SecProbe.io

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 May 21, 2025

Elisa Luqman
Chief Financial Officer
Cardio Diagnostics Holdings, Inc.
311 West Superior Street Suite 444
Chicago, IL 60654

 Re: Cardio Diagnostics Holdings, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2024
 File No. 001-41097
Dear Elisa Luqman:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Life Sciences
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Correspondence

 Cardio
 Diagnostics Holdings Inc

 311 W Superior St, Ste 444

 Chicago, IL 60654

 (855) 226 9991

 info@cardiodiagnosticsinc.com

 www.cardiodiagnosticsinc.com

 May 16, 2025

 VIA EDGAR

 Division of Corporation Finance

 Office of Life Sciences

 United States Securities and Exchange Commission

 Attention: Bonnie Baynes, Angela Connell

 Re: Cardio Diagnostics Holdings, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2024
File No. 001-41097

 Set forth below is the
response of Cardio Diagnostics Holdings, Inc. (the " Company ") to the comment received from the staff of the Division
of Corporation Finance (the " Staff ") of the U.S. Securities and Exchange Commission (the " Commission ")
by letter dated May 7, 2025, with respect to the Company's Form 10-K for the fiscal year ended December 31, 2024 (No. 001-41097),
which was filed with the Commission on March 20, 2025 (the " Form 10-K ").

 For your convenience, our
response is prefaced by the exact text of the Staff's comment in bold, italicized text.

 Form 10-K for the Fiscal Year Ended December 31, 2024

 Item 8. Financial Statements and Supplemental Data

 Note 3 – Summary of Significant Accounting Policies, page F-7

 1. We note your response and proposed disclosure to prior
comment five and reissue our comment in part. Please confirm that your future filings will include the ASC 280-10-50 disclosure requirements
to provide your measure of segment profit/loss, significant segment expense, and other requirements that may be applicable to your single
operation segment.

 RESPONSE :

 The Company filed its Form
10-Q for the quarterly period ended March 31, 2025 on May 15, 2025. The Company included in that filing, and will include in subsequent
filings, the segment disclosures required by ASC 280-10-50, as amended by ASU 2023-07. The applicable portion of Note 2 to the Company's
Form 10-Q for the quarterly period ended March 31, 2025 reads as follows:

 Segments

 The Company uses the "management approach" in determining reportable
operating segments. The management approach considers the internal organization and reporting used by the Company's chief operating
decision maker ("CODM"), who is our chief executive officer, for making operating decisions and assessing performance as the
source for determining the Company's reportable segments. Management, including the CODM, reviews operating results solely by monthly
revenue and operating results of the Company and, as such, the Company has determined that the Company has one operating segment as defined
by ASC Topic 280 "Segment Reporting".

 One hundred percent of the Company's revenues are generated from
products testing for major types of cardiovascular disease, and therefore the Company has one operating segment for financial reporting
purposes. The Company's principal products are its Epi+Gen CHD and PrecisionCHD tests. Epi+Gen CHD assesses the risk for a coronary
heart disease event, including a heart attack, in the next three years. PrecisionCHD aids in diagnosing and managing coronary heart disease.
The tests can be paid for by provider organizations, patients, and/or employers. Customers are generally charged for tests utilized for
the minimum committed test volume and the pricing can vary based on organization type, size and volume.

 Reportable segment information is presented below:

 March 31,
 December 31,

 2025
 2024

 Current Segment
 assets

 Cash
 $ 9,688,719
 $ 7,827,487

 Accounts
 receivable
 9,552
 18,612

 Prepaid
 expenses and other current assets
 837,222
 944,683

 Total current
 segment assets
 10,535,493
 8,790,782

 Long-term
 segment assets

 Property
 and equipment, net
 640,992
 672,861

 Right
 of use assets, net
 390,171
 432,397

 Intangible
 assets, net
 1,333
 5,333

 Deposits
 12,850
 12,850

 Patent
 costs, net
 701,279
 701,089

 Total
 segment assets
 $ 12,282,118
 $ 10,615,312

 The accounting policies of the product testing segment are the same as
those described in the summary of significant accounting policies. The measure of segment assets is reported on the balance sheet
as total consolidated assets.

 Reportable segment operating results are presented below:

 Three
 Months Ended March 31,

 Revenue
 2025
 2024

 Product
 Test sales
 $ 940
 $ 15,928

 Total
 Segment Revenue
 $ 940
 $ 15,928

 Segment
 Operating expenses

 Payroll
 and related costs
 $ 601,046
 $ 2,935,775

 Rent
 and facility expense
 66,393
 41,555

 Legal
 and professional expense
 301,520
 349,737

 Consulting
 and contractor expense
 160,802
 222,778

 Insurance
 expense
 156,567
 181,737

 Filing
 fees expense
 20,131
 75,153

 Transfer
 agent expense
 6,382
 13,566

 Software
 and web computing expense
 78,591
 72,213

 Board
 compensation expense
 49,612
 50,000

 Investor
 relations expense
 3,750
 61,095

 Other
 segment items (a)
 97,248
 120,332

 Research
 and development expense
 2,200
 10,840

 Sales
 and marketing expense
 41,820
 34,402

 Amortization
 expense
 45,438
 4,793

 Interest
 expense, net
 4,504
 5,536

 Total
 Segment Net Income
 $ (1,635,064 )
 $ (4,163,584 )

 (a)

 Other segment items included in segment net income include shipping expense, taxes expense, subscription fees expense, bank fees expense and other overhead expense.

 The
Company will incorporate similar disclosure regarding its single operating segment in its future periodic reports.

 On
behalf of the Company and its management, I acknowledge that the Company and its management are responsible for the adequacy and accuracy
of their disclosures, notwithstanding any review, comments, action or absence of action by the Staff.

 Please
direct any questions that you may have with respect to the foregoing, or if any additional supplemental information is required by the
Staff, please contact Elisa Luqman at eluqman@cdio.ai.

 Very truly yours,

CARDIO DIAGNOSTICS HOLDINGS, INC.

By: /s/ Elisa Luqman ________________________
Name: Elisa Luqman
Title: Chief Financial Officer

<DOCUMENT>
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<TEXT>
 May 7, 2025

Elisa Luqman
Chief Financial Officer
Cardio Diagnostics Holdings, Inc.
311 West Superior Street Suite 444
Chicago, IL 60654

 Re: Cardio Diagnostics Holdings, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2024
 File No. 001-41097
Dear Elisa Luqman:

 We have reviewed your May 7, 2025 response to our comment letter and
have the
following comment.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.
Unless we note otherwise, any references to prior comments are to comments in
our April 17,
2025 letter.

Form 10-K for the Fiscal Year Ended December 31, 2024
Item 8. Financial Statements and Supplemental Data
Note 3 - Summary of Significant Accounting Policies, page F-7

1. We note your response and proposed disclosure to prior comment five and
reissue our
 comment in part. Please confirm that your future filings will include
the ASC 280-10-
 50 disclosure requirements to provide your measure of segment
profit/loss, significant
 segment expense, and other requirements that may be applicable to your
single
 operating segment.
 May 7, 2025
Page 2

 Please contact Bonnie Baynes at 202-551-4924 or Angela Connell at
202-551-3426 if
you have questions regarding comments on the financial statements and related
matters.

 Sincerely,

 Division of Corporation
Finance
 Office of Life Sciences
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Correspondence

 Cardio Diagnostics
Holdings Inc.

 311 W Superior St,
Ste 444

 Chicago, IL 60654

 (855)
226 9991

 May 7, 2025

 VIA EDGAR

 Division of Corporation Finance

 Office of Life Sciences

 United States Securities and Exchange Commission

 Attention: Bonnie Baynes, Angela Connell

 Re: Cardio Diagnostics Holdings, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2024
File No. 001-41097

 Set forth below are the responses
of Cardio Diagnostics Holdings, Inc. (the " Company ") to the comments received from the staff of the Division of Corporation
Finance (the " Staff ") of the U.S. Securities and Exchange Commission (the " Commission ") by letter
dated April 24, 2025, with respect to the Company's Form 10-K for the fiscal year ended December 31, 2024 (No. 001-41097), which
was filed with the Commission on March 20, 2025 (the " Form 10-K ").

 For your convenience,
our responses are prefaced by the exact text of each of the Staff's comments in bold, italicized text.

 Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations

 Recent Regulatory Developments, page 59

 1. We note your disclosure that beginning on May 6, 2025, unless overturned
by a court or Congress or stayed or withdrawn by the new Administration, implementation of the FDA final rule on laboratory developed
tests will "substantially increase costs and regulatory burdens" for many clinical laboratories. Please revise your disclosure
in future filings to describe the potential material unfavorable impact that implementation of this new law is reasonably likely to have
on your net sales or revenues or income from continuing operations. Refer to Item 303(b)(2)(ii) of Regulation S-K.

 RESPONSE :

 On March 31, 2025, a federal
district court vacated the FDA final rule, thereby cancelling the rulemaking's associated requirements. The court held that laboratory
developed tests do not meet the definition of a medical device under the Federal Food, Drug, and Cosmetic ("FD&C") Act
and the FDA therefore lacks jurisdiction to regulate them. Laboratories no longer need to comply with the regulatory changes that were
set to take effect on May 6, 2025, or with the rulemaking's other requirements. The federal government did not seek a stay of the
district court's opinion and no appeal has been made to date. We therefore do not believe it will be relevant pursuant to Item 303(b)(2)(ii)
of Regulation S-K to describe in our future filings the potential material unfavorable impact of the prior FDA rule on the Company's
net sales, revenues or income from continuing operations.

 General and Administrative Expenses, page 61

 2. We note your general and administrative expenses represent over 80%
of net loss for 2024 and 2023. Please revise your future filings to disaggregate your general and administrative expenses to provide investors
with a quantified understanding of significant underlying components that are material to your operations. Your current disclosures only
provide explanation of the year-over-year change and the nature and drivers of current year activity are unclear. Further, enhance your
disclosures to clarify the impact of material changes on future operating trends. Refer to Item 303(b)(2) of Regulation S-K.

 Division of Corporation Finance
May 7, 2025

 Page 2

 RESPONSE :

 The Company will include in its Form 10-Q
for the quarter ending March 31, 2025, and in subsequent filings a disaggregation of its general and administrative expenses discussion
similar to the following.

