide our products, we currently use a variety of third party technologies including, for example, genotyping, digital methylationassessment and data processing technologies. The terms of these agreements for the non-exclusive use of these technologies are subjectto change without notice and could affect our ability to deliver our solutions. In addition, from time to time, we may face claimsfrom third parties asserting ownership of, or demanding release of, the open-source software or derivative works that we developed usingsuch software (which could include our proprietary source code), or otherwise seeking to enforce the terms of the

applicable open-sourcelicense. These claims could result in litigation that could be costly to defend, have a negative effect on our operating results and financialcondition or require us to devote additional research and development resources to change our existing or future solutions. Respondingto any infringement or noncompliance claim by an open-source vendor, regardless of its validity, discovering certain open-source softwarecode in our products, or a finding that we have breached the terms of an open-source software license, could harm our business, resultsof operations and financial condition. In each case, we would be required to either seek licenses to software or services from other partiesand redesign our products to function with such other parties’ software or services or develop these components internally, whichwould result in increased costs and could result in delays to product launches. Furthermore, we might be forced to limit the featuresavailable in our current or future solutions.

Government Regulation

Thelaboratory testing and healthcare industry and the practice of medicine are extensively regulated at both the state and federal levels,and additionally, the practice of medicine is similarly extensively regulated by the various states. our ability to operate profitablywill depend in part upon its ability, and that of its vendor partners, to maintain all necessary licenses and to operate in compliancewith applicable laws and rules. Those laws and rules continue to evolve, and therefore we devote significant resources to monitoring relevantdevelopments in FDA, CLIA, healthcare and medical practice regulation. Those laws and rules include, but are not limited to, ones thatgovern the regulation of clinical laboratories in general and the regulation of laboratory-developed tests (“LDTs”) in particular.As discussed below, legislation has been introduced in Congress that would substantially alter federal regulation of diagnostic tests,including LDTs. As the applicable laws and rules change, we are likely to make conforming modificationsin our business processes from time to time. In many jurisdictions where we operate, neither our current nor our anticipated businessmodel has been the subject of judicial or administrative interpretation. We cannot be assured that a review of our business by courtsor regulatory authorities will not result in determinations that could adversely affect our operations or that the laboratory and healthcareregulatory environment will not change in a way that restricts our operations.

State and Federal Regulatory Issues

Clinical Laboratory Improvement Amendmentsof 1988 and State Regulation

Clinical laboratories are required to hold certainfederal and state licenses, certifications and permits to conduct our business. As to federal certifications, in 1988, Congress passedthe Clinical Laboratory Improvement Amendments of 1988, or CLIA, establishing more rigorous quality standards for all commercial laboratoriesthat perform testing on human specimens for the purpose of providing information for the diagnosis, prevention, or treatment of diseaseor the assessment of the health of human beings. CLIA requires such laboratories to be certified by the federal government and mandatescompliance with various operational, personnel, facilities administration, validation, quality and proficiency testing requirements intendedto ensure the accuracy, reliability and timeliness of patient test results. CLIA certification is also a prerequisite to be eligible tobill state and federal healthcare programs, as well as many commercial third-party payers, for laboratory testing services.

Laboratoriesmust comply with all applicable CLIA requirements. If a clinical laboratory is found not to comply with CLIA standards,the government may impose sanctions, limit or revoke the laboratory’s CLIA certificate (and prohibit the owner, operator or laboratorydirector from owning, operating, or directing a laboratory for two years following license revocation), subject the laboratory to a directedplan of correction, on-site monitoring, civil monetary penalties, civil actions for injunctive relief, criminal penalties, or suspensionor exclusion from the Medicare and Medicaid programs.

CLIAprovides that a state may adopt laboratory licensure requirements and regulations that are more stringent than those under federal lawand requires compliance with such laws and regulations. New York State in particular, has implemented its own more stringent laboratoryregulatory requirements. State laws may require the laboratory to obtain state licensure and/or laboratory personnel to meet certainqualifications, specify certain quality control procedures or facility requirements, or prescribe record maintenance requirements. Moreover,several states impose the same or similar state requirements on out-of-state laboratory testing specimens collected or received

from,or test results reported back to, residents within that state. Therefore, the laboratory is required to meet certain laboratory licensingrequirements for those states in which we offer services or from which we accept specimens and that have adopted regulations beyond CLIA.For more information on state licensing requirements, see “— California Laboratory Licensing,” “— New YorkLaboratory Licensing” and “— Other State Laboratory Licensing Laws.”

The laboratory running thetest has also been accredited by the College of American Pathologists, or CAP, which means that it has been certified as following CAPstandards and guidelines in operating the laboratory facility and in performing tests that ensure the quality of the test results. CAPis a deemed accrediting body for CMS, meaning that successful inspection by CAP satisfies a laboratory’s CLIA requirements, andresults in the issuance of a Certificate of Accreditation by CMS.

California Laboratory Licensing

Inaddition to federal certification requirements for laboratories under CLIA, the laboratory is required under California law to maintaina California state license and comply with California state laboratory laws and regulations. Similar to the federal CLIA regulations,the California state laboratory laws and regulations establish standards for the operation of a clinical laboratory and performance oftest services, including the education and experience requirements of the laboratory director and personnel (including requirements fordocumentation of competency), equipment validations, and quality Management practices. All testing personnel must maintain a Californiastate license or be supervised by licensed personnel.

Clinical laboratories are subject to both routineand complaint-initiated on-site inspections by the state. If a clinical laboratory is found to be out of compliance with California laboratorystandards, the California Department of Public Health, or CDPH, may suspend, restrictor revoke the California state laboratory license to operate the clinical laboratory (and exclude persons or entities from owning, operating,or directing a laboratory for two years following license revocation), assess civil money penalties, and/or impose specific correctiveaction plans, among other sanctions. Clinical laboratories must also provide notice to CDPH of any changes in the ownership, directorship,name or location of the laboratory. Failure to provide such notification may result in revocation of the state license and sanctions underthe CLIA program. Any revocation of a CLIA certificate or exclusion from participation in Medicare or Medicaid programs may result insuspension of the California state laboratory license.

New York Laboratory Licensing

Wecurrently do not conduct tests on specimens originating from New York State. In order to test specimens originating from, and return resultsto New York State, a clinical laboratory is required to obtain a New York state laboratory permit and comply with New York state laboratorylaws and regulations. The New York state laboratory laws, regulations and rules are equal to or more stringent than the CLIA regulationsand establish standards for the operation of a clinical laboratory and performance of test services, including education and experiencerequirements of a laboratory director and personnel, physical requirements of a laboratory facility, equipment validations, andquality Management practices. The laboratory director(s) must maintain a Certificate of Qualification issued by the New York State Departmentof Health, or NYS DOH, in the permitted test categories.

A clinical laboratory conducting tests on specimensoriginating in New York is subject to proficiency testing and on-site survey inspections conducted by the Clinical Laboratory EvaluationProgram, or CLEP, under the NYS DOH. If a laboratory is found to be out of compliance with New York’s CLEP standards, the NYS DOH,may suspend, limit, revoke or annul the New York laboratory permit, censure the holder of the license or assess civil money penalties.Statutory or regulatory noncompliance may result in a laboratory’s operator, owners and/or laboratory director being found guiltyof a misdemeanor under New York law. Clinical laboratories must also provide notice to CLEP of any changes in ownership, directorship,name or location of the laboratory. Failure to provide such notification may result in revocation of the state license and sanctions underthe CLIA program. Any revocation of a CLIA certificate or exclusion from participation in the Medicare or Medicaid programs may resultin suspension of the New York laboratory permit.

The NYS DOH also must approveeach LDT before that test is offered to patients located in New York.

Other State Laboratory Licensing Laws

Inaddition to New York and California, certain other states require licensing ofout-of-state laboratories under certain circumstances. We have obtained licenses in the states that we believe require us to do so andbelieve we are in compliance with applicable state laboratory licensing laws, including Maryland and Pennsylvania.

Potentialsanctions for violation of state statutes and regulations can include significant monetary fines, the rejection of license applications,the suspension or loss of various licenses, certificates and authorizations, and in some cases criminal penalties, which could harm ourbusiness. CLIA does not preempt state laws that have established laboratory quality standards that are more stringent than federal law.

Laboratory-Developed Tests

The FDA generally considers a laboratory-developedtest, or LDT, to be a test that is developed, validated, used and performed within a single laboratory.

The FDA has historically taken the positionthat it has the authority to regulate LDTs as in vitro diagnostic, or IVD medical devices under the Federal Food, Drug and Cosmetic Act,or FDC Act, but it has generally exercised enforcement discretion with regard to LDTs. This means that even though the FDA believes itcan impose regulatory requirements on LDTs, such as requirements to obtain premarket approval, de novo authorization, or 510(k) clearanceof LDTs, it has generally chosen not to enforce those requirements to date. However, there have been situations in which FDA, becauseof safety, public health, or other concerns, has required companies offering LDTs to comply with FDA regulations applicable to other IVDs,including the requirement for premarket review and authorization.

Separately, the Centers for Medicare and MedicaidServices, or CMS, oversees clinical laboratory operations through the CLIA program.

The regulatory environment for LDTs has changedover time. For example, in 2020, the Department of Health and Human Services, or HHS, directed the FDA to stop regulating LDTs, but in2021, HHS reversed its policy. Thereafter, the FDA resumed requiring submission of emergency use authorization, or EUA, requests, forCOVID-19 LDTs, but has not indicated an intent to change its policy of enforcement discretion with respect to other, non-COVID, LDTs.

Various bills have beenintroduced in Congress seeking to substantially change the regulation of both LDTs and IVDs:

The VALID Act

In March 2020, the VerifyingAccurate Leading-edge IVCT Development, or VALID, Act was introduced in the Senate, and proposed a common regulatory frameworkfor in vitro clinical tests, or IVCTs, which would comprise both IVDs and LDTs, and would require premarket approval for some tests currentlyoffered as LDTs. The VALID Act was reintroduced inJune 2021 and would similarly clarify and enhance the FDA’s authority to regulate LDTs. The VALID Act was included in theFDA Safety and Landmark Advancements, or FDASLA, legislation, which was favorably voted upon by the Senate Health, Education, Labor andPensions (HELP) Committee in June 2022. The FDASLA will now be considered by the full Senate. In May 2022, the House Energy and CommerceCommittee approved a version of the FDASLA that does not include the VALID Act, and which will now be considered by the full House. Ifthe Senate and the House pass their respective versions of the FDASLA, a Senate-House conference committee will be convened to reconcilethe differences in the legislation, including any differences relating to the VALID Act.

If enacted, VALID will foreseeably have a significantimpact on the clinical laboratory sector, and many LDTs will be required to undergo FDA premarket review and authorization at some point.The particular impact on our LDTs is difficult to predict at this time. Depending on the final version of the legislation, some testsalready on the market as of the date of enactment may be “grandfathered” and may not require premarket authorization, at leastinitially. Other LDTs may not be required to obtain premarket authorization at all. Additionally, the FDA will need to undertake rulemakingor develop guidance to implement the new law, a process that would likely take months or years. It is therefore not possible to predictthe specific impact of VALID on our operations. If premarket authorization is required, it could lead to a substantial increase in thetime and cost to bring the tests to market or require significant resources to obtain FDA authorization to allow continued marketing oftests. VALID may also result in ongoing FDA regulatory obligations even for tests that do not need to undergo FDA review.

The VITAL Act

In March 2020, the VerifiedInnovative Testing in American Laboratories, or VITAL, Act was introduced in the Senate, and would expressly shift the regulationof LDTs from the FDA to CMS. The VITAL Act was reintroduced in May 2021. Unlike the VALID Act, the VITAL Act has not been referred tothe HELP Committee and has not been incorporated into FDASLA, making its prospects of enactment in this session of Congress unlikely.

In addition to potential legislation affectingLDTs, the FDA or the Federal Trade Commission, or FTC, as well as state consumer protection agencies and competitors, regulate the materialsand methods used in the promotion of LDTs, including with respect to the product claims in promotional materials. Enforcement actionsby the FDA, FTC and/or state consumer protection agencies for objectionable claims may include, among others, injunctions, civil penalties,and equitable monetary relief.

Neither the VALID Act nor the VITAL Act has been enactedinto law as of the date of this prospectus. Although, as mentioned above, the VALID Act was favorably voted upon in June 2022 by the SenateHealth, Education, Labor and Pensions Committee as part of the FDA Safety and Landmark Advancements bill, it was not included in the versionof that legislation that was enacted by Congress and signed into law. Congress may, through the enactment of other legislation duringthe current session of Congress or the subsequent Congress, enact VALID or establish new regulatory requirements for LDTs through otherlegislation.

Regulation by the U.S. Food and Drug Administration

Should the FDA decide not to exercise enforcementdiscretion for LDTs, LDTs would be subject to extensive regulation as medical devices underthe FDC Act and its implementing regulations, which govern, among other things, medical device development, testing, labeling, storage,premarket clearance or approval, advertising and promotion and product sales and distribution. To be commercially distributed in the UnitedStates, medical devices, including collection devices used to collect samples for testing, and certain types of software must receivefrom the FDA prior to marketing, unless subject to an exemption, clearance of a premarket notification, or 510(k), premarket approval,or a PMA, or a de novo authorization.

In vitro diagnostics, or IVDs, are a type ofmedical device that can be used in the diagnosis or detection of diseases or conditions, including assessment of state of health, throughcollection, preparation and examination of specimens from the human body. IVDs can be used to detect the presence of certain chemicals,genetic information or other biomarkers related to health or disease. IVDs include tests for disease prediction, prognosis, diagnosis,and screening.

The FDC Act classifies medical devices intoone of three categories based on the risks associated with the device and the level of control necessary to provide reasonable assuranceof safety and effectiveness. Class I devices are deemed to be low risk and are subject to the fewest regulatory controls. Many Class Idevices are exempt from FDA premarket review requirements. Class II devices, including some software products to the extent that theyqualify as a device, are deemed to be moderate risk, and generally require clearancethrough the premarket notification, or 510(k) clearance, process. Class

III devicesare generally the highest risk devices and are subject to the highest level of regulatory control to provide reasonable assurance of thedevice's safety and effectiveness. Class III devices typically require a PMAby the FDA before they are marketed. A clinical trial is almost always required to support a PMA application or de novo authorizationand is sometimes required for 510(k) clearance. All clinical studies of investigational devices must beconducted in compliance with any applicable FDA and Institutional Review Board requirements. Devices that are exempt from FDA premarketreview requirements must nonetheless comply with post-market general controls as described below, unless the FDA has chosen otherwise.

