基本數據
| LEI | 549300IPQDY7ERMEMH57 |
| CIK | 1858912 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Gardiner Healthcare Acquisitions Corp.
SEC Filings (Chronological Order)
本頁面提供了一個完整的、按時間順序排列的美國證券交易委員會（SEC）申報文件列表，不包括我們在其他地方提供的所有權申報。
| February 13, 2024 |
SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3) Gardiner Healthcare Acquisitions Corp. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 365506104 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of This Statement) |
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| February 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Gardiner Healthcare Acquisitions Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 365506203 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to design |
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| February 5, 2024 |
SC 13G/A 1 p24-0528sc13ga.htm GARDINER HEALTHCARE ACQUISITIONS CORP. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Gardiner Healthcare Acquisitions Corp. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 365506104 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filin |
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| December 11, 2023 |
Financial Statements and Exhibits, Other Events 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 incorpora |
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| 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 i |
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| November 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER NOTIFICATION OF LATE FILING 001-41185 CUSIP NUMBER 365506203 (Units) 365506104 (Common Stock) 365506112 (Warrants) (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form N-SAR ¨ Form N-CSR For Period Ended: September 30, 2023 ¨ Transition Report on Form 10-K ¨ Transition Report on Form |
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| October 27, 2023 |
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): October 24, 2023 GARDINER HEALTHCARE ACQUISITIONS CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41185 86-2899992 (State or other jurisdiction of incorporat |
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| October 18, 2023 |
Exhibit 16.1 October 13, 2023 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7561 We have been furnished with a copy of the response to Item 4.01 of Form 8-K for the event that occurred on October 13, 2023, to be filed by our former client, Gardiner Healthcare Acquisitions Corp.. We agree with the statements made in response to that Item insofar as they relate to our |
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| October 18, 2023 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant 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): October 13, 2023 GARDINER HEALTHCARE ACQUISITIONS CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41185 86-2899992 (State or other jurisdiction of incorporat |
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| September 20, 2023 |
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 incorpor |
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| September 20, 2023 |
FOURTH AMENDED AND RESTATED PROMISSORY NOTE Exhibit 10.1 THE OFFER AND SALE OF THIS THIRD AMENDED AND RESTATED PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SAT |
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| September 15, 2023 |
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 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 incorpor |
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| August 31, 2023 |
FOUNDER SHARES TRANSFER AGREEMENT EX-99.1 2 tm2325300d1ex1.htm EXHIBIT 1 Exhibit 1 FOUNDER SHARES TRANSFER AGREEMENT THIS FOUNDER SHARES TRANSFER AGREEMENT (this “Agreement”) is entered into effective as of August 16, 2023 (the “Effective Date”), between Chardan Gardiner LLC, a Delaware limited liability company (the “Chardan Sponsor”), and Gardiner Healthcare Holdings, LLC (the “Transferor”). Chardan Sponsor and Transferor are he |
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| August 31, 2023 |
SC 13D/A 1 tm2325300d1sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Gardiner Healthcare Acquisitions Corp. (Name of Issuer) Common Stock, Par Value $0.0001 Per Share (Title of Class of Securities) 365506 203 (CUSIP Number) John Linton c/o GDNR Holdings, LLC 114 Ashling San Antoni |
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| August 29, 2023 |
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): August 25, 2023 (August 18, 2023) Gardiner Healthcare Acquisitions Corp. (Exact name of registrant as specified in its charter) Delaware 001-41185 86-2899992 (State or other jurisdict |
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| August 29, 2023 |
Exhibit 99.1 CORRECTING and REPLACING Gardiner Healthcare Acquisitions Corp. Receives Notice Regarding Late Form 10-Q Filing From The Nasdaq Stock Market LLC CORRECTION...by Gardiner Healthcare Acquisitions Corp. SHAKER HEIGHTS, Ohio-(BUSINESS WIRE)-Second paragraph, second sentence of release dated August 25, 2023, should read: The Notice states that the Company has 60 calendar days from the date |
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| August 28, 2023 |
EXHIBIT 99.1 JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13D filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Common Stock, par value $0.0001 per share, of Gardiner Healthcare Acquisitions Corp., a Delaware corporation, is being filed and all ame |
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| August 28, 2023 |
