[PART I: FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%3A%20FINANCIAL%20INFORMATION) This section presents the unaudited financial statements, management's discussion, market risk disclosures, and controls for the period [Financial Statements (Unaudited)](index=4&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS%20(UNAUDITED)) Mana Capital Acquisition Corp. reported a Q1 2022 net loss of $222,663, with total assets at $65.6 million, primarily from its Trust Account [Balance Sheet](index=4&type=section&id=Balance%20Sheet) The balance sheet shows total assets of $65.64 million, primarily from trust account investments, and total liabilities of $180,542 Balance Sheet Summary (as of March 31, 2022 vs. December 31, 2021) | Metric | March 31, 2022 (Unaudited) ($) | December 31, 2021 (Audited) ($) | | :--- | :--- | :--- | | **Assets** | | | | Cash | $380,615 | $526,625 | | Investments held in Trust Account | $65,004,901 | $65,000,484 | | **Total Assets** | **$65,640,611** | **$65,807,166** | | **Liabilities & Equity** | | | | Total Liabilities | $180,542 | $124,434 | | Common stock subject to possible redemption | $65,000,000 | $65,000,000 | | Total Stockholders' Equity | $460,069 | $682,732 | | **Total Liabilities and Stockholders' Equity** | **$65,640,611** | **$65,807,166** | [Statement of Operations](index=5&type=section&id=Statement%20of%20Operations) The company reported a net loss of $222,663 for the three months ended March 31, 2022, primarily from operating costs and franchise taxes Statement of Operations (For the Three Months Ended March 31, 2022) | Metric | Amount ($) | | :--- | :--- | | Formation and operating costs | $177,094 | | Franchise tax expenses | $50,000 | | **Loss from Operations** | **($227,094)** | | Investment income on Trust Account | $4,419 | | **Net loss** | **($222,663)** | | Basic and diluted net loss per share | ($0.14) | [Statement of Changes in Stockholders' Equity](index=6&type=section&id=Statement%20of%20Changes%20in%20Stockholders'%20Equity) Stockholders' Equity decreased to $460,069 by March 31, 2022, solely due to the period's net loss - Total Stockholders' Equity decreased from **$682,732** at December 31, 2021, to **$460,069** at March 31, 2022, solely due to the net loss of **$222,663** for the period[15](index=15&type=chunk) [Statement of Cash Flows](index=7&type=section&id=Statement%20of%20Cash%20Flows) Net cash used in operating activities was $146,010, resulting in a cash balance of $380,615 at period-end Cash Flow Summary (For the Three Months Ended March 31, 2022) | Metric | Amount ($) | | :--- | :--- | | Net cash used in operating activities | ($146,010) | | Net cash used in investing activities | $0 | | Net cash provided in financing activities | $0 | | **Net Change in Cash** | **($146,010)** | | Cash at beginning of period | $526,625 | | **Cash at end of period** | **$380,615** | [Notes to Financial Statements](index=8&type=section&id=Notes%20to%20Financial%20Statements) The notes detail the company's SPAC nature, IPO proceeds, trust account investments, and going concern risks - The company is a SPAC formed to effect a business combination and has not commenced operations, raising substantial doubt about its ability to continue as a going concern due to liquidation requirements if a combination is not completed within 9 to 21 months from its IPO[20](index=20&type=chunk)[33](index=33&type=chunk)[37](index=37&type=chunk) - The company completed its IPO on November 26, 2021, raising gross proceeds of **$65 million** (including over-allotment) which were placed in a trust account, and simultaneously sold **2.5 million** private placement warrants to its Sponsor for **$2.5 million**[22](index=22&type=chunk)[23](index=23&type=chunk)[25](index=25&type=chunk) - As of March 31, 2022, the Trust Account held **$65,004,901**, invested in U.S. Treasury Securities mutual funds[77](index=77&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=20&type=section&id=ITEM%202.