510(k) clearance pathway. To obtain 510(k)clearance, a manufacturer must submit a premarket notification demonstrating to the FDA’s satisfaction that the proposed deviceis substantially equivalent to a previously 510(k)-cleared device or to a device that was in commercial distribution before May 28, 1976for which the FDA has not called for submission of a PMA application. The previously cleared device is known as a predicate.The FDA’s 510(k) clearance pathway usually takes from three to 12 months from submission, but it can take longer, particularly fora novel type of product. In addition, the COVID-19 pandemic has resulted in significant workload increases within the Center for Devicesand Radiological Health that could affect 510(k) review timelines.

PMA pathway. The PMA pathway requiresproof of the safety and effectiveness of the device to the FDA’s satisfaction. The PMA pathway is costly, lengthy, and uncertain.A PMA application must provide extensive preclinical and clinical trial data as well as information about the device and its componentsregarding, among other things, device design, manufacturing, and labeling. As part of its PMA review process, the FDA will typically inspectthe manufacturer’s facilities for compliance with QSR requirements, which impose extensive testing, control, documentation, andother quality assurance procedures. The PMA review process typically takes one to three years from submission but can take longer, including,as noted above, due to delays resulting from the COVID-19 pandemic.

De novo pathway. If no predicate devicecan be identified, a device is automatically classified as Class III, requiring a PMA application. However, the FDA can reclassify, eitheron its own initiative or in response to a request for de novo classification, for a device for which there was no predicate device ifthe device is low- or moderate-risk. If the device is reclassified as Class II, the FDA will identify special controls that the manufacturermust implement, which may include labeling, performance standards, or other requirements. Subsequent applicants can rely upon the de novoproduct as a predicate for a 510(k) clearance, unless the FDA exempts subsequent devices from the need for a 510(k). The de novo routeis intended to be less burdensome than the PMA process. In October 2021, the FDA issued final regulations codifying FDA’s expectationsfor de novo requests, which went into effect in January 2022. In October 2021, the FDA also issued updated and final guidance on the denovo request and classification process, for the purpose of providing clarity and transparency regarding the de novo classification process.The de novo route has historically been used for many IVD products.

Post-market general controls. After adevice, including a device exempt from FDA premarket review, is placed on the market, numerous regulatory requirements apply. These include:the QSR, labeling regulations, registration and listing, the Medical Device Reporting regulation (which requires that manufacturers reportto the FDA if their device may have caused or contributed to a death or serious injury or malfunctioned in a way that would likely causeor contribute to a death or serious injury if it were to recur), and the Reports of Corrections and Removalsregulation (which requires manufacturers to report to the FDA corrective actions made to products in the field, or removal of productsonce in the field if such actions were initiated to reduce a risk to health posed by the device or to remedy a violation of the FDC Act).Depending on the severity of the legal violation that led to correction or removal, the FDA may classify the manufacturer’s actionas a recall.

The FDA enforces compliance with its requirementsthrough inspection and market surveillance. If the FDA finds a violation, it can institute a wide variety of actions, ranging from anuntitled or public warning letter to enforcement actions such as fines, injunctions, and civil penalties; recall or seizure of products;operating restrictions, partial suspension or total shutdown of production; refusing requests for 510(k) clearance or PMA approval ofnew products; withdrawal of PMAs already granted; and criminal prosecution.

Corporate Practice of Medicine; Fee-Splitting

We contract with a healthcare telemedicine companyto deliver services to our patients. This contractual relationship is subject to various state laws, including those of New York, Texasand California, that prohibit fee-splitting or the practice of medicine by lay entities or persons and are intended to prevent unlicensedpersons from interfering with or influencing the physician’s professional judgment. In addition, various state laws also generallyprohibit the sharing of professional services income with nonprofessional or business interests. Activities other than those directlyrelated to the delivery of healthcare may be considered an element of the practice of medicine in many states. Under the corporate practiceof medicine restrictions of certain states, decisions and activities such as scheduling, contracting, setting rates and the hiring andmanagement of non-clinical personnel may implicate the restrictions on the corporate practice of medicine.

State corporate practice of medicine and fee-splittinglaws vary from state to state and are not always consistent among states. In addition, these requirements are subject to broad powersof interpretation and enforcement by state regulators. Some of these requirements may apply to any telemedicine company we contract with.Failure to comply with regulations could lead to adverse judicial or administrative action against us and/or the telemedicine providerswe work with, civil or criminal penalties, receipt of cease-and-desist orders from state regulators, loss of provider licenses, the needto make changes to the terms of engagement with any telemedicine company we contract with that interfere with our business and other materiallyadverse consequences.

Federal and State Fraud and Abuse Laws

Healthcare Laws Generally

The federal Health Insurance Portability andAccountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act, or HITECH, and theirimplementing regulations, which is collectively referred to as HIPAA, established several separate criminal penalties for makingfalse or fraudulent claims to insurance companies and other non-governmental payors of healthcare services. Under HIPAA, these two additionalfederal crimes are: “Healthcare Fraud” and “False Statements Relating to Healthcare Matters.” The Healthcare Fraudstatute prohibits knowingly and recklessly executing a scheme or artifice to defraud any healthcare benefit program, including privatepayors. A violation of this statute is a felony and may result in fines, imprisonment or exclusion from government-sponsored programs.The False Statements Relating to Healthcare Matters statute prohibits knowingly and willfully falsifying, concealing or covering up amaterial fact by any trick, scheme or device or making any materially false, fictitious or fraudulent statement in connection with thedelivery of or payment for healthcare benefits, items or services. A violation of this statute is a felony and may result in fines orimprisonment. This statute could be used by the government to assert criminal liability if a healthcare provider knowingly fails to refundan overpayment. These provisions are intended to punish some of the same conduct in the submission of claims to private payors as thefederal False Claims Act covers in connection with governmental health programs.

In addition, the Civil Monetary Penalties Lawimposes civil administrative sanctions for, among other violations, inappropriate billing of services to federally funded healthcare programsand employing or contracting with individuals or entities who are excluded from participation in federally funded healthcare programs.Moreover, a person who offers or transfers to a Medicare or Medicaid beneficiary any remuneration, including waivers of co-payments anddeductible amounts (or any part thereof), that the person knows or should know is likely to influence the beneficiary’s selectionof a particular provider, practitioner or supplier of Medicare or Medicaid payable items or services may be liable for civil monetarypenalties of up to $10,000 for each wrongful act. Moreover, in certain cases, providers who routinely waive copayments and deductiblesfor Medicare and Medicaid beneficiaries can also be held liable under the Anti-Kickback Statute and civil False Claims Act, which canimpose additional penalties associated with the wrongful act. One of the statutory exceptions to the prohibition is non-routine, unadvertisedwaivers of copayments or deductible amounts based on individualized determinations of financial need or exhaustion of reasonable collectionefforts. The OIG emphasizes, however, that this exception should only be used occasionally to address special financial needs of a particularpatient. Although this prohibition applies only to federal healthcare program beneficiaries, the routine waivers of copayments and deductiblesoffered to patients

covered by commercial payers may implicate applicable state laws related to, among other things, unlawful schemesto defraud, excessive fees for services, tortious interference with patient contracts and statutory or common law fraud.

Federal Stark Law

We are subject to the federal self-referralprohibitions, commonly known as the Stark Law. Where applicable, this law prohibits a physician from referring Medicare patients to anentity providing “designated health services” if the physician or a member of such physician’s immediate family hasa “financial relationship” with the entity, unless an exception applies. The penalties for violating the Stark Law includethe denial of payment for services ordered in violation of the statute, mandatory refunds of any sums paid for such services, civil penaltiesof up to $15,000 for each violation and twice the dollar value of each such service and possible exclusion from future participation inthe federally-funded healthcare programs. A person who engages in a scheme to circumvent the Stark Law’s prohibitions may be finedup to $100,000 for each applicable arrangement or scheme. The Stark Law is a strict liability statute, which means proof of specific intentto violate the law is not required. In addition, the government and some courts have taken the position that claims presented in violationof the various statutes, including the Stark Law can be considered a violation of the federal False Claims Act (described below) basedon the contention that a provider impliedly certifies compliance with all applicable laws, regulations and other rules when submittingclaims for reimbursement. A determination of liability under the Stark Law could have a material adverse effect on our business, financialcondition and results of operations.

Federal Anti-Kickback Statute

We are also subject to the federal Anti-KickbackStatute. The Anti-Kickback Statute is broadly worded and prohibits the knowing and willful offer, payment, solicitation or receipt ofany form of remuneration in return for, or to induce, (i)the referral of a person covered by Medicare, Medicaid or other governmentalprograms, (ii)the furnishing or arranging for the furnishing of items or services reimbursable under Medicare, Medicaid or othergovernmental programs or (iii)the purchasing, leasing or ordering or arranging or recommending purchasing, leasing or ordering ofany item or service reimbursable under Medicare, Medicaid or other governmental programs. Certain federal courts have held that the Anti-KickbackStatute can be violated if “one purpose” of a payment is to induce referrals. In addition, a person or entity does not needto have actual knowledge of this statute or specific intent to violate it to have committed a violation, making it easier for the governmentto prove that a defendant had the requisite state of mind or “scienter” required for a violation. Moreover, the governmentmay assert that a claim including items or services resulting from a violation of the Anti-Kickback Statute constitutes a false or fraudulentclaim for purposes of the False Claims Act, as discussed below. Violations of the Anti-Kickback Statute can result in exclusion from Medicare,Medicaid or other governmental programs as well as civil and criminal penalties, including fines of $50,000 per violation and three timesthe amount of the unlawful remuneration. Imposition of any of these remedies could have a material adverse effect on our business, financialcondition and results of operations. In addition to a few statutory exceptions, the U.S. Department of Health and Human Services Officeof Inspector General, or OIG, has published safe-harbor regulations that outline categories of activities that are deemed protected fromprosecution under the Anti-Kickback Statute provided all applicable criteria are met. The failure of a financial relationship to meetall of the applicable safe harbor criteria does not necessarily mean that the particular arrangement violates the Anti-Kickback Statute.However, conduct and business arrangements that do not fully satisfy each applicable safe harbor may result in increased scrutiny by governmentenforcement authorities, such as the OIG.

False Claims Act

Both federal and state government agencies havecontinued civil and criminal enforcement efforts as part of numerous ongoing investigations of healthcare companies and their executivesand managers. Although there are a number of civil and criminal statutes that can be applied to healthcare providers, a significant numberof these investigations involve the federal False Claims Act. These investigations can be initiated not only by the government but alsoby a private party asserting direct knowledge of fraud. These “qui tam” whistleblower lawsuits may be initiated against anyperson or entity alleging such person or entity has knowingly or recklessly presented, or caused

to be presented, a false or fraudulentrequest for payment from the federal government or has made a false statement or used a false record to get a claim approved.In addition, the improper retention of an overpayment for 60days or more is also a basis for a False Claim Act action, even if theclaim was originally submitted appropriately. Penalties for False Claims Act violations include fines ranging from $5,500 to $11,000 foreach false claim, plus up to three times the amount of damages sustained by the federal government. A False Claims Act violation may providethe basis for exclusion from the federally-funded healthcare programs. In addition, some states have adopted similar fraud, whistleblowerand false claims provisions.

State Fraud and Abuse Laws

Severalstates in which we operate have also adopted similar fraud and abuse laws as described above. The scope of these laws and the interpretationsof them vary from state to state and are enforced by state courts and regulatory authorities, each with broad discretion. Some state fraudand abuse laws apply to items or services reimbursed by any third-party payor, including commercial insurers, not just those reimbursedby a federally-funded healthcare program. A determination of liability under such state fraud and abuse laws could result in fines andpenalties and restrictions on our ability to operate in these jurisdictions.

State and Federal Health Information Privacy and Security Laws

There are numerous U.S. federal and state lawsand regulations related to the privacy and security of personally identifiable information, or PII, including health information. In particular,HIPAA establishes privacy and security standards that limit the use and disclosure of protected health information, or PHI, and requirethe implementation of administrative, physical, and technical safeguards to ensure the confidentiality, integrity and availability ofindividually identifiable health information in electronic form. Since the effective date of the HIPAA Omnibus Final Rule on September23,2013, HIPAA’s requirements are also directly applicable to the independent contractors, agents and other “business associates”of covered entities that create, receive, maintain or transmit PHI in connection with providing services to covered entities. AlthoughCardio is a covered entity under HIPAA, Cardio is also a business associate of other covered entities when Cardio is working on behalfof our affiliated medical groups.

Violations of HIPAA may result in civil andcriminal penalties. The civil penalties range from $100 to $50,000 per violation, with a cap of $1.5million per year for violationsof the same standard during the same calendar year. However, a single breach incident can result in violations of multiple standards.Cardio must also comply with HIPAA’s breach notification rule. Under the breach notification rule, covered entities must notifyaffected individuals without unreasonable delay in the case of a breach of unsecured PHI, which may compromise the privacy, security orintegrity of the PHI. In addition, notification must be provided to the HHS and the local media in cases where a breach affects more than500 individuals. Breaches affecting fewer than 500 individuals must be reported to HHS on an annual basis. The regulations also requirebusiness associates of covered entities to notify the covered entity of breaches by the business associate.

State attorneys general also have the rightto prosecute HIPAA violations committed against residents of their states. While HIPAA does not create a private right of action thatwould allow individuals to sue in civil court for a HIPAA violation, its standards have been used as the basis for the duty of care instate civil suits, such as those for negligence or recklessness in misusing personal information. In addition, HIPAA mandates that HHSconduct periodic compliance audits of HIPAA covered entities and their business associates for compliance. It also tasks HHS with establishinga methodology whereby harmed individuals who were the victims of breaches of unsecured PHI may receive a percentage of the Civil MonetaryPenalty fine paid by the violator. In light of the HIPAA Omnibus Final Rule, recent enforcement activity, and statements from HHS, weexpect increased federal and state HIPAA privacy and security enforcement efforts.

HIPAA also required HHS to adopt national standardsestablishing electronic transaction standards that all healthcare providers must use when submitting or receiving certain healthcare transactionselectronically. On January16, 2009, HHS released the final rule mandating that everyone covered by HIPAA must implement ICD-10 formedical coding on October1, 2013, which was subsequently extended to October1, 2015 and is now in effect.

Many states in which we operate and in whichour patients reside also have laws that protect the privacy and security of sensitive and personal information, including health information.These laws may be similar to or even more protective than HIPAA and other federal privacy laws. For example, the laws of the State ofCalifornia, in which we operate, are more restrictive than HIPAA. Where state laws are more protective than HIPAA, we must comply withthe state laws we are subject to, in addition to HIPAA. In certain cases, it may be necessary to modify our planned operations and proceduresto comply with these more stringent state laws. Not only may some of these state laws impose fines and penalties upon violators, but alsosome, unlike HIPAA, may afford private rights of action to individuals who believe their personal information has been misused. In addition,state laws are changing rapidly, and there is discussion of a new federal privacy law or federal breach notification law, to which wemay be subject.

