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): September 18, 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 |
| 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 September 18, 2023, Gardiner Healthcare Acquisitions Corp. (the “Company”) issued a Fourth Amended and Restated Promissory Note (the “Promissory Note”), in the principal amount of up to $2,500,000, 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 Third Amended and Restated Promissory Note dated December 7, 2022, as amended, in the principal amount of up to $1,500,000, executed by the Company in favor of the Lender (the “Existing Note”). Pursuant to the Promissory Note, the Lender and the Company agreed to increase the aggregate principal amount and extend the maturity date of the Existing Note. The Promissory Note is non-interest bearing and all outstanding amounts under the Promissory Note will be due on the earlier of: (i) December 27, 2023 (or such later extension date permitted by the Amended and Restated Certificate of Incorporation, as amended, of the Company (the “Certificate of Incorporation”) in the event the stockholders of the Company approve a further amendment to the Certificate of Incorporation to extend the period to consummate a business combination on or prior to December 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
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: September 19, 2023 | GARDINER HEALTHCARE ACQUISITIONS CORP. |
| | |
| | By: | /s/ Marc F. Pelletier |
| | Name: | Marc F. Pelletier |
| | Title: | Chief Executive Officer |
