Current Report Filing (8-k)

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): April 21, 2023 (April 17, 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	GDNR	The Nasdaq Stock Market LLC
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.

On April 17 and April 18, 2023, Gardiner Healthcare Acquisitions Corp. (the “Company”) issued unsecured promissory notes (each, a “Promissory Note” and, collectively, the “Promissory Notes”) to each of Marc F. Pelletier, the Chief Executive Officer of the Company, and Moss Ridge PTY LTD. Pursuant to the Promissory note with Mr. Pelletier, the Company borrowed $20,000 for expenses related to the Company’s operations, and repaid Mr. Pelletier on April 19, 2023. Pursuant to the Promissory Note with Moss Ridge PTY LTD, the Company borrowed the amount of $30,000 on April 18, 2023 for costs, fees and expenses related to the Company’s operations, including those relating to the preparation, negotiation and consummation of an intended initial business combination (the “Business Combination”). All unpaid principal under the Promissory Note with Moss Ridge PTY LTD will be due and payable in full on the earlier of (i) the Maturity Date and (ii) the date on which the Company consummates a Business Combination.

A copy of the form of Promissory Note is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference, and the foregoing description of the Promissory Notes is qualified in its entirety by reference thereto.

Item 2.03

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

The information set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.

Item 8.01

Other Events.

On April 21, 2023, the Company issued a press release announcing its intention to extend the date by which the Company must consummate a Business Combination, pursuant to its Amended and Restated Certificate of Incorporation and Investment Management Trust Agreement, each as amended, from April 27, 2023 to May 27, 2023. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits:

Exhibit		Description
10.1		Form of Promissory Note.
99.1		Press Release, dated April 21, 2023
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.