In addition to HIPAA, state health informationprivacy and state health information privacy laws, we may be subject to other state and federal privacy laws, including laws that prohibitunfair privacy and security practices and deceptive statements about privacy and security and laws that place specific requirements oncertain types of activities, such as data security and texting.

In recent years, there have been a number ofwell-publicized data breaches involving the improper use and disclosure of PII and PHI. Many states have responded to these incidentsby enacting laws requiring holders of personal information to maintain safeguards and to take certain actions in response to a data breach,such as providing prompt notification of the breach to affected individuals and state officials. In addition, under HIPAA and pursuantto the related contracts that we enter into with our business associates, we must report breaches of unsecured PHI to our contractualpartners following discovery of the breach. Notification must also be made in certain circumstances to affected individuals, federal authoritiesand others.

State Privacy Laws

Various states have enacted laws governing theprivacy of personal information collected and used by businesses online. For example, California adopted the California Consumer PrivacyAct of 2018 (“CCPA”), which went into effect on January 1, 2020 and was recently amended by the California Privacy RightsAct of 2020 which significantly modified the CCPA in ways that affect businesses. This law, in part, requires that companies make certaindisclosures to consumers via their privacy policies, or otherwise at the time the personal data is collected. We will have to determinewhat personal data it is collecting from individuals and for what purposes, and to update its privacy policy every 12 months to make therequired disclosures, among other things.

Prior Relationships of Cardio with Boustead Securities, LLC

Cardio previously entered into a Placement Agentand Advisory Services Agreement (the “Placement Agent Agreement”), dated April 12, 2021, between Cardio and Boustead Securities,LLC (“Boustead Securities”). This agreement was terminated in April 2022, when Cardio terminated the underlying agreementand plan of merger and accompanying escrow agreement after efforts to complete the transaction failed, despite several extensions of theclosing deadline.

Under the terminated Placement Agent Agreement,Cardio agreed to certain future rights in favor of Boustead Securities, including (i) a two-year tail period during which Boustead Securitieswould be entitled to compensation in the event Cardio were to close on a transaction (as defined in the Placement Agent Agreement) withany party that was introduced to Cardio by Boustead Securities; and (ii) a right of first refusal to act as our exclusive placement agentfor 24-months from the end of the term of the Placement Agent Agreement (the “right of first refusal”). Cardio has taken theposition that due to Boustead Securities’ failure to perform as contemplated by the Placement Agent Agreement, these provisionspurporting to provide future rights are null and void.

Boustead Securities responded to the terminationof the Placement Agent Agreement by disputing our contention that it had not performed under the Placement Agent Agreement because, amongother things, Boustead Securities had never sought out prospective investors. In its response, Boustead Securities included a list offunds that they had supposedly contacted on our behalf. While Boustead Securities’ contention appears to contradict earlier communicationsfrom Boustead Securities in which they indicated that they had not made any such contacts or introductions, Boustead Securities is currentlycontending that they are due success fees for two years following the termination of the Placement Agent Agreement on any transactionwith any person on the list of supposed contacts or introductions. Cardio strongly disputes this position. Notwithstanding the foregoing,Cardio has not consummated any transaction, as defined, with any potential party that purportedly was a contact of Boustead Securitiesin connection with the Placement Agent Agreement and has no plans to do so at any time during the tail period. No legal proceedings havebeen instigated by either party, and Cardio believes that the final outcome will not have a material adverse impact on its financial condition.

Legal Proceedings

There is no material litigation, arbitrationor governmental proceeding currently pending against Cardio or any members of its management in their capacity as such.

Facilities

Our corporate headquarters is located in Chicago,Illinois, which we rent as co-work space under an office service agreement for a monthly rental fee. We believe that these facilitiesare generally suitable to meet our current needs.

Employees

As of December 6, 2022, Cardio had four full-timeemployees and two part-time employees. In addition, Cardio also engages contractors and consultants as needed from time to time. Noneof our employees is represented by a labor union. We have not experienced any work stoppages. We believe that relations with our employeesare good.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIALCONDITION

AND RESULTS OF OPERATIONS

Unless the context requires otherwise, references to “Cardio,”“we,” “us,” “our” and “the Company” in this section are to the business and operationsof Cardio Diagnostics Holdings, Inc. and our consolidated subsidiaries following the Business Combination. In connection with the BusinessCombination, Cardio was determined to be the accounting acquirer. The following discussion and analysis should be read in conjunctionwith our audited annual and unaudited interim condensed consolidated financial statements and related notes thereto included elsewherein this prospectus. In addition to historical information, this discussion contains forward-looking statements that involve risks, uncertaintiesand assumptions that could cause actual results to differ materially from management’s expectations. You should read the “RiskFactors” section of this prospectus for a discussion of important factors that could cause actual results to differ materially fromthe results described in or implied by the forward-looking statements contained in the following discussion and analysis.

Overview

Cardio was formed to further develop and commercializea series of products for major types of cardiovascular disease and associated co-morbidities, including coronary heart disease (CHD),stroke, heart failure and diabetes, by leveraging our Artificial Intelligence (“AI”)-driven Integrated Genetic-EpigeneticEngine™. As a company, we aspire to give every American adult insight into their unique risk for various cardiovascular diseases.Cardio aims to become one of the leading medical technology companies for enabling improved prevention, early detection and treatmentof cardiovascular disease. Cardio is transforming the approach to cardiovascular disease from reactive to proactive and hope to acceleratethe adoption of Precision Medicine for all. We believe that incorporating Cardio’s solutions into routine practice in primary careand prevention efforts can help alter the trajectory that nearly one in two Americans is expected to develop some form of cardiovasculardisease by 2035.

Cardiobelieves it is the first company to develop and commercialize epigenetics-based clinical tests for cardiovascular disease that have clearvalue propositions for multiple stakeholders including (1) patients, (2) clinicians, (3) hospitals/health systems, (4) employers and (5)payors. According to the CDC, epigenetics is the study of how a person’sbehaviors and environment can cause changes that affect the way a person’s genes work. Unlike genetic changes, epigenetic changesare reversible and do not change one’s DNA sequence, but they can change how a person’s body reads a DNA sequence.

Cardio’s ongoing strategy for expandingits business operations includes the following:

Cardio was founded in 2017 in Coralville, Iowa,by Meeshanthini (Meesha) Dogan, PhD, and Robert (Rob) Philibert, MD PhD (the “Founders”). It was formed in January 2017 asan Iowa limited liability company and was subsequently incorporated as a Delaware C-Corp in September 2019.

Recent Developments

The Business Combination

On October 25 2022, after the end of the periodcovered by this discussion and analysis, we consummated the Business Combination. Pursuant to the Business Combination Agreement, MergerSub merged with and into Legacy Cardio, with Legacy Cardio surviving the merger and becoming a wholly-owned direct subsidiary of Mana.Thereafter, Merger Sub ceased to exist and Mana was renamed Cardio Diagnostics Holdings, Inc. Cardio is deemed the accounting acquirer,which means that Legacy Cardio’s financial statements for previous periods will be disclosed in our future periodic reports filedwith the SEC.

The Business Combination is beingaccounted for as a reverse recapitalization. Under this method of accounting, Mana is treated as the acquired company forfinancial statement reporting purposes. See “Unaudited Pro Forma Condensed Combined Financial Information.”

As a result of becoming a publicly traded company,we will need to hire additional personnel and implement procedures and processes to address public company regulatory requirements andcustomary practices. We expect to incur additional annual expenses as a public company for, among other things, directors’ and officers’liability insurance, director fees and additional internal and external accounting and legal and administrative resources, including increasedaudit and legal fees. We expect that we will need substantial additional funding to support our continuing operations and to pursue ourlong-term development strategy. We may seek additional funding through the issuance of Common Stock or other equity or debt financings,which could include PIPE and/or equity line of credit transactions, or from other sources. The amount and timing of our future fundingrequirements will depend on many factors, including the pace and results of our development efforts for our current pipeline of productsand other research, development, manufacturing and commercial activities.

In connection with the BusinessCombination, prior to Closing, Mana’s public stockholders exercised their right to redeem 6,465,452 shares of Common Stock,which constituted approximately 99.5% of the shares with redemption rights, for cash at a redemption price of approximately $10.10per share, for an aggregate redemption amount of $65,310,892. The shares of CommonStock being offered for resale pursuant to this prospectus by the Selling Securityholders represent approximately 46.6% of sharesoutstanding as of January 12, 2023 (assuming no exercise of outstanding Warrants and Options). Given the substantial numberof shares of Common Stock being registered for potential resale by Selling Securityholders pursuant to this prospectus, the sale ofshares by the Selling Securityholders, or the perception in the market that the Selling Securityholders of a large number of sharesintend to sell shares, could increase the volatility of the market price of our Common Stock or result in a significant decline inthe public trading price of our Common Stock.

COVID-19 Impact

The global COVID-19 pandemic continues to evolve.The extent of the impact of the COVID-19 pandemic on Cardio’s business, operations and development timelines and plans remains uncertainand will depend on certain developments, including the duration and spread of the outbreak and its impact on Cardio’s developmentactivities, third-party manufacturers, and other third parties with whom Cardio does business, as well as its impact on regulatory authoritiesand Cardio’s key scientific and management personnel.

The ultimate impact of the COVID-19 pandemicis highly uncertain and subject to change. To the extent possible, Cardio is conducting business as usual, with necessary or advisablemodifications to employee travel and with certain of its employees working remotely all or part of the time. Cardio will continue to activelymonitor the evolving situation related to COVID-19 and may take further actions that alter our operations, including those that federal,state or local authorities may require, or that we determine in the best interests of our employees and other third parties with whomwe do business. At this point, the extent to which the COVID-19pandemic may affect our future business, operations and development timelinesand plans, including the resulting impact on Cardio’s expenditures and capital needs, remains uncertain.

Results of Operations

Net Loss Attributable to CDI

Cardio’snet loss attributable for the three months ended September 30, 2022 was $1,150,875as compared to $193,751 for the three months ended September 30, 2021, an increase of $957,124.

Sales and Marketing

Expenses related to sales and marketing forthe three months ended September 30, 2022 were $16,369 as compared to $44,825for the three months ended September30, 2021, a decrease of $28,459. The overall decrease was due to a decrease in sales and marketing related to the launching ofour first product, Epi+Gen CHD™ in January 2021.

Research and Development

Researchand development expense for three months ended September 30, 2022, was $3,190 as compared to $87,451 for the three months endedSeptember 30, 2021, a decrease of $84,261. The decrease was attributable to laboratory runs performed in the 2021 period, whereas lesslaboratory runs were performed in the corresponding period in 2022.

General and Administrative Expenses

Generaland administrative expenses for the three months ended September 30, 2022, were $1,127,316 as compared to $57,457 for thethree months ended September 30, 2021, an increase of $1,069,859. The overall increase is primarily due to an increase in personnel andlegal and accounting expenses related to financing and merger transactional activity.

Amortization

Amortizationexpense for the three months ended September 30, 2022 was $4,000 as compared to $4000 for the three months endedSeptember 30, 2021. The total amortization expense includes the amortization of intangible assets.

Comparison of the Nine Month Periods Ended September 30, 2021 andSeptember 30, 2022

Thefollowing table summarizes Cardio’s consolidated results of operationsfor the nine month periods ended September 30, 2021 and 2022, respectively:

Net Loss Attributable to CDI.

Cardio’snet loss attributable for the nine months ended September 30, 2022 was $2,282,928as compared to $429,477 for the nine months ended September 30, 2021, an increase of $1,854,451.

Sales and Marketing

Expenses related to sales and marketing forthe nine months ended September 30, 2022 were $ 65,573 as compared to $65,099for the nine months ended September 30, 2021, a increase of $474. Sales and marketingexpenses for the nine months ended September 30, 2021 related to the launchingof our first product, Epi+Gen CHD™ in January 2021 whereas nine months ended September 30, 2022 relate to new sales and marketinginitiatives.

Research and Development

Researchand development expense for nine months ended September 30, 2022 was $9,361 as compared to $ 87,451 for the nine months endedSeptember 30, 2021, a decrease of $78,090. The decrease was attributable to laboratory runs performed in the 2022 period, being less thanlaboratory runs were performed in the corresponding period in 2021.

General and Administrative Expenses

Generaland administrative expenses for the nine months ended September 30, 2022 were $2,083,460 as compared to $264,927 for thenine months ended September 30, 2021, an increase of $1,818,533. The overall increase is primarily due to an increase in personnel andlegal and accounting expenses related to financing and merger transactional activity.

Amortization

Amortizationexpense for the nine months ended September 30, 2022 was $12,000 as compared to $12,000 for the nine months endedSeptember 30, 2021. The total amortization expense includes the amortization of intangible assets.

Other Expenses

Other expense for the nine months ended September 30,2022 was $112,534. This amount was attributable to financing and acquisition-related expenses incurred in 2022, while there was no activityin the corresponding 2021 period related to possible acquisitions.

Comparison of the Years Ended December31, 2020 and December 31, 2021

Thefollowing table summarizes Cardio’s consolidated results of operationsfor the years ended December 31, 2020 and 2021, respectively:

Net Loss Attributable to Cardio

The net loss attributable to Cardio for the year endedDecember 31, 2021 was $620,448 as compared to $605,164 for the year ended December 31, 2020, an increase of $ 15,284.

Sales and Marketing

Expenses related to sales and marketing forthe year ended December 31, 2021 were $103,318 as compared to $5,476 for the year endedDecember 31, 2020, an increase of $97,842. The overall increase was due to the sales and marketing related to the launching of our firstproduct, Epi+Gen CHD^TM in January 2021.

Research and Development

Research anddevelopment expense for the year ended December 31, 2021 was $31,468 as compared to $1,500 for the year ended December 31, 2020. The increasewas attributable to laboratory runs performed.

General and Administrative Expenses

Generaland administrative expenses for the year ended December 31, 2021, were $470,563 as compared to $591,521 forthe year ended December 31, 2020, a decrease of $120,958. The overall decrease is primarily due to a shift in consulting expenses to salesand marketing and research and development.

Amortization

Amortization expensefor the year ended December 31, 2021 was $16,000 as compared to $10,667 for the year ended December 31, 2020. The total amortization expenseincludes the amortization of intangible assets.

Liquidity and Capital Resources

Since Cardio’s inception, we have financedour operations almost exclusively with the proceeds from outside invested capital. TheCompany has had, and expects that it will continue to have, an ongoing need to raise additional cash from outside sources to fund itsoperations and expand its business. If we are unable to raise additional capital when desired, our business, financial condition and resultsof operations would be harmed. Successful transition to attaining profitable operations depends upon achieving a level of revenue adequateto support the combined companies.