 General and Administrative Expenses

 General and administrative expenses
for the year ended December 31, 2024, were $8,169,458 as compared to $$6,936,646 for the year ended December 31, 2023, an increase of
$1,232,812.

 The overall increase was primarily due to an increase in stock compensation expenses of $2,591,168 (mainly as a result of
new stock options issued in the first quarter of 2024) for the year ended December 31, 2024, as compared to $1,279,276 for the year ended
December 31, 2023, offset by a decrease in D&O insurance expense of $460,571 in the year ended December 31, 2024.

 General and Administrative expense
for the year ended December 31, 2024, also consisted of payroll and related costs of $1,715,521, rent and other facility costs of $204,717,
legal and professional fees of $731,210, consulting and contractor fees of $740,516, insurance expense of $714,481, filing fees of $102,514,
transfer agent fees of $67,536, software and web computing expenses of $157,441 and general corporate overhead expenses of $1,143,994.

 We expect our overall corporate
overhead to remain relatively flat. We expect an increase in payroll and related costs, and other facility costs, including furnishing
the facility, capital expenditure of laboratory equipment, and other laboratory materials, as we prepare to put a company laboratory into
operation in 2025. Additionally, as a public company, we expect to have to comply with changing legal and exchange requirements, including
as to regulations of the SEC and the continued listing requirements of the NASDAQ. We incur additional annual expenses related to
these matters and, among other things, additional directors' and officers' liability insurance, director fees, reporting requirements
of the SEC, transfer agent fees, increased auditing and legal fees and similar expenses.

 Contractual Obligations, page 64

 3. We note that it appears you are contractually obligated under your
exclusive license agreement with the University of Iowa Research Foundation ("UIRF"), entered into on May 2, 2017 and amended
on September 2, 2022, to pay each of: (i) 2% of annual net sales, and (ii) 15% of non-royalty fees to UIRF if the Company enters into
one or more sublicensing agreements. Please revise your future contractual obligation disclosures to include a discussion of your license
agreements to disclose all material payment terms including quantification of any amounts the Company has paid under such agreements to
date, as well as term and termination provisions.

 RESPONSE :

 The Company will include
in its Form 10-Q for the quarter ending March 31, 2025, and in subsequent contractual obligation disclosures, a discussion of its license
agreements to disclose all material payment terms including quantification of any amounts the Company has paid under such agreements to
date, as well as term and termination provisions. To date, the only license agreement to which the Company is a party is the exclusive
license (as amended) with UIRF referenced above, and the Company has issued shares to UIRF pursuant to the exclusive license and is to
pay a royalty fee of 2% of Net Sales. The Company has had minimal sales to date and has paid $1,294 in total royalty fees to UIRF under
such exclusive license.

 Division of Corporation Finance
May 7, 2025

 Page 3

 Item 9A. Controls and Procedures, page 67

 4. We note your annual report does not include a report of management's
assessment regarding internal control over financial reporting ("ICFR") due to a transition period established by rules of
the Securities and Exchange Commission for newly public companies. Since you were required to file or filed an annual report for the prior
year, it appears you are required to report on your management's assessment of ICFR. Please confirm that you will revise your future
filings to provide management's conclusion regarding the effectiveness of your internal control over financial reporting. Refer
to Item 308(a) of Regulation S-K.

 RESPONSE :

 The Company will include
in its Form 10-K for the fiscal year ending December 31, 2025, and in subsequent disclosures with respect to Item 308(a) of Regulation
S-K, a discussion of management's conclusions regarding the effectiveness of the Company's internal control over financial
reporting.

 Item 8. Financial Statements and Supplemental Data

 Note 3 - Summary of Significant Accounting Policies, page F-7

 5. Please confirm that you will provide the segment disclosures required
by ASC 280-10-50, as amended by ASU 2023-07, in your future filings. Refer to ASC 280-10-50-20 for single reportable segment entity requirements.

 RESPONSE :

 The Company will include
in its Form 10-Q for the quarter ending March 31, 2025, and in subsequent filings the segment disclosures required by ASC 280-10-50, as
amended by ASU 2023-07, in its future filings similar to the following.

 Segments

 The Company uses the "management
approach" in determining reportable operating segments. The management approach considers the internal organization and reporting
used by the Company's chief operating decision maker ("CODM"), who is our chief executive officer, for making operating
decisions and assessing performance as the source for determining the Company's reportable segments. Management, including the CODM,
reviews operating results solely by monthly revenue and operating results of the Company and, as such, the Company has determined that
the Company has one operating segment as defined by ASC Topic 280 "Segment Reporting".

 Division of Corporation Finance
May 7, 2025

 Page 4

 100% of the Company's revenues
are generated from products testing for major types of cardiovascular disease, and therefore the Company has one operating segment for
financial reporting purposes. The Company's principal products are its Epi+Gen CHD and PrecisionCHD tests. Epi+Gen CHD assesses
the risk for a coronary heart disease event, including a heart attack, in the next three years. PrecisionCHD aids in diagnosing and managing
coronary heart disease. The tests can be paid for by provider organizations, patients, and/or employers. Customers are generally charged
for tests utilized for the minimum committed test volume and the pricing can vary based on organization type, size and volume.

 On behalf of the Company
and its management, I acknowledge that the Company and its management are responsible for the adequacy and accuracy of their disclosures,
notwithstanding any review, comments, action or absence of action by the Staff.

 Please direct any questions that you may have with respect
to the foregoing, or if any additional supplemental information is required by the Staff, please contact Elisa Luqman at eluqman@cdio.ai.

 Very truly yours,

CARDIO DIAGNOSTICS HOLDINGS, INC.

By: /s/ Elisa Luqman
Name: Elisa Luqman
Title: Chief Financial Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
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<FILENAME>filename2.txt
<TEXT>
 April 24, 2025

Elisa Luqman
Chief Financial Officer
Cardio Diagnostics Holdings, Inc.
311 West Superior Street Suite 444
Chicago, IL 60654

 Re: Cardio Diagnostics Holdings, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2024
 File No. 001-41097
Dear Elisa Luqman:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the Fiscal Year Ended December 31, 2024
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of
Operations
Recent Regulatory Developments, page 59

1. We note your disclosure that beginning on May 6, 2025, unless overturned
by a court
 or Congress or stayed or withdrawn by the new Administration,
implementation of the
 FDA final rule on laboratory developed tests will "substantially
increase costs and
 regulatory burdens" for many clinical laboratories. Please revise your
disclosure in
 future filings to describe the potential material unfavorable impact
that
 implementation of this new law is reasonably likely to have on your net
sales or
 revenues or income from continuing operations. Refer to Item
303(b)(2)(ii) of
 Regulation S-K.
General and Administrative Expenses, page 61

2. We note your general and administrative expenses represent over 80% of
net loss for
 2024 and 2023. Please revise your future filings to disaggregate your
general and
 April 24, 2025
Page 2

 administrative expenses to provide investors with a quantified
understanding of
 significant underlying components that are material to your operations.
Your current
 disclosures only provide explanation of the year-over-year change and
the nature and
 drivers of current year activity are unclear. Further, enhance your
disclosures to
 clarify the impact of material changes on future operating trends. Refer
to Item
 303(b)(2) of Regulation S-K.
Contractual Obligations, page 64

3. We note that it appears you are contractually obligated under your
exclusive license
 agreement with the University of Iowa Research Foundation ("UIRF"),
entered into
 on May 2, 2017 and amended on September 2, 2022, to pay each of: (i) 2%
of annual
 net sales, and (ii) 15% of non-royalty fees to UIRF if the Company
enters into one or
 more sublicensing agreements. Please revise your future contractual
obligation
 disclosures to include a discussion of your license agreements to
disclose all material
 payment terms including quantification of any amounts the Company has
paid under
 such agreements to date, as well as term and termination provisions.
Item 9A. Controls and Procedures, page 67

4. We note your annual report does not include a report of management s
assessment
 regarding internal control over financial reporting ("ICFR") due to a
transition period
 established by rules of the Securities and Exchange Commission for newly
public
 companies. Since you were required to file or filed an annual report for
the prior year,
 it appears you are required to report on your management s assessment
of ICFR.
 Please confirm that you will revise your future filings to provide
management's
 conclusion regarding the effectiveness of your internal control over
financial
 reporting. Refer to Item 308(a) of Regulation S-K.
Item 8. Financial Statements and Supplemental Data
Note 3 - Summary of Significant Accounting Policies, page F-7

5. Please confirm that you will provide the segment disclosures required by
ASC 280-
 10-50, as amended by ASU 2023-07, in your future filings. Refer to ASC
280-10-50-
 20 for single reportable segment entity requirements.
 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

 Please contact Bonnie Baynes at 202-551-4924 or Angela Connell at
202-551-3426
with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
</TEXT>
</DOCUMENT>

February 13, 2025
Meeshanthini Dogan
Chief Executive Officer
Cardio Diagnostics Holdings, Inc.
311 W. Superior Street, Suite 444
Chicago, IL 60654
Re:Cardio Diagnostics Holdings, Inc.
Registration Statement on Form S-3
Filed February 7, 2025
File No. 333-284775
Dear Meeshanthini Dogan:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Tamika Sheppard at 202-551-8346 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:P. Rupert Russell

CORRESP
1
filename1.htm

Correspondence

Cardio Diagnostics Holdings, Inc.

311 West Superior Street, Suite 444

Chicago, IL 60654

February 13, 2025

VIA EDGAR

Division of Corporation Finance

Office of Life Sciences

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attn:	Tamika N. Sheppard

Re:  Cardio Diagnostics Holdings, Inc.

                                                                                Registration Statement on Form S-3

                                                                                File No. 333-284775

Acceleration Request

Requested
Date:	February 14, 2025

Requested Time:	5 p.m. Eastern Time, or as soon thereafter as practicable

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act
of 1933, as amended, Cardio Diagnostics Holdings, Inc. (“Company”) hereby requests that the above-referenced Registration
Statement on Form S-3 (File No. 333-284775) (the “Registration Statement”) be declared effective at the “Requested
Date” and “Requested Time” set forth above or at such later time as the Company or its counsel may orally request via
telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission.