FOUNDER SHARES TRANSFER AGREEMENT Exhibit 99.5 FOUNDER SHARES TRANSFER AGREEMENT THIS FOUNDER SHARES TRANSFER AGREEMENT (this “Agreement”) is entered into effective as of August 16, 2023 (the “Effective Date”), between Chardan Gardiner LLC, a Delaware limited liability company (the “Chardan Sponsor”), and Gardiner Healthcare Holdings, LLC (the “Transferor”). Chardan Sponsor and Transferor are herein referred to as the “Parties” an |
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| August 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. |
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| August 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER NOTIFICATION OF LATE FILING 001-41185 CUSIP NUMBER 365506203 (Units) 365506104 (Common Stock) 365506112 (Warrants) (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form N-SAR ¨ Form N-CSR For Period Ended: June 30, 2023 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F |
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| August 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-4118 |
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| July 20, 2023 |
TERMINATION OF SPONSOR SUPPORT AGREEMENTS Exhibit 10.1 Certain identified information marked with “[***]” has been omitted from this document because it is both (i) not material and (ii) the type that the registrant treats as private or confidential. TERMINATION OF SPONSOR SUPPORT AGREEMENTS THIS TERMINATION OF SPONSOR SUPPORT AGREEMENTS (this “Termination”) is dated as of June 29, 2023 (the “Effective Date”) by and among Gardiner Healthc |
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| July 20, 2023 |
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): July 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 |
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| July 7, 2023 |
Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing with the Securities and Exchange Commission on behalf of each of them of Schedule 13D, to which this Exhibit 1 is attached (including amendments thereto) with respect to certain shares of common stock of Gardiner Healthcare Acquisitions Corp. |
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| July 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Gardiner Healthcare Acquisitions Corp. (Name of Issuer) Common Stock, Par Value $0.0001 Per Share (Title of Class of Securities) 365506 203 (CUSIP Number) John Linton c/o GDNR Holdings, LLC 114 Ashling San Antonio, TX 78260 210-386-4909 (Name, Address and |
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| July 6, 2023 |
Exhibit 10.1 Certain identified information marked with “[***]” has been omitted from this document because it is both (i) not material and (ii) the type that the registrant treats as private or confidential. CANCELLATION AND RELEASE AGREEMENT RELATING TO GARDINER HEALTHCARE ACQUISITIONS CORP. AND GARDINER HEALTHCARE HOLDINGS, LLC This Cancellation and Release Agreement (this “Agreement”), is ente |
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| July 6, 2023 |
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 29, 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 |
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| June 26, 2023 |
SECOND AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT Exhibit 10.1 SECOND AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT THIS SECOND AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of June 20, 2023, by and between Gardiner Healthcare Acquisitions Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained |
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| June 26, 2023 |
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 |
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| June 26, 2023 |
Exhibit 3.1 SECOND CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GARDINER HEALTHCARE ACQUISITIONS CORP. June 21, 2023 Gardiner Healthcare Acquisitions Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Gardiner Healthcare Acquisitions Cor |
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| June 1, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ D |
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| May 30, 2023 |
Exhibit 99.1 Gardiner Healthcare Acquisitions Corp. Receives Notice Regarding Late Form 10-Q Filing From The Nasdaq Stock Market LLC Shaker Heights, Ohio, May 30, 2023 - (PRNewswire) - Gardiner Healthcare Acquisitions Corp. (NASDAQ: GDNR, the "Company") announced today that it received a notice (the "Notice") on May 23, 2023 from The Nasdaq Stock Market LLC ("Nasdaq") stating that the Company is n |
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| May 30, 2023 |
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): May 30, 2023 (May 23, 2023) Gardiner Healthcare Acquisitions Corp. (Exact name of registrant as specified in its charter) Delaware 001-41185 86-2899992 (State or other jurisdiction of |
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| May 19, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ D |
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| May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER NOTIFICATION OF LATE FILING 001-41185 CUSIP NUMBER 365506203 (Units) 365506104 (Common Stock) 365506112 (Warrants) (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form N-SAR ¨ Form N-CSR For Period Ended: March 31, 2023 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F |
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| May 5, 2023 |
Exhibit 10.1 THE OFFER AND SALE OF THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AN |
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| May 5, 2023 |