We received less proceeds from the BusinessCombination than we initially expected. The projections that we prepared in June 2022 in connection with the Business Combination assumedthat we would receive at least an aggregate of $15 million in capital from the Business Combination and the Legacy Cardio private placementsconducted in 2022 prior to the Business Combination. This base amount anticipated at least $5.0 million in proceeds remaining in the TrustAccount following payment of the requested redemptions. At Closing, we received no funds from the Trust Account due to higher than expectedredemptions by Mana public stockholders and higher than expected expenses in connection with the Business Combination and residual Manaexpenses. Accordingly, we have less cash available to pursue our anticipated growth strategies and new initiatives than we projected.This has caused, and may continue to cause, significant delays in, or limit the scope of, our planned acquisition strategy and our plannedproduct expansion timeline. Our failure to achieve our projected results could harm the trading price of our securities and our financialposition, and adversely affect our future profitability and cash flows.

Because of the extremely high rate of redemptionsby Mana public stockholders in connection with the Business Combination and higher than anticipated transaction costs, we have no TrustAccount proceeds available to pursue our anticipated growth strategies and new initiatives, including our acquisition strategy. This hashad a material impact on our projected estimates and assumptions and actual results of operations and financial condition. We currentlyexpect our actual 2022 results to differ materially from the projections Legacy Cardio provided to Mana in connection with its evaluationof the Business Combination. Specifically, we have recorded no revenue in 2022 compared to the $784,250 in projected revenue for 2022.It is likely that revenue in 2023 will also fall short of the projections. Nevertheless, we believe that the fundamental elements of ourbusiness strategy remain unchanged, although the scale and timing of specific initiatives have been temporarily negatively impacted asa result of having significantly less than anticipated capital on hand following the Business Combination.

Weexpect that working capital requirements will continue to be funded through a combination of existing funds and further issuancesof securities. Working capital requirements are expected to increase in line with the growth of the business. Existing working capital,further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund operations over the next 12 months.Cardio has no lines of credit or other bank financing arrangements. We have financed operations to date through the proceeds of privateplacements of equity and debt instruments. In connection with our business plan, management anticipates additional increases inoperating expenses and capital expenditures relating to: (i) developmental expenses associated with a start-up business and (ii) marketingexpenses. Cardio intends to finance these expenses with further issuances of securities and debt issuances. Thereafter, we expect we willneed to raise additional capital and generate revenues to meet long-term operating requirements. If we raise additional funds throughthe issuance of equity or convertible debt securities, the percentage ownership of our equity holders could be significantly diluted,and these newly-issued securities may have rights, preferences or privileges senior to those of existing equity holders. If we raise additionalfunds by obtaining loans from third parties, the terms of those financing arrangements may include negative covenants or other restrictionson our business that could impair our operating flexibility and also require us to incur interest expense.

We are currently in discussion with a thirdparty regarding the feasibility of entering into an equity line of credit transaction. We can provide no assurance that this financingwill be consummated, or that any other additional financing will be available upon acceptable terms, or at all. The substantial numberof shares of our Common Stock registered for resale in the registration statement of which this prospectus is a part could impair ourability to obtain additional capital. If adequate funds are not available or are not available on acceptable terms, the Company may notbe able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict businessoperations.

The exercise prices of our currentlyoutstanding Warrants range from a high of $11.50 to a low of $3.90 per share of Common Stock. We believe the likelihood thatwarrantholders will exercise their Warrants and therefore the amount of cash proceeds that we might receive, is dependent upon thetrading price of our Common Stock, the last reported sales price for which was $1.36 on January 12, 2023. If the trading price ofour Common Stock is less than the respective exercise prices of our outstanding Warrants, we believe holders of our Public Warrants,Sponsor Warrants and Private Placement Warrants will be unlikely to exercise their Warrants. There is no guarantee that the Warrantswill be in the money prior to their respective expiration dates, and as such, the Warrants may expire worthless and we may receiveno proceeds from the exercise of Warrants. Given the current differential between the trading price of our Common Stock and theWarrant exercise prices, we are not making strategic business decisions based on an expectation that we will receive any cash fromthe exercise of Warrants. However, we will use any cash proceeds received from the exercise of Warrants for general corporate andworking capital purposes, which would increase our liquidity. We will continue to evaluate the probability of Warrant exercises andthe merit of including potential cash proceeds from the exercise of the Warrants in our future liquidity projections.

Nine Months Ended September30, 2022

Cash at September30, 2022 totaled $8,964,008 as compared to $512,767 at December 31, 2021, an increase of $8,451,241.

Cash used in operating activities for the nine monthsended September 30, 2022, was $1,970,703, as compared to $373,545 for the nine months ended September 30, 2021. The cash used in operationsduring the nine months ended September 30, 2022, is a function of net loss of $2,282,928, adjusted for the following non-cash operatingitems: amortization of $12,000 and $112,534 in acquisition related expense, offset by a decrease in accounts receivable of $901, an increasein notes receivable of $433,334, an increase of $39,569 in prepaid expenses and other current assets, an increase in deposits of $4,950and an increase of $231,309 in accounts payable and accrued expenses.

Cash used in investing activities for the nine monthsended September 30, 2022, was $365,489 compared to $318,748 for the nine months ended September 30, 2021. The cash used in investing activitiesfor the nine months ended September 30, 2022 was due to $137,466 repayment of deposit for acquisition, $433,3334 payments for notes receivableand $69,621 in patent costs incurred.

Cash provided by financing activities for the ninemonths ended September 30, 2022, was $10,787,433 as compared to $1,135,000 for the nine months ended September 30, 2021. This change wasdue to $11,986,037 in proceeds from the sale of common stock, offset by $1,198,604 in placement agent fees, during the nine months endedSeptember 30, 2022.

Year Ended December 31, 2021

Cash at December 31, 2021 totaled$512,767 as compared to $237,087 at December 31, 2020, an increase of $275,680.

Cash used in operating activities for the year endedDecember 31, 2021 was $585,291, as compared to cash provided by operating activities of $25,859 for the year ended December 31, 2020.The cash used in operations during the year ended December 31, 2021 is a function of net loss of $620,448, adjusted for the followingnon-cash operating items: amortization of $16,000, stock based compensation of $60,000, offset by an increase of $31,009 in prepaid expensesand other current assets, and an increase of $901 in accounts receivable, and a decrease of $5,654 in accounts payable and accrued expenses.

Cash used in investing activities for the year endedDecember 31, 2021 was $364,029 as compared to $29,910 for the year ended December 31, 2020. This change was primarily due to $250,000deposit for acquisition and $114,029 in patent costs incurred.

Cashprovided by financing activities for the year ended December 31, 2021 was $1,225,000 as compared to $240,000 for the year endedDecember 31, 2020. This change was primarily due to $1,225,000 in proceeds from the sale of common stock.

Going Concern and Management’s Plans

Year Ended December31, 2021

The consolidated financial statements have beenprepared on a going concern basis, which contemplates the realization of assets and thesatisfaction of liabilities in the normal course of business. The Company has not generated significant revenue since inception and hasan accumulated deficit of $1,330,561 at December 31, 2021. These factors, among others, raise substantial doubt about the ability of theCompany to continue as a going concern for the next 12 months from the date that the financial statements are issued. Management’splans and assessment of the probability that such plans will mitigate and alleviate any substantial doubt about the Company’s abilityto continue as a going concern, is dependent upon the ability to attain funding to secure additional resources to generate sufficientrevenues and increased margin, which without these represent the principal conditions that raise substantial doubt about our ability tocontinue as a going concern.

Asa result of the spread of the COVID-19 coronavirus, economic uncertainties have arisen which are likely to negatively impact operations.Other financial impact could occur though such potential impact is unknown at this time. A pandemic typically results in social distancing,travel bans and quarantine, and this may limit access to our facilities, customers, management, support staff and professionaladvisors. These factors, in turn, may not only impact our operations, financial condition and demand for our goods and services but ouroverall ability to react timely to mitigate the impact of this event.

The Company expects that working capital requirementswill continue to be funded through a combination of its existing funds and further issuances of securities. Working capital requirementsare expected to increase in line with the growth of the business. Existing workingcapital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund operations over the next12 months. See “Cardio’s Business – Cardio’s Plans and Usesof Proceeds” for information on Cardio’s plans and goals and how it currently anticipates using the proceeds from its2022 private placements and the Business Combination, assuming differing redemption scenarios.

The Company hasno lines of credit or other bank financing arrangements. The Company has financedoperations to date through the proceeds of a private placement of equity and debt instruments. In connection with the Company’sbusiness plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) developmentalexpenses associated with a start-up business and (ii) marketing expenses. The Company intends to finance these expenses with further issuancesof securities, and debt issuances. Thereafter, the Company expects it will need to raise additional capital and generate revenues to meetlong-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to current stockholders.Further, such securities might have rights, preferences or privileges senior to common stock. Additional financing may not be availableupon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, the Company may not beable to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict businessoperations.

The consolidated financial statements do notinclude any adjustments relating to the recoverability and classification of recordedasset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a goingconcern.

Contractual Obligations and Commitments

The following summarizesCardio’s contractual obligations as of September 30, 2022 and the effectsthat such obligations are expected to have on its liquidity and cash flows in future periods:

Deposit For Acquisition

On April 14, 2021, the Company deposited $250,000with an escrow agent in connection with a planned business acquisition. The Companysubsequently decided to terminate the acquisition and entered a settlement agreement with the counterparty. The Company recorded expensesof $112,534 in connection with the termination, and the balance of the amount held in escrow was returned to the Company.

Related Party Transactions

The Company reimburses Behavioral Diagnostic,LLC (“BDLLC”), a company owned by its Chief Medical Officer for a portion of the salariesof the Company’s CEO and its Chief Technology Officer, who is the husband of the CEO. Payments to BDLLC for salaries totaled $83,767and $0 for the nine months ended September 30, 2021 and 2022, respectively.

The following summarizes CDI’s contractualobligations as of December 31, 2021 and the effects that such obligations are expected to have on CDIs liquidity and cash flows in futureperiods:

Stock to Be Issued

Stock to beissued consists of Simple Agreements for Future Equity (“SAFE”) issued to accredited investors with balances of $0 and $346,471at December 31, 2021 and 2020, respectively. Each SAFE is convertible upon the occurrence of certain events as follows:

Equity Financing: If there is an equityfinancing before the termination of the SAFE, on the initial closing of such equity financing, the SAFE will automatically convert intothe number of SAFE preferred stock equal to the purchase amount divided by the discount price. The discount price is the lowest priceper share of the standard preferred stock sold in the equity financing multiplied by the discount rate of 85%.

Liquidity Event: If a liquidity eventoccurs before the termination of the SAFE, the SAFE will automatically be entitled to receive a portion of the proceeds due and payableto the investor immediately prior to, or concurrent with the consummation of such liquidity event, equal to the greaterof (i) the purchase amount (the “Cash-out Amount”) or (ii) the amount payable on the number of shares of common stock equalto the purchase amount divided by the liquidity price (“the Conversion Amount”).

Dissolution Event: If there is a dissolutionevent before the termination of the SAFE, the investor will automatically be entitled to receive a portion of proceeds equalto the Cash-out Amount, due and payable to the investor immediately prior to the consummation of the dissolution event.

Each SAFE will automatically terminate immediatelyfollowing the earliest of (i) the issuance of capital stock to the investor pursuant to the automatic conversion ofthe SAFE pursuant to an equity financing, or (ii) the payment, or setting aside for payment of amounts due the investor pursuant to aliquidity event or dissolution event.

Related Party Transactions

Included in convertible notes payable are notespayable due to related parties of $221,471 and $0 as of December 31, 2020 and 2021, respectively.

The Company reimburses Behavioral Diagnostic,LLC (“BDLLC”), a company owned by its Chief Medical Officer for salaries of the Company’s CEO and its senior data scientist,who is the husband of the CEO. Payments to BDLLC for salaries totaled $116,105 and $79,920 for the years ended December 31, 2020 and 2021,respectively.

Research and development laboratory runs areperformed on a fee-for-service basis at the Chief Medical Officer’s academic laboratory at the University of Iowa. Payments forthese services totaled $1,500 and $0 for the years ended December 31, 2020 and 2021, respectively.

Critical Accounting Policies and Significant Judgments and Estimates

Cardio’s consolidated financial statementsare prepared in accordance with GAAP in the UnitedStates. The preparation of its consolidated financial statementsand related disclosures requires it to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue,costs and expenses, and the disclosure of

contingent assets and liabilities in Cardio’s financial statements. Cardio bases its estimateson historical experience, known trends and events and various other factors that it believes are reasonable under the circumstances, theresults of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparentfrom other sources. CDI evaluates its estimates and assumptions on an ongoing basis. Cardio’s actual results may differ from theseestimates under different assumptions or conditions.

While Cardio’s significant accountingpolicies are described in more detail in Note 2 to its consolidated financial statements, Cardio believes that the followingaccounting policies are those most critical to the judgments and estimates used in the preparation of its consolidated financial statements.

Principles of Consolidation

The consolidated financial statements includethe accounts of the Company and its wholly owned-subsidiary, Cardio Diagnostics, LLC.All intercompany accounts and transactionshave been eliminated.

Use of Estimates inthe Preparation of Financial Statements

The preparation of financial statements in conformitywith generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts ofassets and liabilities and disclosure of contingent assets and liabilities atthe date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. Actual resultscould differ from those estimates.

Fair Value Measurements

The Company adopted the provisions of ASC Topic820, Fair Value Measurements and Disclosures, which defines fair value as used in numerous accounting pronouncements, establishesa framework for measuring fair value and expands disclosure of fair value measurements.

The estimated fair value of certain financialinstruments, including cash and cash equivalents, accounts payable and accrued expenses are carried at historical cost basis, which approximatestheir fair values because of the short-term nature of these instruments. The carrying amounts of our short- and long-term credit obligationsapproximate fair value because the effective yields on these obligations, whichinclude contractual interest rates taken together with other features such as concurrent issuances of warrants and/or embedded conversionoptions, are comparable to rates of returns for instruments of similar credit risk.

ASC 820 defines fair value as the exchange pricethat would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for theasset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair valuehierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuringfair value. ASC 820 describes three levels of inputs that may be used to measure fair value:

Level 1 – quoted prices in active marketsfor identical assets or liabilities

Level 2 – quoted prices for similar assetsand liabilities in active markets or inputs that are observable

Level 3 – inputs that are unobservable(for example cash flow modeling inputs based on assumptions)

Revenue Recognition

The Company willhost its product, Epi+Gen CHD™ on InTeleLab’s Elicity platform (the “Lab”). The Lab collects payments from patientsupon completion of eligibility screening. Patients then send their samples to MOgene, a high complexity CLIA lab, which perform the biomarkerassessments. Upon receipt of the raw biomarker data from MOgene, the Companyperforms all quality control, analytical assessments and report generation and shares test reports with the Elicity healthcare providervia the Elicity platform. Revenue is recognized upon receipt of payments from the Lab for each test at the end of each month.