Once the Registration Statement has been declared
effective, please orally confirm that event with our counsel, Shartsis Friese LLP, by calling Rupert Russell at (415) 425-5839.

Please direct any questions or comments regarding
this acceleration request to Mr. Russell at the above-telephone number. Thank you.

[Signature page follows]

    Very truly yours,

    CARDIO DIAGNOSTICS HOLDINGS, INC.

     By:
    /s/ Meeshanthini V. Dogan

    Meeshanthini V. Dogan
Chief Executive Officer

cc:  P. Rupert Russell, Esq.

                                                                                Shartsis Friese LLP

CORRESP
1
filename1.htm

Correspondence

Cardio Diagnostics Holdings, Inc.

311 West Superior Street, Suite 444

Chicago, IL 60654

December 2, 2024

VIA EDGAR

Division of Corporation Finance

Office of Life Sciences

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attn:	Tamika N. Sheppard

Re:  Cardio Diagnostics Holdings, Inc.

                                                                                Registration Statement on Form S-1

                                                                                File No. 333-283419

Acceleration Request

	Requested Date:	December 3, 2024

	Requested Time:	4:30 p.m. Eastern Time, or as soon thereafter
as practicable

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act
of 1933, as amended, Cardio Diagnostics Holdings, Inc. (“Company”) hereby requests that the above-referenced Registration
Statement on Form S-l (File No. 333-283419) (the “Registration Statement”) be declared effective at the “Requested
Date” and “Requested Time” set forth above or at such later time as the Company or its counsel may orally request via
telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission.

Once the Registration Statement has been declared
effective, please orally confirm that event with our counsel, Shartsis Friese LLP, by calling Rupert Russell at (415) 425-5839.

Please direct any questions or comments regarding
this acceleration request to Mr. Russell at the above-telephone number. Thank you.

[Signature page follows]

Very truly yours,

CARDIO DIAGNOSTICS HOLDINGS, INC.

By:  /s/ Meeshanthini V. Dogan

Meeshanthini V. Dogan

Chief Executive Officer

cc:  P. Rupert Russell, Esq.

                                                                                Shartsis Friese LLP

November 26, 2024
Meeshanthini V. Dogan
Chief Executive Officer
Cardio Diagnostics Holdings, Inc.
311 West Superior Street, Suite 444
Chicago, IL 60654
Re:Cardio Diagnostics Holdings, Inc.
Registration Statement on Form S-1
Filed November 22, 2024
File No. 333-283419
Dear Meeshanthini V. Dogan:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Tamika Sheppard at 202-551-8346 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:P. Rupert Russell

CORRESP
1
filename1.htm

Correspondence

Cardio Diagnostics Holdings, Inc.

311 W. Superior Street, Suite 444

Chicago, IL 60654

January 30, 2024

VIA EDGAR

Division of Corporation Finance

Office of Life Sciences

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attn:  Daniel Crawford

Re:  Cardio Diagnostics Holdings, Inc.

                                                                                Registration Statement on Form S-3

                                                                                File No. 333-276725

Acceleration Request

  Requested Date:
  February 1, 2024

  Requested Time:
  11:00 a.m. Eastern Time, or as soon thereafter as practicable

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act
of 1933, as amended, Cardio Diagnostics Holdings, Inc. (“Company”) hereby requests that the above-referenced Registration
Statement on Form S-3 (File No. 333-276725) (the “Registration Statement”) be declared effective at the “Requested
Date” and “Requested Time” set forth above or at such later time as the Company or its counsel may orally request via
telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission.

Once the Registration Statement has been declared
effective, please orally confirm that event with our counsel, Shartsis Friese LLP, by calling Rupert Russell at (415) 425-5839.

Please direct any questions or comments regarding
this acceleration request to Mr. Russell at the above-telephone number. Thank you.

[Signature page follows]

Very truly yours,

CARDIO DIAGNOSTICS HOLDINGS, INC.

By:		     /s/ Meeshanthini V. Dogan

Meeshanthini V. Dogan

Chief Executive Officer

cc:  P. Rupert Russell, Esq.

                                                                                Shartsis Friese LLP

United States securities and exchange commission logo
January 30, 2024
Meeshanthini Dogan, Ph.D.
Chief Executive Officer
Cardio Diagnostics Holdings, Inc.
311 W. Superior Street, Suite 444
Chicago, IL 60654
Re:Cardio Diagnostics Holdings, Inc.
Registration Statement on Form S-3
Filed January 26, 2024
File No. 333-276725
Dear Meeshanthini Dogan:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Daniel Crawford at 202-551-7767 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       P. Rupert Russell, Esq.

United States securities and exchange commission logo
April 10, 2023
Meeshanthini V. Dogan, Ph.D.
Chief Executive Officer
Cardio Diagnostics Holdings, Inc.
400 North Aberdeen Street, Suite 900
Chicago, IL 60642
Re:Cardio Diagnostics Holdings, Inc.
Registration Statement on Form S-1
Filed April 5, 2023
File No. 333-271147
Dear Meeshanthini V. Dogan:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Tim Buchmiller at (202) 551-3635 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       P. Rupert Russell, Esq.

CORRESP
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Correspondence

Cardio Diagnostics Holdings, Inc.

400 North Aberdeen Street, Suite 900

Chicago, IL 60642

April 10, 2023

VIA EDGAR

Division of Corporation Finance

Office of Life Sciences

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attn:	Tim Buchmiller

Re:	Cardio Diagnostics Holdings, Inc.

Registration Statement on Form S-1

File No. 333-271147

Acceleration Request

  Requested Date:
  April 11, 2023

  Requested Time:
  4:30 p.m. Eastern Time, or as soon thereafter as practicable

 Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act
of 1933, as amended, Cardio Diagnostics Holdings, Inc. (“Company”) hereby requests that the above-referenced Registration
Statement on Form S-l (File No. 333-271147) (the “Registration Statement”) be declared effective at the “Requested
Date” and “Requested Time” set forth above or at such later time as the Company or its counsel may orally request via
telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission.

Once the Registration Statement has been declared
effective, please orally confirm that event with our counsel, Shartsis Friese LLP, by calling Rupert Russell at (415) 425-5839.

Please direct any questions or comments regarding
this acceleration request to Mr. Russell at the above-telephone number. Thank you.

[Signature page follows]

    Very truly yours,

                    CARDIO DIAGNOSTICS HOLDINGS, INC.

     By:
    /s/ [Meeshanthini V. Dogan

    Meeshanthini V. Dogan
Chief Executive Officer

cc:  P. Rupert Russell, Esq.

                                                                                Shartsis Friese LLP

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Cardio Diagnostics Holdings, Inc.

400 North Aberdeen Street, Suite 900

Chicago, IL 60642

January 20, 2023

VIA EDGAR

Division of Corporation Finance

Office of Life Sciences

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attn:      Cindy Polynice

Jason Drory

Re:	Cardio Diagnostics Holdings, Inc.

Registration Statement on Form S-1

File No. 333-268759

Acceleration Request

	Requested Date:     	January 24, 2023

	Requested Time:	    4:30 p.m. Eastern Time, or as soon thereafter
as practicable

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities
Act of 1933, as amended, Cardio Diagnostics Holdings, Inc. (the “Company”) hereby requests that the above-referenced
Registration Statement on Form S-l (File No. 333-268759) (the “Registration
Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above or at
such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation
Finance of the Securities and Exchange Commission.

Once the Registration Statement has been declared
effective, please orally confirm that event with our counsel, Shartsis Friese LLP, by calling Rupert Russell at (415) 425-5839.

Please direct any questions or comments regarding
this acceleration request to Mr. Russell at the above-telephone number. Thank you.

[Signature page follows]

Very truly yours,

CARDIO DIAGNOSTICS HOLDINGS, INC.

By:		/s/ Elisa Luqman

Elisa Luqman

Chief Financial Officer

cc:       Meeshanthini Dogan, Ph.D.

Chief Executive Officer

P. Rupert Russell, Esq.

Shartsis Friese LLP

United States securities and exchange commission logo
December 22, 2022
Dr. Meeshanthini Dogan
Chief Executive Officer
Cardio Diagnostics Holdings, Inc.
400 North Aberdeen Street, Suite 900
Chicago, IL 60642
Re:Cardio Diagnostics Holdings, Inc.
Registration Statement on Form S-1
Filed December 12, 2022
File No. 333-268759
Dear Dr. Meeshanthini Dogan:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 filed December 12, 2022
Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview, page 85
1.Please expand your discussion here to reflect the fact that this offering involves the sale of
a substantial portion of shares for resale and discuss how such sales could impact the
market price of the company's common stock.
2.We note that the projected revenues for Q2-Q4 2022 were $784,250, as set forth in the
unaudited prospective financial information Cardio’s management team prepared and
provided to MANA in connection with the evaluation of the Business Combination. We
also note that you did not appear to report any actual revenues for the Nine Months Ended
September 30, 2022. It appears that you will miss your projection unless you expect to

 FirstName LastNameDr. Meeshanthini Dogan
 Comapany NameCardio Diagnostics Holdings, Inc.
 December 22, 2022 Page 2
 FirstName LastName
Dr. Meeshanthini Dogan
Cardio Diagnostics Holdings, Inc.
December 22, 2022
Page 2
have revenue in Q4 2022. Please update your disclosure in Liquidity and Capital
Resources, and elsewhere, to provide updated information about the company’s financial
position and further risks to the business operations and liquidity in light of these
circumstances or otherwise advise.
Liquidity and Capital Resources, page 89
3.In light of the significant number of redemptions and the unlikelihood that the company
will receive significant proceeds from exercises of the warrants because of the disparity
between the exercise price of the warrants and the current trading price of the common
stock, please expand your discussion of capital resources to address any changes in the
company’s liquidity position since the Business Combination. If the company is likely to
have to seek additional capital, discuss the effect of this offering on the company’s ability
to raise additional capital.
General
4.We note the disclosure on the cover page of the likelihood that warrant holders will not
exercise their warrants because the warrants are out the money.  Provide similar disclosure
in your risk factor section and disclose that cash proceeds associated with the exercises of
the warrants are dependent on the stock price.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Cindy Polynice at 202-551-8707 or Jason Drory at 202-551-8342 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       P. Rupert Russell, Esq.