GARDINER HEALTHCARE HOLDINGS, LLC SPONSOR SUPPORT AGREEMENT Exhibit 10.2 Certain identified information marked with “[***]” has been omitted from this document because it is both (i) not material and (ii) the type that the registrant treats as private or confidential. GARDINER HEALTHCARE HOLDINGS, LLC SPONSOR SUPPORT AGREEMENT This Sponsor Support Agreement (this “Sponsor Agreement”) is dated as of May 1, 2023 by and among Gardiner Healthcare Holdings, LLC |
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| May 5, 2023 |
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): May 5, 2023 (May 1, 2023) GARDINER HEALTHCARE ACQUISITIONS CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41185 86-2899992 (State or other jurisdiction of i |
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| April 21, 2023 |
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 jurisdictio |
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| April 21, 2023 |
Gardiner Healthcare Acquisitions Corp. Announces Extension Exhibit 99.1 PRESS RELEASE Company Release – April 21, 2023 – 5:00 PM ET Gardiner Healthcare Acquisitions Corp. Announces Extension SHAKER HEIGHTS, Ohio - Gardiner Healthcare Acquisitions Corp. (the “Company”) announced, in accordance with Section 2(i) of its Investment Management Trust Agreement with Continental Stock Transfer & Trust Company, as amended (the “Trust Agreement”), that at least fiv |
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| April 21, 2023 |
Exhibit 10.1 THE OFFER AND SALE OF THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AN |
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| April 17, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41185 GARDINER HEAL |
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| April 6, 2023 |
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 6, 2023 (March 31, 2023) Gardiner Healthcare Acquisitions Corp. (Exact name of registrant as specified in its charter) Delaware 001-41185 86-2899992 (State or other jurisdiction |
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| April 6, 2023 |
Exhibit 10.1 THE OFFER AND SALE OF THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AN |
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| April 6, 2023 |
Exhibit 10.2 SPONSOR SUPPORT AGREEMENT This Sponsor Support Agreement (this “Sponsor Agreement”) is dated as of March 31, 2023 by and among Gardiner Healthcare Holdings, LLC, a Delaware limited liability company (“Gardiner Sponsor”), Chardan Gardiner LLC, a Delaware limited liability company (“Chardan Sponsor”), and CCMAUS Pty Ltd., an Australian company (“CCMAUS” and together with the Gardiner Sp |
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| March 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: December 31, 2022 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-K ¨ Transition R |
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| March 29, 2023 |
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): March 29, 2023 (March 23, 2023) GARDINER HEALTHCARE ACQUISITIONS CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41185 86-2899992 (State or other jurisdictio |
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| March 29, 2023 |
Sponsor Support Agreement, dated as of March 24, 2023. EX-10.3 4 tm2310865d1ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 SPONSOR SUPPORT AGREEMENT This Sponsor Support Agreement (this “Sponsor Agreement”) is dated as of February 6, 2023 by and among Gardiner Healthcare Holdings, LLC, a Delaware limited liability company (“Gardiner Sponsor”), Chardan Gardiner LLC, a Delaware limited liability company (“Chardan Sponsor”), and CCMAUS Pty Ltd., an Australian comp |
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| March 29, 2023 |
Exhibit 10.1 THE OFFER AND SALE OF THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AN |
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| March 29, 2023 |
Promissory Note, dated as of March 24, 2023. Exhibit 10.2 THE OFFER AND SALE OF THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AN |
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| February 14, 2023 |
SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2) Gardiner Healthcare Acquisitions Corp. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 365506104 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of This Statement) |
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| February 9, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Gardiner Healthcare Acquisitions Corp. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 365506104 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pur |
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| February 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Gardiner Healthcare Acquisitions Corp. (Name of Issuer) Units (Title of Class of Securities) 365506203 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to wh |
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| January 20, 2023 |
Schedule 13G OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| December 23, 2022 |
Schedule 13G OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| December 22, 2022 |
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 22, 2022 (December 21, 2022) GARDINER HEALTHCARE ACQUISITIONS CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41185 86-2899992 (State or other juris |
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| December 22, 2022 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GARDINER HEALTHCARE ACQUISITIONS CORP. ? December 21, 2022 Gardiner Healthcare Acquisitions Corp., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1.?The name of the Corporation is ?Gardiner Healthcare Acquisitions Corp.? |
