MAAQ Mana Capital Acquisition Corporation

On March 8, 2023, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with YA II PN, Ltd. (“Yorkville”), a fund managed by Yorkville Advisors Global, LP, headquartered in Mountainside, New Jersey. Pursuant to the Securities Purchase Agreement, the Company agreed to issue and sell to Yorkville convertible debentures (the “Convertible Debentures”) in the principal amount of up to $11.2 million, which are convertible into shares of the Company’s Common Stock, $0.00001 par value (as converted, the “Conversion Shares”) on the terms and subject to the conditions set forth therein. As previously reported, on March 8, 2023, upon signing the Securities Purchase Agreement, the Company issued and sold to Yorkville a Convertible Debenture in the principal amount of $5.0 million for a purchase price of $4.5 million (the “First Convertible Debenture”). Pursuant to the Securities Purchase Agreement, the parties further agreed that the Company will issue and sell to Yorkville, and Yorkville will purchase from the Company, a second Convertible Debenture in the principal amount of $6.2 million for a purchase price of $5.58 million upon satisfaction or waiver of certain specified conditions (the “Second Closing”).

The Amendment

By letter agreement dated June 2, 2023 (the “Amendment”), the Company and Yorkville mutually agreed that the date of the Second Closing will be September 15, 2023 (or such other date that is mutually agreed upon by the Company and Yorkville), provided that as of such date, the conditions to the Second Closing as set forth in Sections 6 and 7 of the Securities Purchase Agreement have been satisfied or waived. Attached to the Amendment is the form of Closing Statement, the form of Convertible Debenture for the Second Closing and the Compliance Certificate, the executed versions of which will be delivered by the Company to Yorkville at the Second Closing.

Except as set forth above, this Amendment does not modify or update the disclosures presented in, or exhibits to, the Original Filing in any way. The disclosures presented therein, as modified by the Amendment, are hereby incorporated by reference into this Item 1.01.