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Correspondence

Mana Capital Acquisition Corp.

8 The Green, Suite 12490

Dover, DE 19901

October 5, 2022

VIA EDGAR

Division of Corporation Finance

Office of Life Sciences

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    RE:
    Mana Capital Acquisition Corp. (the “Company”)

    Registration Statement on Form S-4, as amended

    (File No. 333-265308) (the “Registration Statement”)

Ladies and Gentlemen:

The Company hereby requests, pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the Registration Statement
so that such Registration Statement will become effective as of 3:30 p.m. EST on Thursday, October 6, 2022, or as soon thereafter
as practicable.

Please contact Michael A. Goldstein,
Esq. of Becker & Poliakoff, LLP, counsel to the Company, at (212) 599-3322 as soon as the Registration Statement has been declared
effective, or if you have any other questions or concerns regarding this matter.

    Very truly yours,

    Mana Capital Acquisition Corp.

    By:
    /s/ Jonathan Intrater

    Name:
    Jonathan Intrater

    Title:
    Chief Executive Officer

cc:   Becker & Poliakoff, LLP

Shartsis & Friese, LLP

CORRESP
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Correspondence

    Michael A. Goldstein

    mgoldstein@beckerlawyers.com

    Phone: (212) 440-5988

    45 Broadway, 17th Floor

    New York, New York 10006

October 3, 2022

Via EDGAR

Division of Corporation Finance

Office of Life Sciences

Securities and Exchange Commission

Washington, D.C. 20549

    Attn.:

    Ms. Doris Stacey Gama

    Mr. Joseph McCann

    Ms. Christine Torney

    Mr. Brian Cascio

    Re:

    Mana Capital Acquisition Corp

    Amendment No. 3 to Registration Statement on Form S-4

    Filed September 15, 2022

    File No. 333-265308

Dear Ms. Gama, Mr. McCann, Ms. Torney and Mr. Cascio:

On behalf of our client, Mana
Capital Acquisition Corp, a Delaware corporation (the “Company”), we submit to the staff (the “Staff”)
of the Securities and Exchanges Commission (the “Commission”) this letter setting forth the Company’s responses
to the comment contained in the Staff’s letter dated September 30, 2022 on Amendment No. 3 to the Company’s Registration Statement
on Form S-4 filed on September 15, 2022 (the “Registration Statement”). The Staff’s comment is repeated
below in bold and is followed by the Company’s response.

Amendment No. 3 to Registration Statement on Form S-4

General

    1.
    With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S. person.  Please also tell us whether anyone or any entity associated with or otherwise involved in the transaction, is, is controlled by, or has substantial ties with a non-U.S. person.  If so, also include risk factor disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Further,  disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination and require you to liquidate. Disclose the consequences of liquidation to investors, such as the losses of the investment opportunity in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless.

The Company acknowledges the Staff’s comment and
hereby advises the Staff that the sponsor, Mana Capital, LLC, is a limited liability company organized under the laws of the State of
Delaware. The sole member of the sponsor is Juventus, LLC, a Delaware limited liability company and the sole member of this company is
Tong Mao, a U.S. citizen, who has sole voting and investment discretion with respect to the shares
of the Company held of record by the sponsor. Further, all the members of the Company’s management and board of directors
are U.S. citizens. None of the foregoing persons is controlled by a non-U.S. person and to the knowledge of the Company, neither the Sponsor
nor any of the members of the Company’s management or board of directors has any relationships or ties that would require the transaction
to be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or would
otherwise be likely to prevent the Company from consummating its business combination with Cardio Diagnostics, Inc. (“Cardio”).

In addition, except for certain minority stockholders
of Cardio, to the Company’s knowledge there is no other individual or entity associated with or otherwise involved in the transaction
that is a non-U.S. person, is controlled by a non-U.S. person or has any relationships or ties that would require the transaction to be
subject to review by a U.S. government entity, such as CFIUS, or would otherwise be likely to prevent the Company from consummating its
business combination with Cardio. The Company has further been advised by Cardio that there are a total of 39 investors in Cardio that
are non-U.S. persons, that collectively own approximately 25.8% of the outstanding shares of common stock of Cardio. Of this amount, the
two largest foreign investors in Cardio each own less than 2.3% of the total number of outstanding shares of common stock of Cardio.

Based on the foregoing, the Company respectfully submits
that it does not believe that additional disclosure in the Registration Statement is required.

****

Thank you for your assistance
in this matter. Please contact the undersigned or Jie Chengying Xiu with any questions or further comments. Our email addresses are, respectively,
jxiu@beckerlawyers.com and mgoldstein@beckerlawyers.com.

    Very truly yours,

    Becker & Poliakoff, LLP

     By:
     /s/ Michael A. Goldstein, Esq.

    cc:
    Jonathan Intrater (Mana Capital)

    Jie Chengying Xiu, Esq.  (Becker)

    P. Rupert Russell, Esq. (Shartsis Friese LLP)

United States securities and exchange commission logo
September 30, 2022
Jonathan Intrater
Chief Executive Officer
Mana Capital Acquisition Corp.
8 The Green, Suite 12490
Dover, DE 19901
Re:Mana Capital Acquisition Corp.
Amendment No. 3 to Registration Statement on Form S-4
Filed September 15, 2022
File No. 333-265308
Dear Mr. Intrater:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our September 8, 2022 letter.
Amendment No. 3 to Registration Statement on Form S-4
General
1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person.  Please also tell us whether anyone or any
entity associated with or otherwise involved in the transaction, is, is controlled by, or has
substantial ties with a non-U.S. person.  If so, also include risk factor disclosure that
addresses how this fact could impact your ability to complete your initial business
combination. For instance, discuss the risk to investors that you may not be able to
complete an initial business combination with a U.S. target company should the
transaction be subject to review by a U.S. government entity, such as the Committee on
Foreign Investment in the United States (CFIUS), or ultimately prohibited. Further,

 FirstName LastNameJonathan Intrater
 Comapany NameMana Capital Acquisition Corp.
 September 30, 2022 Page 2
 FirstName LastName
Jonathan Intrater
Mana Capital Acquisition Corp.
September 30, 2022
Page 2
disclose that the time necessary for government review of the transaction or a decision to
prohibit the transaction could prevent you from completing an initial business
combination and require you to liquidate. Disclose the consequences of liquidation to
investors, such as the losses of the investment opportunity in a target company, any price
appreciation in the combined company, and the warrants, which would expire worthless.
            You may contact Christine Torney at 202-551-3652 or Brian Cascio at 202-551-3676 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Doris Stacey Gama at 202-551-3188 or Joe McCann at 202-551-6262 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Jie Chengying Xiu, Esq.

CORRESP
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Correspondence

    Michael A. Goldstein

    mgoldstein@beckerlawyers.com

    Phone: (212) 440-5988

    45 Broadway, 17th Floor

    New York, New York 10006

September 15, 2022

Via EDGAR

Division of Corporation Finance

Office of Life Sciences

Securities and Exchange Commission

Washington, D.C. 20549

    Attn.:

    Ms. Doris Stacey Gama

    Mr. Joseph McCann

    Ms. Christine Torney

    Mr. Brian Cascio

    Re:

    Mana Capital Acquisition Corp

    Amendment No. 2 to Registration Statement on Form S-4

    Filed August 23, 2022

    File No. 333-265308

Dear Ms. Gama, Mr. McCann, Ms. Torney and Mr. Cascio:

On behalf of our client, Mana
Capital Acquisition Corp, a Delaware corporation (the “Company”), we submit to the staff (the “Staff”)
of the Securities and Exchanges Commission (the “Commission”) this letter setting forth the Company’s responses
to the comments contained in the Staff’s letter dated September 8, 2022 on Amendment No. 2 to the Company’s Registration Statement
on Form S-4 filed on August 23, 2022 (the “Registration Statement”).

Concurrently with the submission
of this letter, the Company is submitting Amendment No. 3 to its registration statement on Form S-4 (the “Amended Registration
Statement”) via EDGAR to the Commission.

The Staff’s comments are
repeated below in bold and are followed by the Company’s responses. We have included page references in the Amended Registration
Statement where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the
meanings set forth in the Amended Registration Statement.

Amendment No. 2 to Registration Statement on Form S-4

Cardio, page 11

    1.
    We refer to comment 4 from our letter dated July 25, 2022 and reissue the comment in part. Your recent amendment indicates that Cardio reported no revenues for the second straight quarter. Accordingly, please revise to remove the disclosure on page 11 and elsewhere stating that Cardio has commercialized epigenetics-based clinical tests for cardiovascular disease or, alternatively, provide context to those statements by explaining that you reported $901 of revenues from market testing in 2021 and, if true, that you have not made any sales in 2022.

The Company acknowledges the Staff’s
comment and has revised the disclosure in the Amended Registration Statement on page 11 and elsewhere to explain and highlight that Cardio
has only earned $901 in revenue since inception, all of which was earned in 2021, explaining that this is primarily due to management
being focused on establishing long-term relationships with customers believed to be more lucrative revenue sources in the future, but
that take many months or longer, to establish.

Basis for MANA Board of Directors' Recommendation
- Fairness Opinion, page 79

    2.
    We note your revised disclosure on page 79 in response to prior comment 4. Please also revise the summary on page 17 where you first discuss the fairness opinion, as well as the risk factor disclosures on page 39 concerning the unreliability of the projections, to explain that Benchmark based its fairness opinion in part upon Cardio’s FY2025 and FY2026 projections notwithstanding the view of MANA's Board that these projections are inherently unreliable.

The Company acknowledges the Staff’s
comment and has revised the disclosure in the Amended Registration Statement to provide the information requested in this comment. See
pages 17 and 39 of the Amended Registration Statement.

Cardio’s Business

Company Overview, page 109

    3.
    We note your revised disclosure in response to prior comment 5, including your disclosure that you plan to have aggregate funds ranging between approximately $15 million to approximately $75 million. Please revise the two accompanying tables to show the use of proceeds at those two levels. To the extent that the funds are insufficient to achieve any of the seven purposes, then please disclose the additional funding that would be required to achieve each such purpose.

