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): June 20, 2023
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 | ||
| Redeemable warrants | 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.
The information disclosed in Item 5.07 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01 to the extent required herein. As approved by its stockholders at the special meeting (defined below), on June 20, 2023, Gardiner Healthcare Acquisitions Corp. (the “Company”) and Continental Stock Transfer & Trust Company entered into an amendment to the Investment Management Trust Agreement, dated December 21, 2021, by and between Continental Stock Transfer & Trust Company and the Company (the “Trust Agreement”). A copy of the amendment to the Trust Agreement is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information disclosed in Item 5.07 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03 to the extent required herein. As approved by its stockholders at the special meeting, on June 21, 2023, the Company filed a certificate of amendment to its amended and restated certificate of incorporation (the “Charter”) which became effective upon filing. A copy of the certificate of amendment to the Charter is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 20, 2023, the Company held a special meeting of stockholders (the “special meeting”). On May 22, 2023, the record date for the special meeting, there were 4,091,822 shares of common stock of the Company entitled to be voted at the special meeting, approximately 86.79% of which were represented in person or by proxy at the special meeting.
The final results for each of the matters submitted to a vote of the Company’s stockholders at the special meeting are as follows:
1. Charter Amendment Proposal
The stockholders approved the proposal to amend (the “Charter Amendment”) the Company’s Charter by allowing the Company to extend (the “Extension”) the date by which it has to consummate a business combination (the “Combination Period”) for an additional one (1) month, from June 27, 2023 to July 27, 2023, by depositing into the trust account (the “trust account”) $100,000 (the “Extension Payment”) for the one-month extension, and thereafter to extend the Combination Period up to five (5) times by an additional month each time (or up to December 27, 2023) by depositing into the trust account $100,000 for each additional month extension. The voting results were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
| 3,318,652 | 232,476 | -0- | -0- |
2. Trust Amendment Proposal
The stockholders approved the proposal to amend (the “Trust Amendment” and together with the Charter Amendment, the “Extensions”) the Trust Agreement, allowing the Company to extend the Combination Period for an additional one (1) months, from June 27, 2023 to July 27, 2023 (the “Trust Amendment”), by depositing into the trust account the Extension Payment for the one-month extension, and thereafter to extend the Combination Period up to five (5) times by an additional month each time (or up to December 27, 2023) by depositing into the trust account $100,000 for each additional month extension. The voting results were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
| 3,318,652 | 232,476 | -0- | -0- |
Item 8.01. Other Events.
In connection with the votes to approve the Extensions, the holders of 332,922 shares of common stock of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.51 per share, for an aggregate redemption amount of approximately $3,500,301, leaving approximately $16,850,066 in the trust account, based on the approximately $20,350,367 held in the trust account as of June 15, 2023 (less funds that may be withdrawn to pay taxes).
Item 9.01. Financial Statements and Exhibits
(c) Exhibits:
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Gardiner Healthcare Acquisitions Corp., dated June 21, 2023. | |
| 10.1 | Amendment to the Investment Management Trust Agreement, dated June 20, 2023, by and between Gardiner Healthcare Acquisitions Corp. and Continental Stock Transfer & Trust Company. | |
| 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.
| GARDINER HEALTHCARE AcquisitionS Corp. | ||
| By: | /s/ Marc F. Pelletier | |
| Name: Marc F. Pelletier | ||
| Title: Chief Executive Officer | ||
| Date: June 26, 2023 | ||