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| December 22, 2022 |
Exhibit 10.1 TRUST AMENDMENT THIS AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this ?Amendment?) is made as of December 21, 2022, by and between Gardiner Healthcare Acquisitions Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). Capitalized terms contained in this Amendment, but not specifically defined |
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| December 16, 2022 |
DEFA14A 1 brhc10045545formdefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted |
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| December 9, 2022 |
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 jurisdi |
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| December 9, 2022 |
Exhibit 10.1 THE OFFER AND SALE OF THIS THIRD AMENDED AND RESTATED PROMISSORY NOTE (THIS ?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SAT |
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| November 29, 2022 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? ? ? Filed by a party other than the Registrant ?? Check the appropriate box: ?? ? ? Preliminary Proxy Statement ?? ? ? Confidential, for Use of the Commission Only (as permitted by Rule 14a- |
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| November 18, 2022 |
PRE 14A 1 ny20005955x1pre14a.htm PRE 14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Onl |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q U.S. Securities and Exchange Commission Youâve Exceeded the SECâs Traffic Limit Your request rate has exceeded the SECâs maximum allowable requests per second. Your access to SEC.gov will be limited for 10 minutes. Current guidelines limit each user to a total of no more than 10 requests per second, regardless of the number of machines used to submit requests. To ensure that SEC.gov remains |
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| August 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 16, 2022 |
z UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents z UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 31, 2022 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 25, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 Gardiner Healthcare Acquisitions Corp. (Name of Issuer) Common stock, par value $0.0001 per share (“Common Stock”) (Title of Class of Securities) 365506 203 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box t |
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| March 24, 2022 |
SC 13G/A 1 lfsc13gz.htm SCHEDULE 13G AMENDMENT OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number:3235-0145 Expires:Febuary 28, 2009 Estimated average burden hours per response ....10.4 SCHEDULE 13G Under the Securities and Exchange Act of 1934 (Amendment No. 1 )* Gardiner Healthcare Acquisitions Corp. (Name of Issuer) Common Stock, par value $ 0.0001 ( |
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| February 9, 2022 |
MMCAP International Inc. SPC - FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A AMENDMENT NO. |
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| February 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Gardiner Healthcare Acquisitions Corp. Units (Name of Issuer) Units (Title of Class of Securities) 365506203 (CUSIP Number) February 3, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant t |
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| January 12, 2022 |
Financial Statements and Exhibits, Other Events 8-K 1 tm222547d18k.htm FORM 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): January 12, 2022 (January 12, 2022) GARDINER HEALTHCARE ACQUISITIONS CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41185 86 |
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| January 12, 2022 |
Exhibit 99.1 Gardiner Healthcare Acquisitions Corp. Announces the Separate Trading of its shares of Common Stock and Warrants, Commencing January 13, 2022 Shaker Heights, OH, January 12, 2022 ? Gardiner Healthcare Acquisitions Corp. (the ?Company?) (NASDAQ:GDNRU) announced today that, commencing January 13, 2022, holders of the units sold in the Company?s initial public offering may elect to separ |
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| January 4, 2022 |
Exhibit 99.3 Gardiner Healthcare Acquisitions Corp. Announces Closing of Over-Allotment Option in Connection With Its Initial Public Offering NEW YORK, December 29, 2021 (PR NEWSWIRE) ? Gardiner Healthcare Acquisitions Corp. (NASDAQ: GDNRU, the "Company") announced today that an additional 1,125,000 units were issued pursuant to the underwriters' exercise in full of its over-allotment option in co |
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| January 4, 2022 |
Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events 8-K 1 tm2136640d18k.htm FORM 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): December 27, 2021 (January 4, 2022) Gardiner Healthcare Acquisitions Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001- 41185 |
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| January 4, 2022 |
Gardiner Healthcare Acquisition Corp. BALANCE SHEET Exhibit 99.2 Gardiner Healthcare Acquisition Corp. BALANCE SHEET December 27, Pro Forma Adjustments As Adjusted 2021 (unaudited) (unaudited) ASSETS CURRENT ASSETS Cash $ 1,436,583 $ - $ 1,436,583 Prepaid expenses and other assets 19,050 - 19,050 Total current assets 1,455,633 - 1,455,633 Cash held in Trust Account 75,750,000 11,362,500 87,112,500 - 11,250,000 (a) - - 393,750 (b) - - (281,250 ) (c) |