The Company acknowledges the Staff’s
comment and has revised the disclosure in the Amended Registration Statement on page 109. Having had an opportunity to discuss this comment
with the Staff, the Company realized that there was a typographical error in the Maximum Redemptions table which may have given rise to
the comment. The typographical error in the range of proceeds for the line item, “Strategically expand testing process outside of
a single high complexity CLIA lab to multiple labs, including hospital laboratories,” has been corrected. As a result, the list
of the seven currently anticipated uses of proceeds set forth in that table are in line with the receipt of the minimum proceeds of approximately
$15 million.

****

Thank you for your assistance
in this matter. Please contact the undersigned or Jie Chengying Xiu with any questions or further comments. Our email addresses are, respectively,
jxiu@beckerlawyers.com and mgoldstein@beckerlawyers.com.

    Very truly yours,

    Becker & Poliakoff, LLP

     By:
     /s/ Michael A. Goldstein, Esq.

    cc:
    Jonathan Intrater (Mana Capital)

    Jie Chengying Xiu, Esq.  (Becker)

    P. Rupert Russell, Esq. (Shartsis Friese LLP)

United States securities and exchange commission logo
September 8, 2022
Jonathan Intrater
Chief Executive Officer
Mana Capital Acquisition Corp.
8 The Green, Suite 12490
Dover, DE 19901
Re:Mana Capital Acquisition Corp.
Amendment No. 2 to Registration Statement on Form S-4
Filed August 23, 2022
File No. 333-265308
Dear Mr. Intrater:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our August 8, 2022 letter.
Amendment No. 2 to Registration Statement on Form S-4
Cardio, page 11
1.We refer to comment 4 from our letter dated July 25, 2022 and reissue the comment in
part.  Your recent amendment indicates that Cardio reported no revenues for the second
straight quarter.  Accordingly, please revise to remove the disclosure on page 11 and
elsewhere stating that Cardio has commercialized epigenetics-based clinical tests for
cardiovascular disease or, alternatively, provide context to those statements by explaining
that you reported $901 of revenues from market testing in 2021 and, if true, that you have
not made any sales in 2022.

 FirstName LastNameJonathan Intrater
 Comapany NameMana Capital Acquisition Corp.
 September 8, 2022 Page 2
 FirstName LastName
Jonathan Intrater
Mana Capital Acquisition Corp.
September 8, 2022
Page 2
Basis for MANA Board of Directors' Recommendation - Fairness Opinion, page 79
2.We note your revised disclosure on page 79 in response to prior comment 4.  Please also
revise the summary on page 17 where you first discuss the fairness opinion, as well as the
risk factor disclosures on page 39 concerning the unreliability of the projections, to
explain that Benchmark based its fairness opinion in part upon Cardio’s FY2025 and
FY2026 projections notwithstanding the view of MANA's Board that these projections are
inherently unreliable.
Cardio's Business
Company Overview, page 109
3.We note your revised disclosure in response to prior comment 5, including your disclosure
that you plan to have aggregate funds ranging between approximately $15 million to
approximately $75 million.  Please revise the two accompanying tables to show the use of
proceeds at those two levels. To the extent that the funds are insufficient to achieve any of
the seven purposes, then please disclose the additional funding that would be required to
achieve each such purpose.
            You may contact Christine Torney at (202) 551-3652 or Brian Cascio at (202) 551-3676
if you have questions regarding comments on the financial statements and related
matters.  Please contact Doris Stacey Gama at (202) 551-3188 or Joe McCann at (202) 551-6262
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Jie Chengying Xiu, Esq.

CORRESP
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Correspondence

    Michael A. Goldstein

    mgoldstein@beckerlawyers.com

    Phone: (212) 440-5988

    45 Broadway, 17th Floor

    New York, New York 10006

August 23, 2022

Via EDGAR

Division of Corporation Finance

Office of Life Sciences

Securities and Exchange Commission

Washington, D.C. 20549

    Attn.:

    Ms. Doris Stacey Gama

    Mr. Joseph McCann

    Ms. Christine Torney

    Mr. Brian Cascio

    Re:

    Mana Capital Acquisition Corp

    Amendment No. 1 to Registration Statement on Form S-4

    Filed July 27, 2022

    File No. 333-265308

Dear Ms. Gama, Mr. McCann, Ms. Torney and Mr. Cascio:

On behalf of our client, Mana
Capital Acquisition Corp, a Delaware corporation (the “Company”), we submit to the staff (the “Staff”)
of the Securities and Exchanges Commission (the “Commission”) this letter setting forth the Company’s responses
to the comments contained in the Staff’s letter dated August 8, 2022 on Amendment No. 1 to the Company’s Registration Statement
on Form S-4 filed on July 27, 2022 (the “Registration Statement”).

Concurrently with the submission
of this letter, the Company is submitting Amendment No. 2 to its registration statement on Form S-4 (the “Amended Registration
Statement”) via EDGAR to the Commission.

The Staff’s comments are
repeated below in bold and are followed by the Company’s responses. We have included page references in the Amended Registration
Statement where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the
meanings set forth in the Amended Registration Statement.

Registration Statement on Form S-4

Q: How do I exercise my redemption rights?, page 5

    1.
    We note your amended disclosure highlighting that Holders of outstanding MANA Units must separate the underlying securities "far enough in advance" to permit the mailing of the certificates back to the holder so that the holder may then exercise redemption rights tendering the physical certificates or electronically delivering the shares within the required time limitation. Please revise here and on the cover page to specify the timeframe needed to meet the time limitation.

The Company acknowledges the Staff’s
comment and has revised the disclosure in the Amended Registration Statement to provide the information requested in this comment. See
the cover page to the prospectus included within the Amended Registration Statement and pages 5 and 13 of the Amended Registration Statement.

Background and Negotiations with Cardio, page 76

    2.
    We note your revised disclosure in response to prior comment 10 and reissue in part. Please explain why the past investment history of those who have invested with Cardio's Dr. Warren Hosseinion was a primary concern of diligence. Clarify what diligence MANA and/or its counsel conducted and what, if anything, they concluded.

In response to the Staff’s comment,
the Company has revised the disclosure in the Amended Registration Statement on page 74 in accordance with the Staff’s comment.
In addition, the Company has revised such disclosure to clarify that the primary concern of its diligence investigation was not on the
past investment history of those who previously invested with Dr. Hosseinion, but rather that it focused on the rates of return generated
by companies that Dr. Hosseinion had either founded or led.

    3.
    We note your revised disclosures in response to prior comment 25. Please revise to indicate what diligence, if any, MANA or its representatives conducted concerning whether Cardio's products underwent processes and procedures to qualify as LDTs, including the requisite processes and procedures, and regulatory qualification of Cardio’s clinical laboratories and other vendors.

In response to the Staff’s comment,
the Company has revised the disclosure in the Amended Registration Statement on page 74 in accordance with the Staff’s comment.

Basis for MANA Board of Directors; Recommendation; Fairness Opinion,
page 79

    4.

    We refer to your revised disclosures in response to prior comments 13
    and 14. Your revised disclosures on pages 81 and 86 indicate that Benchmark utilized Cardio’s FY2025 and FY2026 revenue projections
    in all three customary valuation approaches it conducted to arrive at its fairness opinion. We further note your revised disclosures on
    pages 35 and 81 indicate that Cardio’s FY2025 and FY2026 revenue projections were based on the assumption that Cardio would obtain
    broad-based coverage and reimbursement from third-party payors by 2025 and that the MANA Board did not rely upon Cardio’s financial
    projections in recommending the Business Combination to its stockholders because the financial projections prepared by Cardio “are
    not reliable.” Accordingly, please revise all disclosures concerning Benchmark’s fairness opinion to explain that Benchmark
    relied upon FY2025-2026 projections that MANA’s Board considers to be unreliable. Also, revise all disclosures indicating that the
    MANA Board did not rely on Cardio’s financial

    projections to clarify that Benchmark primarily based its fairness opinion
    upon Cardio’s FY2025 and FY2026 projections.

In response to the Staff’s comment,
the Company has revised the disclosure in the Amended Registration Statement on pages 35, 77, and 79 - 81 in accordance with the Staff’s
comment.

Going Concern and Management's Plans, page 142

    5.
    We note your revised disclosures on pages 109 and 142 in response to prior comment 19 as well a your updated disclosures concerning the private placements. Please revise to disclose Cardio’s current plans for the proceeds to be received in connection with the Business Combination and private placements, including the approximate amount intended to be used for each specific purpose. To the extent that the proceeds are not sufficient to carry out the strategies you outline on pages 142-143, then please disclose which areas will require additional funding in the future.

In response to the Staff’s
comment, the Company has revised the disclosure in the Amended Registration Statement on pages 109 and 142 in accordance with the
Staff’s comment.

Exhibits

    6.
    We refer to prior comment 28 and reissue. Please tell us why you removed the disclosure on page 114 regarding these three contracts and provide your analysis for concluding that each of the three agreements is not required to be filed pursuant to Item 601(b) of Regulation S-K.

In response to the Staff’s comment,
please be advised that Cardio continues to believe that the three contracts referred to in Comment No. 6 are not material contracts within
the meaning of Item 601(b)(10) of Regulation S-K. Generally, each of the subject contracts were entered into in the ordinary course of
business and do not fall within any of the stated exceptions set forth in Item 601(b)(10)(ii). Specifically:

(A)
With respect to the contract with IBI Scientific Corporation (“IBI”): This agreement,
entered into in November 2020, is a fulfillment contract to assemble and supply kits to patients and/or providers to facilitate the collection
of a blood sample, handling of the resulting biohazard material and delivery of the sample to the testing lab. The agreement was for an
original term of 12 months, and renews annually, unless notice by either party is sent at least 60 days prior to the end of the current
term. There is no exclusivity. Cardio provides most of the contents of the kits, while IBI supplies the biohazard bag and return envelopes
and prints the packaging, shipping labels, instructions and a reminder sheet, affixing a unique bar code for identification and tracking
on the carton, biohazard bag, blood tube and invoice. These are not proprietary services or products and can be sourced from numerous
fulfillment facilities, or potentially internally.