TheCompany will account for revenue under (“ASU”) 2014-09, “Revenue from Contracts with Customers (Topic 606)”, usingthe modified retrospective method. The modified retrospective adoption used by the Company did not result in a material cumulativeeffect adjustment to the opening balance of accumulated deficit.

The Company determines the measurement of revenueand the timing of revenue recognition utilizing the following core principles:

1. Identifying the contractwith a customer;

2. Identifying the performanceobligations in the contract;

3. Determining the transactionprice;

4. Allocating the transactionprice to the performance obligations in the contract; and

5. Recognizing revenuewhen (or as) the Company satisfies its performance obligations.

Patent Costs

Cardio accounts for patents in accordance withASC 350-30, General Intangibles Other than Goodwill. The Company capitalizes patent costs representing legal fees associated withfiling patent applications and amortize them on a straight-line basis. The Companyare in the process of evaluating its patents' estimated useful life and will begin amortizing the patents when they are brought to themarket or otherwise commercialized.

Stock-Based Compensation

Cardio accounts for its stock-based awards grantedunder its employee compensation plan in accordance with ASC Topic No. 718-20, Awards Classified as Equity, which requires the measurementof compensation expense for all share-based compensation granted to employeesand non-employee directors at fair value on the date of grant and recognition of compensation expense over the related service periodfor awards expected to vest.The Company uses the Black-Scholes option pricing model to estimate the fair value of its stock optionsand warrants. The Black-Scholes option pricing model requires the input of highly subjective assumptions including the expected stockprice volatility of the Company’s common stock, the risk free interest rate at the date of grant, the expected vesting term of thegrant, expected dividends, and an assumption related to forfeitures of such grants. Changes in these subjective input assumptions canmaterially affect the fair value estimate of the Company’s stock options and warrants.

MANAGEMENT

Management and Board of Directors

The following table sets forth certain information,including ages as of January 12, 2023, of our executive officers and members of the Board of Directors.

Executive Officers

The following is a brief biography of each ofour executive officers:

Meeshanthini Dogan has served as ourChief Executive Officer and a director since inception. Together with Dr. Philibert, she isthe Co-Founder of Cardio, with over 10 years’ experience in bridging medicine, engineering and artificial intelligence towards buildingsolutions to fulfill unmet clinical needs such as in cardiovascular disease prevention. Coming from a family with a two-generation historyof heart disease and having worked for an extensive time interacting with those affected by heart disease, she understands the pain pointsand founded Cardio Diagnostics to help prevent others from experiencing its devastating impacts. Dr. Dogan is a pioneer in artificialintelligence/machine learning-driven integrated genetic-epigenetic approaches, which includes highly cited publications, and platformpresentations at the American Heart Association and American Society of Human Genetics. She co-invented the patent-pending IntegratedGenetic-Epigenetic Engine™ of Cardio Diagnostics (European Patent Granted in March 2021). In 2017, Dr. Dogan founded Cardio Diagnosticsto commercialize this technology through a series of clinical tests towards making heart disease prevention and early detection more accessible,personalized and precise. Under her leadership, the company was awarded the prestigious One To Watch award in 2020 by Nature and Merck,has worked its way to become a technology leader in cardiovascular diagnostics, introduced its first product for marketing testing inJanuary 2021, secured both dilutive and non-dilutive funding and key relationships with world renowned healthcare organizations and keyopinion leaders. Dr. Dogan holds a PhD degree in Biomedical Engineering and BSE/MS degrees in Chemical Engineering from University ofIowa. She was named FLIK Woman Entrepreneur to Watch in 2021.

Robert Philibert has served as our ChiefMedical Officer and as a director since inception. Together with Dr. Dogan, he is a co-founder of Cardio. Dr. Philibert graduated fromthe University of Iowa Medical Scientist Training Program and completed a residency in Psychiatry at the University of Iowa. Between 1993and 1998, he completed a Pharmacology Research Training Program (PRAT) Fellowship and a Staff Fellowship at the National Institutes ofHealth while also serving in the United States Uniformed Public Health Service. In late 1998, he returned to the University ofIowa where he now is a Professor of Psychiatry, with joint appointments in Neuroscience, Molecular Medicine and Biomedical Engineering.He has published over 170 peer reviewed manuscripts and is the recipient of numerous NIH grant awards and both national and internationalpatents for his pioneering work in epigenetics. In particular, he is credited with discovering the epigenetic signatures for cigaretteand alcohol consumption. In 2009, he founded Behavioral Diagnostics LLC, a leading provider of epigenetic testing services which has introducedtwo epigenetic tests, Smoke Signature^© and Alcohol Signature™ to the commercial market. Simultaneously, he has licensedrelated non-core technologies to manufacturing partners while developing an ecosystem of key complementary service providers in the clinicaldiagnostics space.

Elisa Luqman hasserved as our Chief Financial Officer since March 2021. In March 2021, Cardio and Ms. Luqman entered into a consulting agreement underwhich she was retained to provide services in connection with a potential merger transaction. Since April 2022, Ms. Luqman has also beenserving as Chief Legal Officer (SEC) for Nutex Health, Inc. (“Nutex”), a physician-led, technology-enabled healthcare servicescompany. She attained that position upon the closing of a merger transaction in which her employer, Clinigence Holdings, Inc. ("Clinigence"),was the surviving entity. She served as the Chief Financial Officer, Executive Vice President Finance and General Counsel of Clinigencefrom October 2019 until the merger. She also served as a director of Clinigence from October 2019 to February 2021. At Clinigence, Ms.Luqman was responsible for maintaining the corporation’s accounting records and statements, preparing its SEC filings and overseeingcompliance requirements. She was an integral member of the Clinigence team responsible for obtaining the company’s NASDAQ listingand completing the reverse merger with Nutex. At Nutex Ms. Luqman continues to be responsible for preparing its SEC filings and overseeingcompliance requirements. Ms. Luqman co-founded bigVault Storage Technologies, a cloud- based file hosting company acquired by Digi-DataCorporation in February 2006. From March 2006 through February 2009, Ms. Luqman was employed as Chief Operating Officer of the Vault ServicesDivision of Digi-Data Corporation, and subsequently during her tenure with Digi-Data Corporation she became General Counsel for the entirecorporation. In that capacity she was responsible for acquisitions, mergers, patents, customer, supplier, and employee contracts, andworked very closely with Digi-Data’s outside counsel firms. In March 2009, Ms. Luqman rejoined iGambit Inc. (“IGMB”)as Chief Financial Officer and General Counsel. Ms. Luqman has overseen and been responsible for IGMB’s SEC filings, FINRA filingsand public company compliance requirements from its initial Form 10 filing with the SEC in 2010 through its reverse merger with ClinigenceHoldings, Inc. in October 2019. Ms. Luqman received a BA degree, a JD in Law, and an MBA Degree in Finance from Hofstra University. Ms.Luqman is a member of the bar in New York and New Jersey.

Timur Dogan hasserved as our Chief Technology Officer since May 2022. He has been employed by Cardio since August 2019, after obtaining his Ph.D., andwas serving as its Senior Data Scientist until he was promoted to CTO. Dr. Dogan was instrumental in developing and advancing the IntegratedGenetic-Epigenetic Engine™ that is at the core of Cardio Diagnostics’cardiovascular solutions. Along with the founding team, he is the co-inventor of two patent-pending technologies in cardiovascular diseaseand diabetes. He holds a joint B.S.E./M.S. and Ph.D. degrees in Mechanical Engineering from the University of Iowa where he researchedcomplex fluid flows. He developed machine learning models on high-performance computing systems using a mixture of low and high-fidelitynumerical simulations and experiments to draw insights from non-linear physics.

Khullani Abdullahi has served as ourVice President of Revenue and Strategy since May 2022. In July 2020, Ms. Abdullahi began working with Cardio as a consultant, where shewas a member of the advisory board as a go-to-market and growth advisor and provided other services as mutually agreed upon. After twoyears as an advisor, in May 2022, she joined Cardio full-time to lead the sales, marketing, and customer success teams. Ms. Abdullahihas more than ten years of experience as a revenue and sales strategist, helping clients and companies develop and execute aggressivecustomer-acquisition campaigns, services she provides to various clients through Episteme X, her consulting company. She has led commercialization,pricing, and monetization strategies and scaled revenue teams in healthcare and biotech. As a data-driven account-based marketing revenuestrategist, her methods

emphasize identifying all relevant contacts across the total addressable target market to drive defensive marketpenetration growth. Ms. Abdullahi holds a BA in Philosophy from Carleton College and a Juris Doctor from the University of Minnesota LawSchool.

Non-Employee Members of the Board of Directors

The following is a brief biography of each ofour non-employee directors:

Warren Hosseinion, MD has served asthe Company’s Non-Executive Chairman of the Board since the consummation of the Business Combination in October 2022. He was LegacyCardio’s Non-Executive Chairman of the Board since May 2022 and was on Legacy Cardio’s Board of Directors since November2020. In March 2021, Cardio and Dr. Hosseinion entered into a consulting agreement under which he was retained to provide services inconnection with a potential merger transaction. He is also currently the President and a director of Nutex, positions he has held sinceApril 2022. Dr. Hosseinion is a Co-Founder of Apollo Medical Holdings, Inc. (Nasdaq: AMEH) and served as a member of the Board of Directorsof Apollo Medical Holdings, Inc. since July 2008, the Chief Executive Officer of Apollo Medical Holdings,Inc. from July 2008 to December 2017, and the Co-Chief Executive Officer of Apollo Medical Holdings, Inc. from December 2017 to March2019. In 2001, Dr. Hosseinion co-founded ApolloMed. Dr. Hosseinion received his B.S. in Biology from the University of San Francisco,his M.S. in Physiology and Biophysics from the Georgetown University Graduate School of Arts and Sciences, his Medical Degree from theGeorgetown University School of Medicine and completed his residency in internal medicine from the Los Angeles County-University of SouthernCalifornia Medical Center.

James Intrateris the director nominee named by Mana and began his term upon Closing of the Business Combination in October 2022. Mr. Intrateris a senior materials and process engineer with over 35 years of professional experience. He has worked in both commercial product developmentand on Federal R&D projects, including work for NASA, the U.S. Department of Defense, and the U.S. Department of Energy. Since June2014, Mr. Intrater has served as the president of IntraMont Technologies, a consumer health productsdevelopment company. In addition, since May 2020, he has also provided engineering consultancy services for Falcon AI, a private investmentfirm to evaluate potential portfolio investments. Mr. Intrater has published numerous technical works and reports for various agenciesof the federal government and in technical journals and is listed as holder or co-holder of five patents, with another patent pending.Mr. Intrater received his Master of Science in Metallurgical Engineering from the University of Tennessee and a Bachelor of Sciencesin Ceramic Engineering from Rutgers University - College of Engineering.

Stanley K. Lau, MD hasserved as a member of the Company’s Board of Directors since consummation of the Business Combination in October 2022. InSeptember 2006, Dr. Lau founded Synergy Imaging Center, San Gabriel, California, where he has held the position of Medical Director sinceinception. In addition, since November 1997, Dr. Lau has been affiliated with the Southern California Heart Centers, San Gabriel, California,which he founded. Earlier in his professional career, from November 1996 to November 1997, Dr. Lau served as an Assistant Professor inCardiology at Texas Tech University, and from August 1995 to November 1996, he provided cardiovascular consulting services at ChandraCardiovascular Consultant, PC, Sioux City, Iowa. Dr. Lau has the following clinical appointments at the Garfield Medical Center, MontereyPark, California: Director, Cardiac Structural Heart Program, Chairman of the Cardiovascular Committee, member of the Board of Directors,Los Angeles County certified ST-Elevation Myocardial Infarction (STEM) Program Director and Director of the Cardiac Catheterization Lab.Dr. Lau received his M.B.B.S (Bachelor of Medicine and Bachelor of Surgery) in 1984 from the University of New South Wales School of Medicine,Sydney, Australia. He received further training at the University of Southern California, specializing in diagnostic cardiac catheterization,coronary angioplasty, coronary artery stenting, intervascular ultrasound, renal and peripheral diagnostic angiograms and pacemaker implantation.He is board certified in interventional cardiology, cardiovascular disease, internal medicine, certification board of cardiovascular computertomography, echocardiography subspecialty, acute critical care echocardiography subspecialty, nuclear cardiology subspecialty and is boardcertified as a hypertension specialist. He also extensive experience in coronary CT Angiogram and Cardiac MRI. He has a level III (highest)Certification in CCTA by the Society of Cardiovascular Computed Tomography and a Level II Certification in Cardiac MR by the Society ofCardiovascular Magnetic Resonance, in addition to being board certified in Cardiovascular Disease, Internal Medicine,

Echocardiography, Nuclear Cardiology and as aHypertension Specialist. Dr. Lau also founded the structured heart program at Garfield Medical Center, recently implementing the TAVRprogram in 2017. Dr. Lau received his medical degree from the University of New South Wales School of Medicine in Sydney, Australia,and completed his Residency in Internal Medicine, Fellowship in Cardiology and Fellowship in Interventional Cardiology at the Universityof Southern California.

Oded Levy hasserved as a member of the Company’s Board of Directors since consummation of the Business Combination in October 2022. He isthe founder, president and managing partner of Blue Ox Healthcare Partners, (“Blue Ox”) a private equity firm based in NewYork City that invests growth capital in commercial-stage healthcare companies, with a focus on companies involved in precision health.Mr. Levy has over 30 years of experience in specialized healthcare investing inprivate equity, capital markets and asset management. He co-founded Blue Ox in 2009, leads origination and structuring of the firm’sinvestments, and chairs the Investment Committee. Prior to Blue Ox, he was a principal atOracle Partners, LP, a private investment firm specializing in public securities investing and merchant banking in the healthcare, bioscienceand related industries. Previously, he was Head Trader and a member of the Executive Committee at Genesis Merchant Group Securities (“GMGS”),a San Francisco-based investment bank. Mr. Levy was also Senior Vice President of Investments at Bering Holdings, Inc., the investmentarm of publicly traded MAXXAM, Inc. He began his career in 1987 as a corporate finance analyst at Bear, Stearns & Co. Inc. Mr. Levypreviously served on the boards of former Blue Ox investments, MedSave USA, as Executive Chairman, Delphi Behavioral Health Group andInfinity Funding. He holds an MBA in Finance and International Business and a BS in Computer and Information Systems from New York University.

