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United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 8-K

 

Current Report

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): December 9, 2022 (December 7, 2022)

 

GARDINER HEALTHCARE ACQUISITIONS CORP.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware   001-41185   86-2899992
(State or other jurisdiction of
incorporation) 		  (Commission
File Number) 		  (I.R.S. Employer
Identification No.)

 

3107 Warrington Road
Shaker Heights, Ohio		   44120
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (216) 633-6708

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading
Symbol(s)		   Name of each exchange
on
which registered
Units, each consisting of one share of common stock, par value $0.0001 per share, and one redeemable warrant   GDNRU   The Nasdaq Stock Market LLC
Shares of common stock, par value $0.0001 per share, included as part of the units   GDNR   The Nasdaq Stock Market LLC
Redeemable warrants included as part of the units   GDNRW   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

Item 1.01. Entry into a Material Definitive Agreement.

 

On December 7, 2022, Gardiner Healthcare Acquisitions Corp. (the “Company”) issued a Third Amended and Restated Promissory Note (the “Promissory Note”) to Gardiner Healthcare Holdings, LLC, a Delaware limited liability company (the “Lender”), one of the Company’s sponsors. The Promissory Note amends, restates, replaces and supersedes that certain Second Amended and Restated Promissory Note dated December 13, 2021, as amended, in the original principal amount of $300,000, executed by the Company in favor of Lender. Pursuant to the Promissory Note, the Lender agreed to loan the Company up to an aggregate principal amount of $1,500,000. The Promissory Note is non-interest bearing and all outstanding amounts under the Promissory Note will be due on the earlier of: (i) June 27, 2023, and (ii) the date on which the Company consummates an initial business combination.

 

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

See the information set forth in Item 1.01 of this Current Report on Form 8-K, which is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
     
10.1   Third Amended and Restated Promissory Note, dated December 7, 2022 made by Gardiner Healthcare Acquisitions Corp. to the order of Gardiner Healthcare Holdings, LLC.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: December 8, 2022 GARDINER HEALTHCARE ACQUISITIONS CORP.
     
  By: /s/ Marc F. Pelletier
  Name:  Marc F. Pelletier
  Title: Chief Executive Officer

 

 

 

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