(B)
With respect to the contract with InTeleLabs, Inc.: This agreement, entered
into in November 2020, is a telehealth services and clinical lab test supply agreement. InTeleLabs is a telehealth and personalized medicine
company that provides individuals with access to home collection consumer-initiated diagnostic laboratory testing through its proprietary
platform and network of independent healthcare professionals. The agreement has an initial two-year term and is renewable for successive
one-year terms unless notified of cancellation at least 90 days prior to the end of the then-current term. Cardio currently uses InTeleLabs’
network of healthcare providers, among other providers and other sales channels, to receive orders for its Epi+Gen CHD™ test. Pursuant
to this agreement, for patients interested in getting tested via the telemedicine option, InTeleLabs’ healthcare providers order
the Epi+Gen CHDTM test for qualified patients; the sample collection kit for the test is delivered to the patient, currently
by IBI, and once the test results are available, those healthcare providers then provide consultancy services to the patients regarding
the test results and related matters. Through this agreement, Cardio has received minimal revenue and is pursuing offering this test through
other providers and other sales channels that have the potential to provide significantly greater revenue streams due to the volume of
patients they serve.

(C)
With respect to the contract with MOgene: This agreement, entered into effective as of May 2019,
is a five-year master development and testing services agreement, expiring in May 2024. Under the agreement, MOgene provided and continues
to provide, as needed, test process, validation under CLIA regulation and process documentation control, as well as ongoing testing services
and test results. The agreement may be terminated without cause by either party upon 180 days’ prior written notice. MOgene currently
is Cardio’s choice to run its tests and provide test results to Cardio for transmission to the patient’s healthcare provider.
However, according to the Centers for Medicare and Medicaid Services website, there are approximately 330,000 CLIA-certified laboratories.
The agreement with MOgene is not exclusive, and therefore, Cardio believes that it could contract with another CLIA-certified lab without
incurring unreasonable expense or delay, if, in the future, it were to decide to use a different lab. In addition, as set forth in the
registration statement, Cardio intends to acquire a laboratory that would become the site where the Epi+Gen CHD™ test is offered,
and Cardio is currently evaluating potential lab candidates for acquisition.

For the foregoing reasons, the Company
respectfully requests the Staff’s concurrence with Cardio’s analysis that the contracts with IBI Scientific Corp., InTeleLabs,
Inc. and MOgene are all contracts entered into in the ordinary course of Cardio’s business, that in each instance, there are numerous
alternative sources that could provide the same services and that, were Cardio to decide to replace one or more of these counterparties,
it could do so without incurring a material adverse impact on its business, financial condition or results of operations.

****

Thank you for your assistance
in this matter. Please contact the undersigned or Jie Chengying Xiu with any questions or further comments. Our email addresses are, respectively,
jxiu@beckerlawyers.com and mgoldstein@beckerlawyers.com.

    Very truly yours,

    Becker & Poliakoff, LLP

     By:
     /s/ Michael A. Goldstein, Esq.

    cc:
    Jonathan Intrater (Mana Capital)

    Jie Chengying Xiu, Esq.  (Becker)

    P. Rupert Russell, Esq. (Shartsis Friese LLP)

United States securities and exchange commission logo
August 8, 2022
Jonathan Intrater
Chief Executive Officer
Mana Capital Acquisition Corp.
8 The Green, Suite 12490
Dover, DE 19901
Re:Mana Capital Acquisition Corp.
Amendment No. 1 to Registration Statement on Form S-4
Filed July 27, 2022
File No. 333-265308
Dear Mr. Intrater:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our July 5, 2022 letter.
Registration Statement on Form S-4
Q: How do I exercise my redemption rights?, page 5
1.We note your amended disclosure highlighting that Holders of outstanding MANA Units
must separate the underlying securities "far enough in advance" to permit the mailing of
the certificates back to the holder so that the holder may then exercise redemption rights
tendering the physical certificates or electronically delivering the shares within the
required time limitation.  Please revise here and on the coverpage to specify the timeframe
needed to meet the time limitation.

 FirstName LastNameJonathan Intrater
 Comapany NameMana Capital Acquisition Corp.
 August 8, 2022 Page 2
 FirstName LastName
Jonathan Intrater
Mana Capital Acquisition Corp.
August 8, 2022
Page 2
Background and Negotiations with Cardio, page 76
2.We note your revised disclosure in response to prior comment 10 and reissue in part.
Please explain why the past investment history of those who have invested with Cardio's
Dr. Warren Hosseinion was a primary concern of diligence.  Clarify what diligence
MANA and/or its counsel conducted and what, if anything, they concluded.
3.We note your revised disclosures in response to prior comment 25.  Please revise to
indicate what diligence, if any, MANA or its representatives conducted concerning
whether Cardio's products underwent processes and procedures to qualify as LDTs,
including the requisite processes and procedures, and regulatory qualification of Cardio’s
clinical laboratories and other vendors.
Basis for MANA Board of Directors; Recommendation; Fairness Opinion, page 79
4.We refer to your revised disclosures in response to prior comments 13 and 14. Your
revised disclosures on pages 81 and 86 indicate that Benchmark utilized Cardio’s FY2025
and FY2026 revenue projections in all three customary valuation approaches it conducted
to arrive at its fairness opinion.  We further note your revised disclosures on pages 35 and
81 indicate that Cardio’s FY2025 and FY2026 revenue projections were based on the
assumption that Cardio would obtain broad-based coverage and reimbursement from
third-party payors by 2025 and that the MANA Board did not rely upon Cardio’s financial
projections in recommending the Business Combination to its stockholders because the
financial projections prepared by Cardio “are not reliable.”  Accordingly, please revise all
disclosures concerning Benchmark’s fairness opinion to explain that Benchmark relied
upon FY2025-2026 projections that MANA’s Board considers to be unreliable.  Also,
revise all disclosures indicating that the MANA Board did not rely on Cardio’s financial
projections to clarify that Benchmark primarily based its fairness opinion upon Cardio’s
FY2025 and FY2026 projections.
Going Concern and Management's Plans, page 142
5.We note your revised disclosures on pages 109 and 142 in response to prior comment 19
as well a your updated disclosures concerning the private placements.  Please revise to
disclose Cardio’s current plans for the proceeds to be received in connection with the
Business Combination and private placements, including the approximate amount
intended to be used for each specific purpose.  To the extent that the proceeds are not
sufficient to carry out the strategies you outline on pages 142-143, then please disclose
which areas will require additional funding in the future.

 FirstName LastNameJonathan Intrater
 Comapany NameMana Capital Acquisition Corp.
 August 8, 2022 Page 3
 FirstName LastName
Jonathan Intrater
Mana Capital Acquisition Corp.
August 8, 2022
Page 3
Exhibits
6.We refer to prior comment 28 and reissue. Please tell us why you removed the disclosure
on page 114 regarding these three contracts and provide your analysis for concluding that
each of the three agreements is not required to be filed pursuant to Item 601(b) of
Regulation S-K.
            You may contact Christine Torney at 202-551-3652 or Brian Cascio at 202-551-3676 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Doris Stacey Gama at 202-551-3188 or Joe McCann at 202-551-6262 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Jie Chengying Xiu, Esq.

CORRESP
1
filename1.htm

Correspondence

  Michael A. Goldstein

mgoldstein@beckerlawyers.com

Phone: (212) 440-5988

45 Broadway, 17th Floor

New York, New York 10006

July 25, 2022

Via EDGAR

Division of Corporation Finance

Office of Life Sciences

Securities and Exchange Commission

Washington, D.C. 20549

    Attn.:
    Ms. Doris Stacey Gama

                                                          Mr. Joseph McCann

                                                          Ms. Christine Torney

                                                          Mr. Brian Cascio

    Re:

    Mana Capital Acquisition Corp

    Registration Statement on Form S-4

    Filed May 31, 2022

    File No. 333-265308

Dear Ms. Gama, Mr. McCann, Ms. Torney and Mr. Cascio:

On behalf of our client, Mana
Capital Acquisition Corp, a Delaware corporation (the “Company”), we submit to the staff (the “Staff”)
of the Securities and Exchanges Commission (the “Commission”) this letter setting forth the Company’s responses
to the comments contained in the Staff’s letter dated July 5, 2022 on the Company’s Registration Statement on Form S-4 filed
on May 31, 2022 (the “Registration Statement”).

Concurrently with the submission
of this letter, the Company is submitting Amendment No. 1 to its registration statement on Form S-4 (the “Amended Registration
Statement”) with exhibits via EDGAR to the Commission.

The Staff’s comments are
repeated below in bold and are followed by the Company’s responses. We have included page references in the Amended Registration
Statement where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the
meanings set forth in the Amended Registration Statement.

Registration Statement and Proxy Statement on Form S-4

Do any of MANA’s directors or officers
have interests that may conflict with my interests with respect to the Business Combination?, page 3

    1.
    Please clarify whether Mr. Intrater is covered by the indemnity contained in the Business Combination Marketing Agreement.

In response to the Staff’s comment,
the Company has revised the disclosure in the Amended Registration Statement on page 3 in accordance with the Staff’s comment.

    2.
    Please file as an exhibit the agreement whereby the Sponsor has agreed to transfer securities to Mr. Intrater, or advise.

In response to the Staff’s comments,
the Company has filed the agreement between the Sponsor and Mr. Intrater as Exhibit 10.12 to the Amended Registration Statement.

Cardio, page 11

    3.
    Revise the Summary presentation to explain and highlight that FDA has not approved or cleared Cardio’s product or evaluated any of the performance claims presented here or in the Business section. To the extent that FDA has not cleared or approve any epigenetics- based clinical tests, please revise to highlight this information.

The Company acknowledges the Staff’s
comment and has revised the disclosure in the Amended Registration Statement to explain and highlight that the FDA has not approved or
cleared Cardio’s product or evaluated any of the performance claims presented in this filing. See pages 11 and 109 of the Amended
Registration Statement.

    4.
    Please provide us support for your disclosure that Cardio has commercialized the tests. In this regard, we note the disclosure that Cardio introduced the product for market testing in 2021 and that Cardio did not report any revenues for the first quarter of 2022. Also, revise the Business section where appropriate to discuss the sales and marketing of this product. Given that the FY2021 financial statements reflect an accounts receivable balance at 12/31 equal to the revenues for the entire year, tell us whether the sales were made to one or a few customers.

The Company acknowledges the Staff’s
comment and has revised the disclosure in the Amended Registration Statement to discuss the sales and marketing of Cardio’s product.
See pages 11, 115, and 117-119 of the Amended Registration Statement. Further, the Company advises the Staff in support of the disclosure
that Cardio has commercialized its test product.