Brandon Simhas served as a member of the Company’s Board of Directors since consummation of the Business Combination in October 2022. Heis the Co-Chief Executive Officer of Apollo Medical Holdings, Inc. where he is focused on transforming healthcare delivery for physiciansand patients. He is responsible for ApolloMed’s overall strategy, growth, operations, and technologyinnovation. Since joining ApolloMed in 2019, he has also served as Chief Operating Officer,Chief Technology Officer and Vice President of Engineering. Prior to joining ApolloMed, Mr. Sim served as Quantitative Researcher at CitadelSecurities from 2015 to 2019. From 2012 to 2015, Mr. Sim co-founded and served as Chief Technology Officer at Theratech, a medical devicecompany focused on developing a low-cost, simple-to-use patch for automated drug delivery. Mr. Sim was a member of the board of directorsof Clinigence Holdings, Inc. between October 2021 and April 2022. Mr. Simreceivedhis Master of Science in Computer Science and Engineering and Bachelor of Arts in Statistics and Physics, Magna Cum Laude with High Honors,from Harvard University.

Family Relationships

Otherthan Meeshanthini Dogan and Timur Dogan, who are wife and husband, there areno family relationships among our executive officers and directors.

INFORMATION ABOUT OUR BOARD OF DIRECTORSAND
CORPORATE GOVERNANCE

Corporate Governance

Cardio has structured its corporate governancein a manner that we believe closely aligns its interests with those of its stockholders. Notablefeatures of this corporate governance include:

Composition of the Board of Directors and Company Officers

Cardio’s business and affairs are managedunder the direction of our board of directors.

The Company’s board has seven directors. Theboard of directors will be elected each year at the annual meeting of stockholders.

The Company officers will be appointed by the boardof directors and serve at the discretion of the board of directors, rather than for specific terms of office. The board of directors isauthorized to appoint persons to the offices set forth in our bylaws as it deems appropriate. The Company’s bylaws provide thatour officers may consist of a Chairman of the Board, Chief Executive Officers, Chief Financial Officer, President, Vice Presidents, Secretary,Treasurer, Assistant Secretaries and such other offices as may be determined by the board of directors.

Director Independence

The Nasdaq listing standards require that a majorityof our Board of Directors be independent. An “independent director” is defined generally as a person who has no material relationshipwith the listed company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the company).The Company’s independent directors expect to have regularly scheduled meetings at which only independent directors are present.Any affiliated transactions will be on terms no less favorable to the Company than could be obtained from independent parties. The Company’sBoard of Directors will review and approve all affiliated transactions with any interested director abstaining from such review and approval.

Based on information provided by each director concerninghis or her background, employment and affiliations, the Board has determined that Brandon Sim, Stanley K. Lau, MD, Oded Levy and JamesIntrater, representing four of the Company’s seven directors, do not have a relationship that would interfere with the exerciseof independent judgment in carrying out the responsibilities of a director and that each of these directors is an “independent director”as defined under the listing standards of Nasdaq and applicable SEC rules. In making these determinations, the Company Board consideredthe current and prior relationships that each non-employee director has with the Company and all other facts and circumstances that theCompany Board deemed relevant in determining their independence, including the beneficial ownership of the Company capital stock by eachnon- employee director, and the transactions involving them. See “Certain Cardio Relationships and Related Persons Transactions.”

Board Committees

The standingcommittees of the Cardio Board consist of an audit committee, a compensation committee and a nominating and corporate governance committee.The board of directors may from time to time establish other committees.

Cardio’s chief executive officer and otherexecutive officers regularly report to the non-executive directors and the audit, the compensation and the nominating and corporate governancecommittees to ensure effective and efficient oversight of our activities andto assist in proper risk management and the ongoing evaluation of management controls.

Audit Committee

Cardio has an audit committee consisting ofOded Levy, James Intrater and Brandon Sim, with Mr. Levy serving as the chair of the committee. The Cardio Board has determined that eachmember of the audit committee qualifies as an independent director under the independence requirements of the Sarbanes-Oxley Act, Rule10A-3 under the Exchange Act and Nasdaq listing requirements. The Cardio Board has determined that Mr. Levy qualifies

as an “auditcommittee financial expert,” as defined in Item407(d)(5) of Regulation S-K, and that he possesses financial sophistication,as defined under the rules of Nasdaq.

The audit committee’sresponsibilities include, among other things:

The board ofdirectors has adopted a written charter for the audit committee that is available on our website.

Compensation Committee

Cardio has a compensation committee consistingof Stanley Lau, James Intrater and Oded Levey with Dr. Lau serving as chair of the committee. The Cardio Board has determined that eachmember of the compensation committee qualifies as an independent director under the independence requirements of the Sarbanes-Oxley Act,Rule 10A-3 under the Exchange Act and Nasdaq listing requirements.

The compensation committee’sresponsibilities include, among other things:

The board ofdirectors has adopted a written charter for the compensation committee that is available on our website.

Nominating and Corporate Governance Committee

Cardio has a nominating and corporate governancecommittee consisting of Brandon Sim, James Intrater and Stanley Lau, with Mr. Sim serving as chair of the committee. The Cardio Boardhas determined that each member of the nominating and corporate governance committee qualifies as an independent director under the independencerequirements of the Sarbanes-Oxley Act, Rule 10A-3 under the Exchange Act and Nasdaq listing requirements.

The nominating and corporate governance committee’sresponsibilities include, among other things:

The boardof directors has adopted a written charter for the nominating and corporate governance committee that is available on our website.

Guidelines for Selecting Director Nominees

The guidelines for selecting nominees generally providethat persons to be nominated:

The nominating and governance committee will considera number of qualifications relating to management and leadership experience, background and integrity and professionalism in evaluatinga person’s candidacy for membership on the Board of Directors. The nominating committee may require certain skills or attributes,such as financial or accounting experience, to meet specific board needs that arise from time to time and will also consider the overallexperience and makeup of its members to obtain a broad and diverse mix of board members. The nominating committee does not distinguishamong nominees recommended by stockholders and other persons.

Code of Ethics

The Company has adopted a written code of businessconduct and ethics that applies to its principal executive officer, principalfinancial or accounting officer or person serving similar functions and all of our other employees and members of our board of directors.The code of ethics codifies the business and ethical principles that govern all aspects of our business. Cardiointends to make any legally required disclosures regarding amendments to, or waivers of, provisions of our code of ethics on our website.

Conflicts of Interest

Potential investors should be aware of the followingpotential conflicts of interests:

Theconflicts described above may not be resolved in our favor.

All ongoing and future transactionsbetween us and any of our management team or their respective affiliates, will be on terms believed by us to be no less favorable to usthan are available from unaffiliated third parties. Such transactions will require prior approval by a majority of our uninterested “independent”directors or the members of ourboard ofdirectors who do not have an interest in the transaction, in either case who had access,at our expense, to our attorneys or independent legal counsel. We will not enter into any such transaction unless our disinterested “independent”directors determine that the terms of such transaction are no less favorable to us than those that would be available to us with respectto such a transaction from unaffiliated third parties.

Limitation on Liability and Indemnification of Officers and Directors

The Company intends to enter into indemnificationagreements with each of its directors and executive officers that may be broader than the specific indemnification provisions containedin the DGCL. These indemnification agreements, which have been authorized for execution by the Cardio board of directors, requires theCompany, among other things, to indemnify its directors and executive officers against liabilities that may arise by reason of their statusor service. These indemnification agreements also require the Company to advanceall expenses reasonably and actually incurred by its directors and executive officers in investigating or defending any such action, suitor proceeding. Our By-laws provide that Cardio must indemnify and advance expenses toCardio’s directors and officers to the fullest extent authorized by the DGCL. We believe that these agreements and By-lawsprovisions are necessary to attract and retain qualified individuals to serve as directors and executive officers.

Cardio maintains insurance policies under whichits directors and officers are insured, within the limits and subject to the limitations of those policies, against certain expenses inconnection with the defense of, and certain liabilities which might be imposed as a result of, actions, suits, or proceedings to whichthey are parties by reason of being or having been its directors or officers. The coverage provided by these policies may apply whetheror not the Company would have the power to indemnify such person against such liability under the provisions of the DGCL.At present, we are not aware of any pending litigation or proceeding involving any person who will be one of the Company’s directorsor officers or is or was one of its directors or officers, or is or was one of its directors or officers serving at its request as a director,officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, for which indemnification issought, and we are not aware of any threatened litigation that may result in claims for indemnification.

The DGCL authorizes corporations to limit oreliminate the personal liability of directors of corporations and their stockholdersfor monetary damages for breaches of directors’ fiduciary duties, subject to certain exceptions. Our Second Amended and RestatedCertificate of Incorporation includes a provision that eliminates the personal liability of directors for damages for any breach of fiduciaryduty as a director where, in civil proceedings, the person acted in good faith and in a manner that person reasonably believed to be inor not opposed to the best interests of our Company or, in criminal proceedings, where the person had no reasonable cause to believe thathis or her conduct was unlawful.

The limitation of liability, advancement andindemnification provisions in our Second Amended and Restated Certificate of Incorporationand our By-laws may discourage stockholders from bringing lawsuit against directors for breach of their fiduciary duty. These provisionsalso may have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action,if successful, might otherwise benefitCardio and our stockholders. In addition, your investment may be adversely affected to the extentCardio pays the costs of settlement and damage awards against directors and officer pursuant to these indemnification provisions.

There is currentlyno pending material litigation or proceeding involving any of Cardio’s directors, officers, or employees for which indemnificationis sought.

EXECUTIVE COMPENSATION

Overview

The following is a discussion and analysis ofcompensation arrangements of Cardio’s named executive officers for 2021 and 2022. This discussion may contain forward-looking statementsthat are based on Cardio’s current plans, considerations, expectations and determinations regarding future compensation programs.The actual compensation programs that Cardio adopts may differ materially from the currently planned programs that are summarized in thisdiscussion.

As an “emerging growth company”as defined in the JOBS Act, Cardio is not required to include a Compensation Discussion and Analysis section and has elected to complywith the scaled disclosure requirements applicable to emerging growth companies. Unless the context otherwise requires, all referencesin this section to Cardio refer to Legacy Cardio and/or its subsidiary prior to the consummation of the Business Combination and to Cardioand its subsidiaries after the Business Combination.

To achieve Cardio’s goals, Cardio hasdesigned, and intends to modify as necessary, its compensation and benefits programs to attract, retain, incentivize and reward deeplytalented and qualified executives who share its philosophy and desire to work towards achieving Cardio’s goals. Cardio believesits compensation programs should promote the success of the Company and align executive incentives with the long-term interests of itsstockholders. This section provides an overview of Cardio’s executive compensation programs, including a narrative description ofthe material factors necessary to understand the information disclosed in the summary compensation table below.

The Cardio Board has historically determinedthe compensation for Cardio’s named executive officers, including input from the Chief Executive Officer. Cardio’s sole namedexecutive officer for the year ended December31, 2021 was Meeshanthini Dogan, our Chief Executive Officer. Dr. Dogan and Cardioentered into a five-year employment agreement described below, which agreementwas assumed by the Company and became effective on the Closing Date of the Business Combination.

As required by SEC rules, Cardio’s namedexecutive officers (“NEOs”) for 2022 also include Jonathan Intrater, who was the chief executive officer of Mana prior tothe closing of the Business Combination. Mr. Intrater did not receive any employee compensation during the year ended December 31, 2022,and as a result, the following executive compensation disclosure is focused on the compensation of Cardio’s current NEOs.

Summary Compensation Table

The following table sets forththe compensation received by our named executive officers, for their service, during the years ended December 31, 2022 and December 31,2021.

(1) AllOther Compensation includes Cardio’s contribution to the Company’s 401(k) account on behalf of executive and health and dentalinsurance coverage.

(2) Discretionary stock grants made in 2021 for performance. These amountsreflect the grant date fair values of performance awards. The amounts reported do not reflect compensation actually received.

(3) Discretionary stock option grants made in 2022 for completion of theBusiness Combination. These amounts reflect the grant date fair values of performance awards based upon the NASDAQ closing stock priceof $5.99 on the date of the Closing of the Business Combination. The amounts reported do not reflect compensation actually received.

(4) Discretionary cash bonus paid in 2022, for 2021 and 2022 performanceand completion of the Business Combination.

(5) Consulting compensation paid prior to Closing of the Business Combination.

Outstanding Equity Awards at 2021 Fiscal Year-Endfor Executive Officers of Cardio

Cardio did not make any equity awards in 2020 or2021. It adopted its equity incentive plan in 2022 and made its first grants in May 2022.

Outstanding Equity Awards at 2022 Fiscal Year-Endfor Executive Officers of Cardio

In May 2022, Cardiogranted 511,843 stock options to its executive officers and directors at the exercise price of $13.35 per share with an expiration dateof May 6, 2032. The options vested and became immediately exercisable upon the Closing of the Business Combination. After applicationof the Business Combination exchange ratio of 3.427259, the 511,843 stock options were exchanged for 1,754,219 stock options in the newCompany at an exercise price of $3.90 per share.

(1) All options are vested and exercisable and there are no unvested options held

Equity Compensation Plan Information

In 2022 we adopted the 2022 Equity Incentive Plan(the "2022 Plan"). Awards granted under the 2022 Plan havea ten-year term and may be incentive stock options, non-statutory stock options, restricted stock, restricted stock units, stock appreciationrights, performance units or performance shares. The awards are granted at an exercise price equal to the fair market value on the dateof grant and generally vest over a four-year period.

Outstanding Equity Awards under the 2022Plan

Agreements with Our Executive Officers and Non-Executive Chairman ofthe Board

In connection with preparations for the BusinessCombination, Cardio executed employment agreements as of May 27, 2022 with each person expected to be named an executive officer of thecombined entity. Other than the agreement with Khullani Abdullahi, whose agreement was effective as of May 19, 2022, the agreements becameeffective upon Closing of the Business Combination. The principal terms of each of agreements is as follows:

Employment Agreement between Cardio and MeeshanthiniDogan (Chief Executive Officer)

Dr. Dogan’s five-year employment agreementprovides for (i) an annual base salary of $300,000, (ii) eligibility to receive an annual cash bonus based on the extent to which, inthe discretion of the Board, Dr. Dogan achieves or exceeds specific and measurable individual and Company performance objectives, and(iii) eligibility to participate in any long-term incentive plan that is made available to similarly positioned executives, employee benefitor group insurance plans maintained from time to time by Cardio. Long-term incentive plan awards may include cash, or equity awards settledin shares of Company stock, including but not limited to stock options, restricted stock and performance shares. If Dr. Dogan were toleave the Company as a “Good Leaver,” as defined in the employment agreement, terms of any long-term incentive award willbe deemed satisfied immediately prior to such termination and as such, all awards and grants will be deemed fully vested. In addition,Dr. Dogan will be reimbursed for her reasonable and usual business expenses incurred on behalf of the Company. Severance benefits willbe payable in the event Dr. Dogan’s termination is either by the Company without cause or by her with “good reason,”as defined in the agreement. In such event and in addition to accrued salary benefits as of the date of termination, the Company willpay Dr. Dogan an amount equal to a (x) two times the sum of her most recent base salary and target annual bonus and (y) an amount in cashequal to the Company’s premium amounts paid for her coverage under group medical, dental and vision programs for a period of 24months. The agreement also contains customary confidentiality, non-solicitation, non-competition and cooperation provisions. The employmentagreement will automatically renew for an additional year following the initial term and any renewal term, unless either party provides60-days’ written notice before the end of the then-current term. The Company may terminate Dr. Dogan’s employment withoutcause (as defined in the agreement) by providing 60 days’ advance written notice. Dr. Dogan may terminate her employment for anyreason.

