GDNRU Gardiner Healthcare Acquisition Corporation

 

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 11, 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 8.01

Other Events.

 

The directorsof Gardiner Healthcare Acquisitions Corp. (the “Company”) have determined to dissolve and liquidate the Company in accordance with the provisions of the Company’s Amended and Restated Certificate of Incorporation, as further amended (the “Certificate of Incorporation”), and the Investment Management Trust Agreement, between the Company and Continental Stock Transfer & Trust Company (“CST” or the “Trustee”), dated as of December 21, 2021, as amended (the “Trust Agreement”), and will not consummate an initial business combination. Accordingly, the Company will redeem all of its outstanding shares of common stock, par value $0.0001, that were issued in its initial public offering (the “Public Shares”), effective as of the close of business on December 18^th, 2023 at a per-share redemption price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account (as defined in the Trust Agreement), including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any).

 

In order to provide for the disbursement of funds from the Trust Account, the Company has instructed the Trustee of the Trust Account to take all necessary actions to liquidate the Trust Account. The proceeds of the Trust Account will be held in a non-interest bearing account while awaiting disbursement to the holders of the Public Shares. Holders may redeem their shares for their pro rata portion of the proceeds of the Trust Account (less $100,000 of interest to pay dissolution expenses) by delivering their Public Shares or units to CST, as transfer agent. Investors holding through a broker need to take no action in order to receive payment. The redemption of the Public Shares is expected to be completed on or about December 18, 2023 (the “Redemption Date”). At the close of business on the business day prior to the Redemption Date, the Company will stop trading its Public Shares, and each Public Share held at that time will represent the right to receive the redemption amount equal to the pro rata portion of the proceeds of the Trust Account.

 

There will be no redemption rights or liquidating distributions with respect to the Company’s warrants.

 

The Company’s initial shareholders, sponsors, officers and directors have waived their rights to liquidating distributions from the Trust Account with respect to any private placement shares or founder shares they hold. However, if the Company’s initial shareholders, sponsor or management team acquired any Public Shares or units in or after the Company’s initial public offering, they are entitled to liquidating distributions from the Trust Account with respect to such Public Shares.

 

The Company expects that Nasdaq will file a Form 25 with the United States Securities and Exchange Commission (the “SEC”) to delist the Company’s securities. The Company thereafter expects to file a Form 15 with the SEC to terminate the registration of its securities under the Securities Exchange Act of 1934, as amended.

 

On December 11, 2023, the Company issued a press release announcing that it intends to dissolve and liquidate in accordance with the provisions of its Certificate of Incorporation and Trust Agreement and will redeem all of its Public Shares. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01.

Financial Statements and Exhibits.

 

Exhibit Number		Description
99.1		Press Release, dated as of December 11, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

SIGNATURES

 

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
		Marc F. Pelletier
		Chief Executive Officer
Dated: December 11, 2023

 

 

 

Exhibit 99.1

 

Gardiner Healthcare Acquisitions Corp. will redeem its Public Shares and will not consummate an initial business combination

 

Gardiner Healthcare Acquisitions Corp. (GDNR), GDNRU, GDNRW; Shaker Heights, OH, December 11, 2023 (BUSINESSWIRE) --  Gardiner Healthcare Acquisitions Corp. (the “Company”) (Nasdaq: GDNR, GDNRU, GDNRW), a special purpose acquisition company, today announced that its directors have determined to dissolve and liquidate the Company in accordance with the provisions of the Company’s Amended and Restated Certificate of Incorporation, as further amended (the “Certificate of Incorporation”), and the Investment Management Trust Agreement, between the Company and Continental Stock Transfer & Trust Company (“CST” or the “Trustee”), dated as of December 21, 2021, as amended (the “Trust Agreement”), and will not consummate an initial business combination. Accordingly, the Company will redeem all of its outstanding shares of common stock, par value $0.0001, that were issued in its initial public offering (the “Public Shares”), effective as of the close of business on December 18^th, 2023 at a per-share redemption price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account (as defined in the Trust Agreement), including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any).

 

In order to provide for the disbursement of funds from the Trust Account, the Company has instructed the Trustee of the Trust Account to take all necessary actions to liquidate the Trust Account. The proceeds of the Trust Account will be held in a non-interest bearing account while awaiting disbursement to the holders of the Public Shares. Holders may redeem their shares for their pro rata portion of the proceeds of the Trust Account (less $100,000 of interest to pay dissolution expenses) by delivering their Public Shares or units to CST, as transfer agent. Investors holding through a broker need to take no action in order to receive payment. The redemption of the Public Shares is expected to be completed on or about December 18, 2023 (the “Redemption Date”). At the close of business on the business day prior to the Redemption Date, the Company will stop trading its Public Shares, and each Public Share held at that time will represent the right to receive the redemption amount equal to the pro rata portion of the proceeds of the Trust Account.

 

There will be no redemption rights or liquidating distributions with respect to the Company’s warrants.

 

The Company’s initial shareholders, sponsors, officers and directors have waived their rights to liquidating distributions from the Trust Account with respect to any private placement shares or founder shares they hold. However, if the Company’s initial shareholders, sponsor or management team acquired any Public Shares or units in or after the Company’s initial public offering, they are entitled to liquidating distributions from the Trust Account with respect to such Public Shares.

 

 

The Company expects that Nasdaq will file a Form 25 with the United States Securities and Exchange Commission (the “SEC”) to delist the Company’s securities. The Company thereafter expects to file a Form 15 with the SEC to terminate the registration of its securities under the Securities Exchange Act of 1934, as amended.

 

About Gardiner Healthcare Acquisitions Corp. (GDNR)

 

Gardiner Healthcare Acquisitions Corp. is a blank check company formed for the purpose of effecting a merger, share exchange, asset Acquisitions, share purchase, reorganization or similar business combination with one or more businesses. 

 

Forward-Looking Statements

 

This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. When used in this press release, the words “could,” “should,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Such forward-looking statements are based on current information and expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing the Company’s views as of any subsequent date, and the Company does not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. You should not place undue reliance on these forward-looking statements. As a result of a number of known and unknown risks and uncertainties, actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the “Risk Factors” in the Company’s Form S-1 relating to its initial public offering, annual, quarterly reports and subsequent reports filed with the Commission, as amended from time to time. Copies of such filings are available on the Commission’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

 

Contact: Gardiner Healthcare Acquisitions Corp.: ir@gardinerhealthcare.com

 

 

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