Risks Related to Cardio's Intellectual Property
Certain core technology of Cardio..., page 31

    5.
    Please revise to explain here, and elsewhere as applicable, the scope of the initial work as well as the follow-on work. Discuss the term and termination provisions of the University of Iowa licenses.

The Company acknowledges the Staff’s
comment and has revised the disclosure in the Amended Registration Statement to explain the scope of the work pursuant to the University
of Iowa licenses and to discuss the term and termination provisions of these licenses. See pages 32 and 121-122 of the Amended Registration
Statement.

The Cardio Private Placement, page 64

    6.
    Revise to indicate whether the actual size and the material terms of the PIPE will be known and disclosed prior to MANA’s shareholder vote. Explain the impact of the potential Cardio private placement on the merger consideration. Also, tell us your basis for the assumption disclosed on page 63 and elsewhere concerning Cardio raising $10 million. In this regard, we note the disclosure on page 82 indicates that the closing condition for the PIPE investment stands at $4.5 million. Also, tell us the identity of the placement agent.

The Company acknowledges the Staff’s
comment and has revised the disclosure in the Amended Registration Statement to address the questions raised in Staff’s comment.
See pages 70 and 75 of the Amended Registration Statement. In addition, the Company notes that the revisions it has incorporated to address
this comment refer to the Cardio private placement rather than the potential PIPE investment, which, as described on pages 12 and 91,
is a separate transaction that is contemplated to occur following the closing of the Business Combination.

Background to Negotiations with Cardio, page
71

    7.
    Your disclosure on page 71 indicates that Benchmark's opinion addresses fairness to stockholders "unaffiliated with the Sponsor of MANA or its affiliates." Please reconcile this disclosure with the last sentence of the fairness opinion which states that the consideration is fair to the Company’s shareholders from a financial point of view. As applicable, please revise the disclosure on page 17 to clarify that the fairness opinion addresses fairness to stockholders and explain how that differs from an opinion that specifically addresses fairness to the unaffiliated stockholders.

The Company acknowledges the Staff’s
comment and has revised the disclosure in the Amended Registration Statement to respond to Staff’s comments concerning the fairness
opinion. See page 77 of the Amended Registration Statement.

    2

    8.
    Revise to discuss briefly on pages 67-68 Cardio’s Merger Agreement with I-On. Without limitation, discuss how the Cardio business was valued for purposes of that merger agreement and the reason(s) why the merger was not consummated.

The Company acknowledges the Staff’s
comment and has revised the disclosure in the Amended Registration Statement to discuss the Merger Agreement between Cardio and I-On Digital
and the termination thereof. See pages 73 and 129-130 of the Amended Registration Statement.

    9.
    Please revise the Background section to detail the negotiations concerning Cardio’s valuation and the merger consideration. Discuss Cardio’s basis for the $175 million valuation as well as MANA’s basis for the $75 million valuation.

The Company acknowledges the Staff’s
comment and has revised the disclosure in the Amended Registration Statement to further detail the negotiation’s concerning the
valuation of Cardio. See page 74 of the Amended Registration Statement.

    10.
    Please revise the discussion at the bottom of page 68 to explain in greater detail each of the four primary concerns of diligence and how MANA reached the conclusion that it would be a feasible transaction. Similarly revise the second paragraph on page 70 and elsewhere to identify the due diligence matters that arose and how they were addressed in the merger agreement.

The Company acknowledges the Staff’s
comment and has revised the disclosure in the Amended Registration Statement to include greater detail about MANA’s due diligence
process. See pages 74 - 76 of the Amended Registration Statement.

    11.
    With respect to the negotiations and discussions conducted during the May 18 to May 26 period, please revise to explain the specific changes and modifications sought by each of the parties. For instance, and without limitation, please disclose the representations that Cardio agreed to provide concerning its business, operations and financial condition.

The Company acknowledges the Staff’s
comment and has revised the disclosure in the Amended Registration Statement to include additional detail regarding the specific changes
sought by the parties to the Merger Agreement. See pages 75 - 76 of the Amended Registration Statement.

    12.
    Please revise the discussion of Cardio’s growth plans and the cash closing condition. In particular, disclose the amount that MANA believed was necessary for Cardio to achieve its growth plan and the reason MANA sought to reduce the closing condition amount.

The Company acknowledges the Staff’s
comment and has revised the disclosure in the Amended Registration Statement to address Staff’s comment. See pages 75 - 76 of the
Amended Registration Statement.

MANA’s Board of Directors’ Reasons
…, page 71

    13.
    Please revise to disclose the financial projections that Cardio presented to the MANA Board or its advisors, including the forecasts for the December 31, 2022 to 2026 time periods. As applicable, disclose the date(s) when Cardio presented each set of projections to you or your advisors and any material assumptions that served as a basis for Cardio’s or MANA’s financial model.

The Company acknowledges the Staff’s
comment and has revised the disclosure in the Amended Registration Statement to include the financial projections of Cardio and the additional
information requested by Staff in this comment. See pages 81 - 85 of the Amended Registration Statement.

    3

    14.
    We note the disclosure that the MANA Board did not rely on Cardio’s financial projections as a determinative factor in its decision to enter into the Merger Agreement. Please further revise to discuss what consideration, if any, the MANA Board gave to Cardio projections. Discuss whether the MANA Board and/or Benchmark found any of Cardio’s projections to be unreasonable and/or modified the Cardio projections when developing their own financial model.

The Company acknowledges the Staff’s
comment and has revised the disclosure in the Amended Registration Statement to address the Staff’s comment. See pages 81- 82 of
the Amended Registration Statement.

Interests of Certain MANA-Related Persons in
the Business Combination, page 75

    15.
    Please revise to identify your “initial stockholders.”

The Company acknowledges the Staff’s
comment and has revised the disclosure in the Amended Registration Statement to identify is initial stockholders. See page 86 of the Amended
Registration Statement.

    16.
    Please revise to present separately Mr. Intrater’s financial interest in the Business Combination. Include in the presentation the potential value of the sponsor shares and private warrants discussed in the penultimate paragraph on page 63. Given the disclosure that Mr. Intrater is a Managing Director at Ladenburg, Thalmann & Co., Inc., please disclose whether he would directly or indirectly receive any of the deferred underwriting commission, Business Combination Marketing fees, or any other potential payments to Ladenburg.

The Company acknowledges the Staff’s
comment and has revised the disclosure in the Amended Registration Statement to address the matters raised in Staff’s comment. See
pages 86 - 87 of the Amended Registration Statement.

The Potential PIPE Investment, page 80

    17.
    Tell us why the parties are seeking to conduct an additional PIPE after the Business Combination, and how the $3 million value was chosen. Also, revise to clarify the parties who will cooperate with the combined company to consummate a PIPE Investment.

The Company acknowledges the Staff’s
comment and has revised the disclosure in the Amended Registration Statement to include the information requested in this comment. See
pages 12 and 91 of the Amended Registration Statement. The Company and Cardio are seeking to conduct an additional PIPE of $3 million
following the closing of the Business Combination in support of efforts to enter into a strategic business relationship. The $3 million
value referenced in this section of the Amended Registration Statement will be supportive of, but is not necessary to the business plans
of Cardio, during the period to December 31, 2023. $3 million is the cash amount that the potential strategic counterparty has proposed
and is presently considering investing in the combined entity and reflects the potential opportunity that the potential strategic counterparty
envisages from such a strategic business relationship.

Information about Cardio, Page 97

    18.
    Please tell us your basis for indicating that the June 2021 study independently validated the performance of the Epi+Gen CHD™ product. In this regard, it appears that Cardio’s CEO was the lead author of the referenced study. To the extent that an external study was also conducted, please revise to clearly identify that study and provide details so that investors can assess it.

The Company acknowledges the Staff’s
comment and has revised the disclosure in the Amended Registration Statement to address the Staff’s comment. See pages 112, 114
and 119 of the Amended Registration Statement. The Company notes that the disclosure referenced in the Staff’s comment has been
revised to clarify that the June 2021 study was a peer-reviewed study regarding the performance of the Epi+Gen CHD™ product.

    4

    19.
    Please revise to disclose Cardio’s plans for the proceeds to be received in connection with the Business Combination. To the extent that the proceeds could vary materially, please present the uses under various scenarios. Also, revise to discuss here and on page 124 whether the proceeds in all instances would be sufficient to (i) fund the company for the 12 months following closing and (ii) launch the saliva-based version of the product that Cardio intends to launch in 2023.

The Company acknowledges the Staff’s
comment and has revised the disclosure in the Amended Registration Statement to describe Cardio’s plans for the proceeds to be received
in the Business Combination. The Company has also included additional disclosure in the Amended Registration Statement to address the
matters raised by the Staff in this comment concerning the sufficiency of the proceeds. See pages109 and 138 of the Amended Registration
Statement.

Products, page 99

    20.
    You state that the upon completion of laboratory profiling of the EPI+Gen CHD™ biomarker panel, the data is interpreted using Cardio's ML/AI risk calculator. Please expand to disclose what Cardio's ML/AI risk calculator is screening for, ranges of risk scores, and what risk scores consider a patient to be at risk of cardiovascular diseases. You also state that such test is capable of assessing near-term risk of CHD (three-years). Please expand to include if such test is recommended to be taken every three years for assessing cardiovascular disease risks.

The Company acknowledges the Staff’s
comment and has revised the disclosure in the Amended Registration Statement to address the topics raised by Staff in this comment. See
pages 113 – 115 of the Amended Registration Statement.