Employment Agreement between Cardio and RobertPhilibert (Chief Medical Officer)

Dr. Philibert’s five-year employment agreementprovides for (i) an annual base salary of $180,000, (ii) eligibility to receive an annual cash bonus based on the extent to which, inthe discretion of the Board, Dr. Philibert achieves or exceeds specific and measurable individual and Company performance objectives,and (iii) eligibility to participate in any long-term incentive plan that is made available to similarly positioned executives, employeebenefit or group insurance plans maintained from time to time by Cardio. Long-term incentive plan awards may include cash, or equity awardssettled in shares of Company stock, including but not limited to stock options, restricted stock and performance shares. If Dr. Philibertwere to leave the Company as a “Good Leaver,” as defined in the employment agreement, terms of any long-term incentive awardwill be deemed satisfied immediately prior to such termination and as such, all awards and grants will be deemed fully vested. In addition,Dr. Philibert will be reimbursed for his reasonable and usual business expenses incurred on behalf of the Company. Severance benefitswill be payable in the event Dr. Philibert’s termination is either by the Company without cause or by him with “good reason,”as defined in the agreement. In such event and in addition to accrued salary benefits as of the date of termination, the Company willpay Dr. Philibert an amount equal to a (x) the sum of his most recent base salary and target annual bonus and (y) an amount in cash equalto the Company’s premium amounts paid for his coverage under group medical, dental and vision programs for a period of 12 months,provided that he has elected continued coverage under COBRA. The agreement also contains customary confidentiality, non-solicitation,non-competition and cooperation provisions. The employment agreement will automatically renew for an additional year following the initialterm and any renewal term, unless either party provides 60-days’ written notice before the end of the then-current term. The Companymay terminate Dr. Philibert’s employment without cause (as defined in the agreement) by providing 60 days’ advance writtennotice. Dr. Philibert may terminate his employment for any reason.

Employment Agreement between Cardio and ElisaLuqman (Chief Financial Officer)

Ms. Luqman’s five-year employment agreementprovides for (i) an annual base salary of $275,000, (ii) eligibility to receive an annual cash bonus based on the extent to which, inthe discretion of the Board, Ms. Luqman achieves or exceeds specific and measurable individual and Company performance objectives, and(iii) eligibility to participate in any long-term incentive plan that is made available to similarly positioned executives, employee benefitor group insurance plans maintained from time to time by Cardio. Long-term incentive plan awards may include cash, or equity awards settledin shares of Company stock, including but not limited to stock options, restricted stock and performance shares. If Ms. Luqman were toleave the Company as a “Good Leaver,” as defined in the employment agreement, terms of any long-term incentive award willbe deemed satisfied immediately prior to such termination and as such, all awards and grants will be deemed fully vested. In addition,Ms. Luqman will be reimbursed for her reasonable and usual business expenses incurred on behalf of the Company. Severance benefits willbe payable in the event Ms. Luqman’s termination is either by the Company without cause or by her with “good reason,”as defined in the agreement. In such event and in addition to accrued salary benefits as of the date of termination, the Company willpay Ms. Luqman an amount equal to a (x) the sum of her most recent base salary and target annual bonus and (y) an amount in cash equalto the Company’s premium amounts paid for her coverage under group medical, dental and vision programs for a period of 12 months,provided that she has elected continued coverage under COBRA. The agreement also contains customary confidentiality, non-solicitation,non-competition and cooperation provisions. The employment agreement will automatically renew for an additional year following the initialterm and any renewal term, unless either party provides 60-days’ written notice before the end of the then-current term. The Companymay terminate Ms. Luqman’s employment without cause (as defined in the agreement) by providing 60 days’ advance written notice.Ms. Luqman may terminate her employment for any reason.

Employment Agreement between Cardio and TimurDogan (Chief Technology Officer)

Dr. Dogan’s five-year employment agreementprovides for (i) an annual base salary of $250,000, (ii) eligibility to receive an annual cash bonus based on the extent to which, inthe discretion of the Board, Dr. Dogan achieves or exceeds specific and measurable individual and Company performance objectives, and(iii) eligibility to participate in any long-term incentive plan that is made available to similarly positioned executives, employee benefitor group insurance plans maintained from time to time by Cardio. Long-term incentive plan awards may include cash, or equity awards settledin shares of Company stock, including but not limited to stock options, restricted stock and performance shares. If Dr. Dogan were toleave the Company as a “Good Leaver,” as defined in the employment agreement, terms of any long-term incentive award willbe deemed satisfied immediately prior to such termination and as such, all awards and grants will be deemed fully vested. In addition,Dr. Dogan will be reimbursed for his reasonable and usual business expenses incurred on behalf of the Company. Severance benefits willbe payable in the event Dr. Dogan’s termination is either by the Company without cause or by him with “good reason,”as defined in the agreement. In such event and in addition to accrued salary benefits as of the date of termination, the Company willpay Dr. Dogan an amount equal to a (x) the sum of his most recent base salary and target annual bonus and (y) an amount in cash equalto the Company’s premium amounts paid for his coverage under group medical, dental and vision programs for a period of 12 months,provided that he has elected continued coverage under COBRA. The agreement also contains customary confidentiality, non-solicitation,non-competition and cooperation provisions. The employment agreement will automatically renew for an additional year following the initialterm and any renewal term, unless either party provides 60-days’ written notice before the end of the then-current term. The Companymay terminate Dr. Dogan’s employment without cause (as defined in the agreement) by providing 60 days’ advance written notice.Dr. Dogan may terminate his employment for any reason.

Employment Agreement between Cardio and KhullaniAbdullahi (Vice President of Revenue and Strategy)

Ms. Abdullahi’s three-year employmentagreement provides for (i) an annual base salary of $220,000, (ii) eligibility to receive an annual cash bonus based on the extent towhich, in the discretion of the Board, Ms. Adbullahi achieves or exceeds specific and measurable individual and Company performance objectives,and (iii) eligibility to participate in any long-term incentive plan that is made available to similarly positioned executives, employeebenefit or group insurance plans maintained from time to time by Cardio. Long-term incentive plan awards may include cash, or equity awardssettled in shares of Company stock, including but not limited to stockoptions, restricted stock and performance shares. If Ms. Adbullahiwere to leave the Company as a “Good Leaver,” as defined in the employment agreement, terms of any long-term incentive awardwill be deemed satisfied immediately prior to such termination and as such, all awards and grants will be deemed fully vested. In addition,Ms. Adbullahi will be reimbursed for her reasonable and usual business expenses incurred on behalf of the Company. Severance benefitswill be payable in the event Ms. Adbullahi’s termination is either by the Company without cause or by her with “good reason,”as defined in the agreement. In such event and in addition to accrued salary benefits as of the date of termination, the Company willpay Ms. Adbullahi an amount equal to a (x) the sum of her most recent base salary and target annual bonus and (y) an amount in cash equalto the Company’s premium amounts paid for her coverage under group medical, dental and vision programs for a period of 12 months,provided that she has elected continued coverage under COBRA. The agreement also contains customary confidentiality, non-solicitation,non-competition and cooperation provisions. The employment agreement will automatically renew for an additional year following the initialterm and any renewal term, unless either party provides 60-days’ written notice before the end of the then-current term. The Companymay terminate Ms. Adbullahi’s employment without cause (as defined in the agreement) by providing 60 days’ advance writtennotice. Ms. Adbullahi may terminate her employment for any reason.

Non-Executive Chairman and Consulting Agreementbetween Cardio and Warren Hosseinion

Cardio has retained Dr. Hosseinion under a five-yearconsulting agreement to serve as Non-Executive Chairman of the Board following the Merger and to provide other services as requested.Upon expiration of such provision, the agreement may be renewed for an additional one-year term. In addition to his duties as Chairman,the agreement provides that Dr. Hosseinion will provide consulting services assisting management in developing business strategy and businessplans, identifying business opportunities and identifying strategic relationships and strategies to further develop the Company’sbrand. In the event he is not reelected as Chairman of the Board, the terms of this agreement will continue strictly as a consulting servicesagreement. Conversely, if his consulting services are terminated, such termination will not affect his Chairman Services, provided thathe remains eligible to serve as Chairman. For his Chairman services and consulting services, the agreement provides for a fee of $300,000per year payable in monthly installments of $25,000. In addition, Dr. Hosseinion is entitled to be awarded any equity compensation otherwisepayable to Board members in connection with their service on the Board and to be reimbursed for all reasonable and necessary businessexpenses incurred in the performance of his consulting services and Chairman services. If Dr. Hosseinion’s services are terminatedby the Company other than for Cause (as defined in the agreement), including any discharge without Cause, liquidation or dissolution ofthe Company, or a termination caused by death or Disability (as defined in the agreement), the Company will pay Dr. Hosseinion (or hisestate) the consulting fees equal to two times his annual consulting compensation, payable within 60 days, in one lump sum, plus any expensesowing for periods prior to and including the date of termination of the consulting services. The agreement also contains customary confidentiality,non-solicitation, non-disparagement and cooperation provisions. Either party may terminate the agreement without cause after giving priorwritten notice to the other party. The agreement may be terminated by the Company at any time for cause, as defined in the agreement.

Cash Performance Incentives

The Legacy Cardio Board of Directors determinedthat it is in the Company’s best interests to award cash performance incentive payments to certain Cardio executive officers anddirectors in recognition of each such individual’s efforts required in connection with: (i) successfully completing the privateplacements of Legacy Common Stock in 2022, and (ii) since May 27, 2022, assisting in the preparation and filing with the SEC of the registrationstatement on Form S-4 with respect to the Business Combination and related transactions, as well as amendments thereto, responding tocomments thereon made by the SEC applicable to Cardio, facilitating the completion of the SEC’s review thereof, including assistingin seeking to cause the registration statement to be declared effective, and handling numerous other matters incidental to consummatingthe Business Combination pursuant to the Merger Agreement. The Legacy Cardio Board awarded an aggregate of $650,000 in performance incentivepayments to Warren Hosseinion ($250,000), Meeshanthini (Meesha) Dogan ($250,000), Robert Philibert ($50,000) and Elisa Luqman ($100,000),which awards were approved by Mana prior to the Closing of the Business

Combination. These payments were contingent upon, not payablebefore, and only payable promptly following the consummation of the Business Combination.

Cardio’s Director Compensation

During2021 and 2022, Cardio did not compensate its directors for service as a director. Cardio reimburses itsnon-employeedirectors for reasonable traveland out-of-pocketexpenses incurred in connection with attending board of director and committee meetings or undertaking otherbusiness on behalf of Cardio.

The newly-constituted compensation committee followingthe consummation of the Business Combination has not yet determined the type and level of compensation, if any, for those persons servingas members of the Board of Directors.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

The following includes a summary of transactionssince January 1, 2020 to which we have been a party in which the amount involved exceeded or will exceed $120,000, and in which any ofour directors, executive officers or, to our knowledge, beneficial owners of more than 5% of our capital stock or any member of the immediatefamily of any of the foregoing persons had or will have a direct or indirect material interest, other than transactions that are describedunder the section “Executive and Director Compensation.” We also describe below certain other transactions with our directors,executive officers and stockholders.

Legacy Cardio Related Party Transactions

Aspart of an earlier friends and family round of financing by Cardio, Robert Philibert, Co-Founder, Chief Medical Officer andDirector of the Company, personally invested $25,000 as part of the Cardio’s early friends and family round. In addition, Dr. Philibert’sspouse and other family members invested $150,000. Finally, Behavioral Diagnostics LLC, an affiliate of Dr. Philibert, invested $46,471via the SAFE instrument in this earlier round. These SAFEs were converted to common stock effective as of April6, 2022.

Certain researchand development laboratory runs were performed on a fee-for-service basis at Dr. Philibert’s academic laboratory at the Universityof Iowa. Cardio paid $31,468 and $1,500 to the lab in 2021 and 2020.

Cardiohas an exclusive, worldwide patent license of the Core Technology from the University of Iowa Research Foundation (UIRF).Under UIRF’s Inventions Policy inventors are generally entitled to 25% of income from earnings from their inventions. Consequently,Meeshanthini Dogan and Robert Philibert will benefit from this policy.

TimurDogan, spouse of Meeshanthini (Meesha) Dogan (the Company’s Co-Founder, Chief Executive Officer and Director),has been a full-time employee of the Company since August 2019. In 2021, he was paid $37,500 in salary and an additional $4,765 in benefits.

In May 2022,Cardio granted 511,843 stock options to its executive officers and directors. These options were converted into an aggregate of 1,754,219options under the 2022 Equity Incentive Plan, The Options fully vested and became fully exercisable upon Closing of the Business Combinationand have an exercise price of $3.90 per share (as adjusted for the Exchange Ratio) with an expiration date of May 6, 2032.

At the Closing of the Business Combination, Dr. Dogan,Dr. Philibert, Ms. Luqman, Dr. Dogan and Ms. Abdullahi each entered into an Invention and Non-Disclosure Agreement. An integral part ofthe Invention and Non-Disclosure Agreement is the disclosure by the employee of any discoveries, ideas, inventions, improvements, enhancements,processes, methods, techniques, developments, software and works of authorship (“developments”) that were created, made, conceivedor reduced to practice by the employee prior to his or her employment by Cardio and that are not assigned to the Company. Dr. Philibert’sagreement lists certain developments that are epigenetic

methods unrelated to the current mission of Cardio and that were developed separateand apart from Cardio. There is no assurance that as the Company broadens the scope of its products and services that one or more of Dr.Philibert’s developments could be relevant. Under the agreement, all rights to the developments listed by Dr. Philibert are hissole property and their use, if desired by the Company, would be in the sole discretion of Dr. Philibert, who is under no obligation tolicense or otherwise grant permission to the Company to use them.