%20MANAGEMENT'S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) As a SPAC, the company generated no revenue, reporting a Q1 2022 net loss of $222,663, with $380,615 cash for working capital - The company's sole activities since inception have been organizational and related to its IPO, with no revenue generated to date[104](index=104&type=chunk) Q1 2022 Financial Results | Metric | Amount ($) | | :--- | :--- | | Net Loss | $222,663 | | Formation & Operating Expenses | $177,094 | | Franchise Tax Provision | $50,000 | | Interest Income from Trust | $4,419 | - As of March 31, 2022, the company had **$380,615** in cash available for working capital and **$65,004,901** held in the Trust Account[110](index=110&type=chunk)[111](index=111&type=chunk) - The company has engaged Ladenburg Thalmann & Co. and I-Bankers Securities, Inc. as advisors for its business combination, who will be paid a marketing fee of **2.5%** of the gross IPO proceeds upon consummation of a deal[117](index=117&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=24&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) As a "smaller reporting company," Mana Capital Acquisition Corp. is exempt from providing market risk disclosures - The Company is not required to provide information on market risk as it qualifies as a "smaller reporting company" under Regulation S-K[123](index=123&type=chunk) [Controls and Procedures](index=24&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) Management concluded disclosure controls were ineffective, yet financial statements are fairly presented, with no material changes to internal controls - Management concluded that the company's disclosure controls and procedures were not effective as of the end of the reporting period[124](index=124&type=chunk) - Despite the lack of effectiveness in disclosure controls, management believes the financial statements are fairly presented in all material respects[124](index=124&type=chunk) - There were no changes in internal control over financial reporting during the quarter that materially affected, or are reasonably likely to materially affect, such controls[128](index=128&type=chunk) [PART II. OTHER INFORMATION](index=25&type=section&id=PART%20II.%20OTHER%20INFORMATION) This section covers legal proceedings, risk factors, equity sales, defaults, mine safety, other information, and exhibits [Legal Proceedings](index=25&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS) The company reported no legal proceedings during the period - There are no legal proceedings to report[130](index=130&type=chunk) [Risk Factors](index=25&type=section&id=ITEM%201A.%20RISK%20FACTORS) No material changes occurred to the risk factors previously disclosed in the 2021 Annual Report on Form 10-K - No material changes have occurred from the risk factors disclosed in the 2021 Annual Report on Form 10-K[131](index=131&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=25&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) IPO generated $65 million, private placement $2.5 million, with $65 million placed in trust and $900,000 for working capital - The company consummated its IPO in November 2021, generating total gross proceeds of **$65 million** from the sale of units, including the partial exercise of the over-allotment option[132](index=132&type=chunk) - Simultaneously with the IPO, the company sold **2,500,000** private warrants to its Sponsor for **$2.5 million**[133](index=133&type=chunk) - **$65 million** of the proceeds were placed in a U.S.-based Trust Account, with approximately **$900,000** available for working capital[134](index=134&type=chunk)[137](index=137&type=chunk) [Defaults Upon Senior Securities](index=26&type=section&id=ITEM%203.%20DEFAULTS%20UPON%20SENIOR%20SECURITIES) The company reported no defaults upon senior securities - There are no defaults upon senior securities to report[140](index=140&type=chunk) [Mine Safety Disclosures](index=26&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES) The company reported no mine safety disclosures - There are no mine safety disclosures to report[141](index=141&type=chunk) [Other Information](index=26&type=section&id=ITEM%205.%20OTHER%20INFORMATION) The company reported no other information - There is no other information to report[142](index=142&type=chunk) [Exhibits](index=27&type=section&id=ITEM%206.%20EXHIBITS) This section lists exhibits for the Form 10-Q, including Sarbanes-Oxley Act certifications and Inline XBRL documents - The report includes certifications from the Principal Executive Officer and Principal Accounting Officer under Sections 302 and 906 of the Sarbanes-Oxley Act[145](index=145&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41097 MANA CAPITAL ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter) | --- | |-------------------------------------- ...