    21.
    You state that in addition to the licensed technology, Cardio

United States securities and exchange commission logo
July 5, 2022
Jonathan Intrater
Chief Executive Officer
Mana Capital Acquisition Corp.
8 The Green, Suite 12490
Dover, DE 19901
Re:Mana Capital Acquisition Corp.
Resgistration Statement on Form S-4
Filed May 31. 2022
File No. 333-265308
Dear Mr. Intrater:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement and Proxy Statement on Form S-4
Do any of MANA's directors or officers have interests that may conflict with my interests with
respect to the Business Combination?, page 3
1.Please clarify whether Mr. Intrater is covered by the indemnity contained in the Business
Combination Marketing Agreement.
2.Please file as an exhibit the agreement whereby the Sponsor has agreed to transfer
securities to Mr. Intrater, or advise.
Cardio, page 11
3.Revise the Summary presentation to explain and highlight that FDA has not approved or
cleared Cardio’s product or evaluated any of the performance claims presented here or in

 FirstName LastNameJonathan Intrater
 Comapany NameMana Capital Acquisition Corp.
 July 5, 2022 Page 2
 FirstName LastNameJonathan Intrater
Mana Capital Acquisition Corp.
July 5, 2022
Page 2
the Business section.  To the extent that FDA has not cleared or approve any epigenetics-
based clinical tests, please revise to highlight this information.
4.Please provide us support for your disclosure that Cardio has commercialized the tests. In
this regard, we note the disclosure that Cardio introduced the product for market testing in
2021 and that Cardio did not report any revenues for the first quarter of 2022. Also, revise
the Business section where appropriate to discuss the sales and marketing of this product.
Given that the FY2021 financial statements reflect an accounts receivable balance at
12/31 equal to the revenues for the entire year, tell us whether the sales were made to one
or a few customers.
Risks Related to Cardio's Intellectual Property
Certain core technology of Cardio..., page 31
5.Please revise to explain here, and elsewhere as applicable, the scope of the initial work as
wells as the follow-on work.  Discuss the term and termination provisions of the
University of Iowa licenses.
The Cardio Private Placement, page 64
6.Revise to indicate whether the actual size and the material terms of the PIPE will be
known and disclosed prior to MANA’s shareholder vote. Explain the impact of the
potential Cardio private placement on the merger consideration. Also, tell us your basis
for the assumption disclosed on page 63 and elsewhere concerning Cardio raising $10
million.  In this regard, we note the disclosure on page 82 indicates that the closing
condition for the PIPE investment stands at $4.5 million.  Also, tell us the identity of the
placement agent.
Background to Negotiations with Cardio, page 71
7.Your disclosure on page 71 indicates that Benchmark's opinion addresses fairness to
stockholders "unaffiliated with the Sponsor of MANA or its affiliates."  Please reconcile
this disclosure with the last sentence of the fairness opinion which states that the
consideration is fair to the Company’s shareholders from a financial point of view.  As
applicable, please revise the disclosure on page 17 to clarify that the fairness opinion
addresses fairness to stockholders and explain how that differs from an opinion that
specifically addresses fairness to the unaffiliated stockholders.
8.Revise to discuss briefly on pages 67-68 Cardio’s Merger Agreement with I-On.  Without
limitation, discuss how the Cardio business was valued for purposes of that merger
agreement and the reason(s) why the merger was not consummated.
9.Please revise the Background section to detail the negotiations concerning Cardio’s
valuation and the merger consideration.  Discuss Cardio’s basis for the $175 million
valuation as well as MANA’s basis for the $75 million valuation.

 FirstName LastNameJonathan Intrater
 Comapany NameMana Capital Acquisition Corp.
 July 5, 2022 Page 3
 FirstName LastNameJonathan Intrater
Mana Capital Acquisition Corp.
July 5, 2022
Page 3
10.Please revise the discussion at the bottom of page 68 to explain in greater detail each of
the four primary concerns of diligence and how MANA reached the conclusion that it
would be a feasible transaction. Similarly revise the second paragraph on page 70 and
elsewhere to identify the due diligence matters that arose and how they were addressed in
the merger agreement.
11.With respect to the negotiations and discussions conducted during the May 18 to May 26
period, please revise to explain the specific changes and modifications sought by each of
the parties.  For instance, and without limitation, please disclose the representations that
Cardio agreed to provide concerning its business, operations and financial condition.
12.Please revise the discussion of Cardio’s growth plans and the cash closing condition.  In
particular, disclose the amount that MANA believed was necessary for Cardio to achieve
its growth plan and the reason MANA sought to reduce the closing condition amount.
MANA's Board of Directors' Reasons..., page 71
13.Please revise to disclose the financial projections that Cardio presented to the MANA
Board or its advisors, including the forecasts for the December 31, 2022 to 2026 time
periods.  As applicable, disclose the date(s) when Cardio presented each set of projections
to you or your advisors and any material assumptions that served as a basis for Cardio’s or
MANA’s financial model.
14.We note the disclosure that the MANA Board did not rely on Cardio’s financial
projections as a determinative factor in its decision to enter into the Merger Agreement.
 Please further revise to discuss what consideration, if any, the MANA Board gave to
Cardio projections.  Discuss whether the MANA Board and/or Benchmark found any of
Cardio’s projections to be unreasonable and/or modified the Cardio projections when
developing their own financial model.
Interests of Certain MANA-Related Persons in the Business Combination, page 75
15.Please revise to identify your “initial stockholders.”
16.Please revise to present separately Mr. Intrater’s financial interest in the Business
Combination.  Include in the presentation the potential value of the sponsor shares and
private warrants discussed in the penultimate paragraph on page 63.  Given the disclosure
that Mr. Intrater is a Managing Director at Ladenburg, Thalmann & Co., Inc., please
disclose whether he would directly or indirectly receive any of the deferred underwriting
commission, Business Combination Marketing fees, or any other potential payments to
Ladenburg.
The Potential PIPE Investment, page 80
17.Tell us why the parties are seeking to conduct an additional PIPE after the Business
Combination, and how the $3 million value was chosen.  Also, revise to clarify the parties
who will cooperate with the combined company to consummate a PIPE Investment.

 FirstName LastNameJonathan Intrater
 Comapany NameMana Capital Acquisition Corp.
 July 5, 2022 Page 4
 FirstName LastNameJonathan Intrater
Mana Capital Acquisition Corp.
July 5, 2022
Page 4
Information about Cardio, page 97
18.Please tell us your basis for indicating that the June 2021 study independently validated
the performance of the Epi+Gen CHD™ product.  In this regard, it appears that Cardio’s
CEO was the lead author of the referenced study.  To the extent that an external study was
also conducted, please revise to clearly identify that study and provide details so that
investors can assess it.
19.Please revise to disclose Cardio’s plans for the proceeds to be received in connection with
the Business Combination.  To the extent that the proceeds could vary materially, please
present the uses under various scenarios.  Also, revise to discuss here and on page 124
whether the proceeds in all instances would be sufficient to (i) fund the company for the
12 months following closing and (ii) launch the saliva-based version of the product that
Cardio intends to launch in 2023.
Products, page 99
20.You state that the upon completion of laboratory profiling of the EPI+Gen CHD™
biomarker panel, the data is interpreted using Cardio's ML/AI risk calculator. Please
expand to disclose what Cardio's ML/AI risk calculator is screening for, ranges of risk
scores, and what risk scores consider a patient to be at risk of cardiovascular diseases. You
also state that such test is capable of assessing near-term risk of CHD (three-years). Please
expand to include if such test is recommended to be taken every three years for assessing
cardiovascular disease risks.
21.You state that in addition to the licensed technology, Cardio has other patent applications
pending. Please state the number of pending patent applications and further state if these
pending patents will be owned by the University of Iowa or Cardio.
Cardio's Market Opportunity, page 101
22.Please revise to identify the source for the $31.5 billion projection for the global CVD
diagnostics market.
Intellectual Property, page 105
23.With reference to the disclosure on page 103, please revise to discuss each of the three
patent families, including the Core Technology covered by the University of Iowa
license.  Clarify whether the Artificial Intelligence aspect of the technology is covered by
any patents and/or patent applications.
24.You state that Cardio currently uses a variety of non-exclusive licensed technologies
owned by third parties, including Thermo Fisher Scientific, Bio-Rad Laboratories, and
Amazon Web Services. Please revise, as applicable, to include a risk factor regarding the
risk that these third parties could amend the terms of these agreements and/or terminate
them, and the effect this may have on Cardio's business.

 FirstName LastNameJonathan Intrater
 Comapany NameMana Capital Acquisition Corp.
 July 5, 2022 Page 5
 FirstName LastNameJonathan Intrater
Mana Capital Acquisition Corp.
July 5, 2022
Page 5
Laboratory-Developed Tests, page 107
25.We note your disclosure that “Cardio believes” the test that Cardio currently offers is a
laboratory-developed test, or “LDT.”  Please revise to clarify whether Mana Capital
Acquisition Corp shares this same belief and discuss, where appropriate in the
proxy/prospectus, what, if any, due diligence MANA or its representatives conducted to
reach a conclusion on this matter.
26.Expand the discussion to explain how the current test is developed, validated and
performed within a single laboratory, particularly given your disclosure at the bottom of
page 23 discusses use of a contract manufacturer in Michigan and testing performed in a
laboratory in Missouri.
27.Please revise to update your disclosure concerning the VALID Act and the VITAL Act as
well as the potential impact on regulation of Cardio’s business.
Exhibits
28.With reference to Regulation S-K, Item 601, please file the material contracts relating to
Cardio’s business.  For instance, and without limitation, please file the license agreements
with University or Iowa as well as the agreements with InTeleLabs, IBI Scientific and
MOgene, which you discuss on page 99.
General
29.We note that Ladenburg, Thalmann & Co., Inc., and  I-Bankers Securities, Inc. were
underwriters for the initial public offering of the SPAC, and that Ladenburg and
Benchmark served as financial advisers to the SPAC in connection with the proposed
business combination transaction with Cardio. We also note press reports that certain
financial advisors are ending their involvement in SPAC business combination
transactions. Please tell us, with a view to disclosure, whether you have received notice
from any of these institutions about them ceasing involvement in your transaction and
how that may impact your deal or any deferred compensation owed to such company. In
addition, identify if any financial advisor served Cardio, or any other financial advisor
served the SPAC, in connection with the proposed transaction, and provide similar
disclosure as applicable.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

 FirstName LastNameJonathan Intrater
 Comapany NameMana Capital Acquisition Corp.
 July 5, 2022 Page 6
 FirstName LastName
Jonathan Intrater
Mana Capital Acquisition Corp.
July 5, 2022
Page 6
            You may contact Christine Torney at 202-551-3652 or Brian Cascio at 202-551-3676 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Doris Stacey Gama at 202-551-3188 or Joe McCann at 202-551-6262 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Jie Chengying Xiu, Esq.