Mana Related Party Transactions

In June 2021, our Sponsor purchased 1,437,500shares of common stock for an aggregate purchase price of $25,000. In September 2021, we amended the terms of the subscription agreementto issue our Sponsor an additional 62,500 shares of common stock, resulting in our Sponsor holding an aggregate of 1,500,000 shares ofcommon stock so that the shares of common stock held by our Sponsor will account for, in the aggregate, 20% of our issued and outstandingshares following our initial public offering. In November 2021, we entered into a second amended and restated subscription agreementwith the Sponsor pursuant to which we issued the Sponsor an additional 50,000 shares, resulting in the Sponsor holding an aggregate of1,550,000 shares (so that the Founder Shares will account for 20% of our issued and outstanding shares after the initial public offering)and also agreed that, if the underwriters exercise the over-allotment option, we will issue to our Sponsor such number of additional sharesof common stock (up to 232,500 shares)as to maintain our Sponsor’s ownership at 20% or our issued and outstanding common stockupon the consummation of our initial public offering.

The Founder Sharesare identical to the shares of common stock included in the units offered and sold in our initial public offering. However, the holdersof Founder shares agreed (A) to vote their Founder shares (as well as any public shares acquired in or after our initial public offering)in favor of any proposed business combination, (B) not to propose an amendment to the Certificate of Incorporation, prior to a businesscombination, to affect the substance or timing of the Company’s obligation to redeem all public shares if it cannot complete anbusiness combination within nine months (or up to 21 months) of the closing of our Initial Public Offering, unless the Company providespublic stockholders an opportunity to redeem their public shares, (C) not to redeem any shares in connection with a stockholder vote toapprove a proposed initial business combination or any amendment to our charter documents prior to consummation of an initial businesscombination or sell any shares to us in a tender offer in connection with a proposed initial business combination and (D) that the FounderShares shall not participate in any liquidating distribution from the trust account upon winding up if a business combination is not consummated.

All of the FounderShares held by our Sponsor and our directors have been placed in escrow with Continental Stock Transfer & Trust Company, as escrowagent, until the earlier of six months after the date of the consummation of our initial business combination and the date on which theclosing price of our shares of common stock equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizationsand recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination, orearlier, if, subsequent to our initial business combination, we consummate a liquidation, merger, stock exchange or other similar transactionwhich results in all of our stockholders having the right to exchange their shares for cash, securities or other property.

During the escrowperiod, the holders of these shares (and the Sponsor Warrants, as discussed below) will not be able to sell or transfer their securitiesexcept for transfers, assignments or sales (i)to our officers or directors, any affiliate or family member of any of our officersor directors, any of the Sponsor’s members, officers, directors, consultants, or affiliates of the Sponsor or any of their affiliatesor any other pecuniary interest holders in the Sponsor at the time of our initial public offering or family members of the foregoing,(ii) to an initial holder’s stockholders or members upon its liquidation, (iii) by gift to a member of an individual stockholder’sfamily or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individualor to a charitable organization, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domesticrelations order, (vi) to us for no value for cancellation in connection with the consummation of our initial business combination, (vii)in connection with the consummation of our initial business combination, by private sales at prices no greater than the price at whichthe shares were originally purchased, (viii) in the event of our liquidation prior to our consummation of an initial business combination,(ix) by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of theSponsor, or (x)in the

event that, subsequent to the consummation of an initial business combination, we complete a liquidation,merger, capital stock exchange or other similar transaction which results in all of our stockholders having the right to exchange theircommon stock for cash, securities or other propertyin each case (except for clauses (vi), (viii), (ix) or (x) or with our priorconsent) where the transferee agrees to the terms of the escrow agreement and to be bound by these transfer restrictions. The holderswill retain all other rights as our stockholders, including, without limitation, the right to vote their shares of common stock and theright to receive cash dividends, if declared. If dividends are declared and payable in shares of common stock, such dividends will alsobe placed in escrow. If we are unable to effect a business combination and liquidate, there will be no liquidation distribution with respectto the Sponsor.

In June 2021,our Sponsor agreed to loan us up to $200,000 pursuant to a note which was due and payable by the later of December 11, 2021 in the eventthat our initial public offering was not successfully completed by such date or the date on which we complete our initialbusinesscombination. We had borrowed $45,000 under this note and such amount was repaid at the closing of our initial public offering.

Our Sponsor purchased2,500,000 warrants at the closing of our initial public offering in a private placement, for an aggregate price of $2,500,000. This purchaseof the additional 2,500,000 Sponsor Warrants took place on a private placement basis simultaneously with the consummation of our initialpublic offering. These Sponsor Warrants have an exercise price of $11.50 per share, are identical to the Public Warrants contained inthe public units sold in our initial public offering, and the terms of the Sponsor Warrants will remain the same irrespective of the holderthereof. The purchaser of the Sponsor Warrants also agreed not to transfer, assign or sell any of the Sponsor Warrants or underlying securities(except to the same permitted transferees as the Sponsor and provided the transferees agree to the same terms and restrictions as thepermitted transferees of the Sponsor must agree to, each as described above) until the completion of our initial business combination.

Our Sponsor agreedto transfer to Jonathan Intrater, the Chief Executive Officer prior to the Closing of the Business Combination, an aggregate of 150,000of its Founder Shares upon, or subsequent to, the consummation of our initial business combination. In addition, our Sponsor agreed totransfer to Mr. Intrater 100,000 of the Sponsor Warrants following the consummation of our initial business combination if the closingprice of our common stock is greater than $12.50 per share for twenty (20) consecutive trading days prior to the consummation of our initialbusiness combination. The condition for transfer of the Sponsor Warrants was not satisfied, but Mr. Intrater did receive 150,000 FoundersShares upon Closing of the Business Combination.

In addition,upon the completion of our initial public offering, our Sponsor transferred 30,000 Founder Shares to each of Allan Liu and Loren Mortmanin consideration of future services to us as a director of Mana prior to the Business Combination. Mr. Liu and Ms. Mortman, along withMr. Intrater, resigned all of their positions with our Company upon Closing of the Business Combination.

Other than theforegoing and as described in this paragraph, no compensation or fees of any kind, including finder’s, consulting fees and othersimilar fees, were paid our Sponsor, members of Mana’s management team or their respective affiliates, for services rendered priorto or in connection with the consummation of our initial business combination (regardless of the type of transaction that it is). However,such individuals were entitled to receive the repayment of any loans from our Sponsor, officers and directors (i)in connection withthe extension of the time period to complete a business combination or(ii) for working capital purposes and reimbursement for anyout-of-pocketexpensesincurred by them in connection with activities on our behalf, such as identifying potential target businesses, performing business duediligence on suitable target businesses and business combinations as well as traveling to and from the offices, plants or similar locationsof prospective target businesses to examine their operations. There is no limit on the amount ofout-of-pocketexpenses thatwere reimbursable by us. Such reimbursements, if any, were subject to oversight by our audit committee.

Mana enteredinto a registration rights agreement with our Sponsor, officers, and directors pursuant to which we agreed to register any shares of commonstock, warrants (including working capital and extension warrants), and shares underlying such warrants, that are not then covered byan effective registration statement. The holders of a majority of these securities are entitled to make up to two demands that we registersuch securities. The holders of a majority of these securities can elect to exercise these registration rights at any time after we consummatea business combination. In addition, the holders have certain “piggy-back” registration rights with respect to registrationstatements filed subsequent to our consummation of a business combination. We will bear the expenses incurred in connection with the filingof any such registration statements. The securities owned by the Sponsor and Mana’s former officers and directors are included inthe registration statement of which this prospectus is a part.

Other than therepayment of up non-interest bearing extension loans or working capital loans, the reimbursement of expenses, and the other matters describedabove, no compensation or fees of any kind, including finder’s, consulting fees and other similar fees, will be paid to our founders,members of our Management team or their respective affiliates, for services rendered prior to, or in order to effectuate the consummationof, our initial business combination (regardless of the type of transaction that it is). However, such individuals will receive reimbursementfor any out-of-pocket expenses incurred by them in connection with activities on our behalf, such as identifying potential target businesses,performing business due diligence on suitable target businesses and business combinations as well as traveling to and from the offices,plants or similar locations of prospective target businesses to examine their operations. There is no limit on the amount of out-of-pocketexpenses reimbursable by us.

Related Party Policy

The audit committee of the board of directorshad adopted a policy setting forth the policies and procedures for its review and approval or ratification of “related party transactions.”The policy provides that a “related party transaction” is defined in the policy as any consummated or proposed transactionor series of transactions: (i)in which the Company was or is to be a participant; (ii)the amount of which exceeds (or is reasonablyexpected to exceed) the lesser of $120,000 or 1% of the average of the Company’s total assetsatyear-endfortheprior two completed fiscal years in the aggregate over the duration of the transaction (without regard to profit or loss); and (iii)inwhich a “related party” had, has or will have a direct or indirect material interest. “Related parties” underthis policy included: (i)Cardio’s directors, nomineesfor director or executive officers; (ii)any record or beneficial owner of more than 5% of any class of Cardio’s voting securities;(iii)any immediate family member of any of the foregoing if the foregoing person is a natural person; and (iv)any other personwho maybe a “related person” pursuant to Item 404 ofRegulationS-Kunderthe Exchange Act. Pursuant tothe policy, the audit committee would consider (i)the relevant facts and circumstances of each related party transaction, includingif the transaction is on terms comparable to those that could be obtainedinarm’s-lengthdealingswith an unrelatedthird party, (ii)the extent of the related party’s interest in the transaction, (iii)whether the transaction contravenesour code of ethics or other policies, (iv)whether the audit committee believes the relationship underlying the transaction to bein the best interests of Cardio and its stockholders and (v)the effect that the transaction may have on a director’s statusas an independent member of Cardio’s board and on his or her eligibility to serve on Cardio’s board’s committees. Thepolicy requires that the Company’s management present to the audit committee each proposed related party transaction, includingall relevant facts and circumstances relating thereto. Under the policy, the Company is permitted to consummate related party transactionsonly if the audit committee approves or ratifies the transaction in accordance with the guidelines set forth in the policy. The policydoes not permit any director or executive officer to participate in the discussion of, or decision concerning, a related person transactionin which he or she is the related party.

PRINCIPAL STOCKHOLDERS

The following table sets forth information regardingthe beneficial ownership of the Company’s Common Stock as of January 12, 2023 by:

Beneficial ownership is determined in accordancewith SEC rules and includes voting or investment power with respect to securities. Except as indicated by the footnotes below, the Companybelieves, based on the information furnished to it as of the Closing of the Business Combination, that the persons named in the tablebelow have, sole voting and investment power with respect to all stock that they beneficially own, subject to applicable community propertylaws. All Company stock subject to options or warrants exercisable within 60days of the Closing of the Business Combination aredeemed to be outstanding and beneficially owned by the persons holding those options or warrants for the purpose of computing the numberof shares beneficially owned and the percentage ownership of that person. They are not, however, deemed to be outstanding and beneficiallyowned for the purpose of computing the percentage ownership of any other person.

Subject to the paragraph above, percentage ownershipof outstanding shares is based on 9,514,743 shares of the Company’s Common Stock outstanding immediately following the Closing ofthe Business Combination.

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* Less than 1%.

SELLING SECURITYHOLDERS

Pursuant to the Registration Rights Agreementand the Warrant Agreement entered into in connection with the Mana IPO, we agreed to file a registration statement with the SEC for thepurposes of registering for resale (i)the Founders Stock; (ii) the Sponsor Warrants; and (iii) the shares of Common Stock issuableupon exercise of the Sponsor Warrants. We are also registering for resale (A) the shares of our Common Stock issuable upon exercise ofthe Private Placement Warrants sold to certain of the Selling Securityholders in the Legacy Cardio Private Placements conducted in 2021and 2022 prior to the consummation of the Business Combination; and (B) for purposes of accommodating our affiliates with respect to therestrictions under Rule 144 and Form S-8 as it applies to affiliates: the shares of our Common Stock (i) issued to our affiliates in theBusiness Combination; and (ii) issuable upon exercise of Options granted to our affiliates and assumed by the Company in connection withthe Business Combination. The Selling Securityholders and any agents or broker-dealers that participate with the Selling Securityholdersin the distribution of registered securities may be deemed to be “underwriters” within the meaning of the Securities Act,and any commissions received by them and any profit on the resale of the registered shares may be deemed to be underwriting commissionsor discounts under the Securities Act.

The following table sets forth the names ofthe Selling Securityholders, the aggregate number of shares of Common Stock and Warrants held by each Selling Securityholder immediatelyprior to any sale of the Securities, the number of Securities that may be sold by each Selling Securityholder under this prospectus, andthe aggregate number of Common Stock and Warrants that each Selling Securityholder will beneficially own after this offering. Percentageownership of outstanding shares of Common Stock is based on 9,514,743 shares of our Common Stock issued and outstanding as of January 12, 2023.

The Selling Securityholders acquired the Warrantsand shares of our Common Stock in private offerings pursuant to exemptions from registration under Section4(a)(2) of the SecuritiesAct in connection with a private placement concurrent with the IPO or in connection with the Business Combination. Certain of the LegacyCardio Selling Securityholders are executive officers, directors or other affiliates whose securities were issued in connection with theBusiness Combination but whose securities are subject to the restrictions of Rule 144 or that will be registered on Form S-8 with respectto their shares issuable upon exercise of Options they were issued in the Business Combination in exchange for Legacy Cardio options.

Except as set forth below, the following tablesets forth, based on written representations from the Selling Securityholders, certain information as of January 12, 2023 regarding thebeneficial ownership of our Common Stock and Warrants by the Selling Securityholders and the shares of Common Stock and Warrants beingoffered by the Selling Securityholders. The percentage ownership of Common Stock after the offering assumes exercise and sale of all ofthe Warrants but only assumes exercise of outstanding Options with respect to the Options granted to the respective affiliate SellingSecurityholder, if applicable.

Information with respect to shares of CommonStock and Warrants owned beneficially after the offering assumes the sale of all of the shares of Common Stock and Warrants offered underthis prospectus and no other purchases or sales of our Common Stock or Warrants. The Selling Securityholders may offer and sell some,all or none of the shares of Common Stock or Warrants, as applicable.

We have determined beneficial ownership in accordancewith the rules of the SEC. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that theSelling Securityholders have sole voting and investment power with respect to all shares of Common Stock and Warrants that they beneficiallyown, subject to applicable community property laws. Except as otherwise described below, based on the information provided to us by theSelling Securityholders, no Selling Securityholder is a broker-dealer or an affiliate of a broker-dealer.

Up to 3,250,000 shares of Common Stock issuableupon exercise of the Public Warrants are not included in the table below.