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| January 4, 2022 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM EX-99.1 2 tm2136640d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors of Gardiner Healthcare Acquisition Corp. Shaker Heights, Ohio Opinion on the Financial Statement We have audited the accompanying balance sheet of Gardiner Healthcare Acquisition Corp. (the "Company") as of December 27, 2021, and the related n |
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| December 30, 2021 |
Feis Lawrence Michael - SCHEDULE 13G OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number:3235-0145 Expires:Febuary 28, 2009 Estimated average burden hours per response ....10.4 SCHEDULE 13G Under the Securities and Exchange Act of 1934 (Amendment No. )* Gardiner Healthcare Acquisitions Corp. (Name of Issuer) Common Stock, par value $ 0.0001 (Title of Class of Securities) 365506203 (CUSIP Nu |
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| December 30, 2021 |
Saba Capital Management, L.P. - FORM SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Gardiner Healthcare Acquisitions Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 365506203 (CUSIP Number) December 22, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate |
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| December 29, 2021 |
MMCAP International Inc. SPC - FORM SC 13G SC 13G 1 formsc13g.htm FORM SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 Gardiner Healthcare Acquisitions Corp. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 365506203 (CUSIP Number) December 22, 2021 (Date of Event Which R |
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| December 28, 2021 |
Space Summit Capital LLC - SC 13G SC 13G 1 tm2136447d1sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* GARDINER HEALTHCARE ACQUISITIONS CORP. (Name of Issuer) Units (Title of Class of Securities) 365506203 (CUSIP Number) December 22, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box |
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| December 27, 2021 |
Exhibit 10.6 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of December 21, 2021, by and between Gardiner Healthcare Acquisitions Corp., a Delaware corporation (the ?Company?), and Marc F. Pelletier (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unles |
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| December 27, 2021 |
8-K 1 tm2136131d18k.htm FORM 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): December 27, 2021 (December 21, 2021) Gardiner Healthcare Acquisitions Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41185 |
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| December 27, 2021 |
Exhibit 10.7 GARDINER HEALTHCARE ACQUISITIONS CORP. 3107 Warrington Road Shaker Heights, OH 44120 December 21, 2021 Gardiner Healthcare Holdings, LLC 3107 Warrington Road Shaker Heights, OH 44120 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement by and between Gardiner Healthcare Acquisitions Corp. (the ?Company?) and Gardiner Healthcare Holdings, LLC (?Provider?), |
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| December 27, 2021 |
EX-3.1 4 tm2136131d1ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GARDINER HEALTHCARE ACQUISITIONS CORP. December 21, 2021 Gardiner Healthcare Acquisitions Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Gardiner Healthcare Acqui |
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| December 27, 2021 |
Exhibit 10.5 REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this ?Agreement?) is entered into as of December 21, 2021, by and among Gardiner Healthcare Acquisitions Corp., a Delaware corporation (the ?Company?) and the undersigned parties listed under Investor on the signature page hereto (each, an ?Investor? and collectively, the ?Investors?). WH |
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| December 27, 2021 |
Gardiner Healthcare Acquisitions Corp. Announces Pricing of $75 Million Initial Public Offering Exhibit 99.1 Gardiner Healthcare Acquisitions Corp. Announces Pricing of $75 Million Initial Public Offering NEW YORK, NEW YORK (PR NEWSWIRE) December 21, 2021 ? Gardiner Healthcare Acquisitions Corp. (NASDAQ: GDNRU, the "Company") announced today that it priced its initial public offering of 7,500,000 units at $10.00 per unit. The units will be listed on The NASDAQ Global Market ("NASDAQ") and tr |
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| December 27, 2021 |
Exhibit 1.2 Gardiner Healthcare Acquisitions Corp. 3107 Warrington Road Shaker Heights, OH 44120 December 21, 2021 Gardiner Healthcare Acquisitions Corp. 3107 Warrington Road Shaker Heights, OH 44120 Attn: Marc F. Pelletier, Chief Executive Officer Ladies and Gentlemen: This is to confirm our agreement whereby Gardiner Healthcare Acquisitions Corp., a Delaware corporation (?Company?), has requeste |
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| December 27, 2021 |
Exhibit 10.4 STOCK ESCROW AGREEMENT This STOCK ESCROW AGREEMENT, dated as of December 21, 2021 (?Agreement?), by and among GARDINER HEALTHCARE ACQUISITIONS CORP., a Delaware corporation (?Company?), the initial stockholders listed on the signature pages hereto (collectively, the ?Initial Stockholders?), and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (?Escrow Agent?). WHEREA |
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| December 27, 2021 |
Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of December 21, 2021, by and between Gardiner Healthcare Acquisitions Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, Fi |
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| December 27, 2021 |
EX-4.1 5 tm2136131d1ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 WARRANT AGREEMENT This Warrant Agreement (“Warrant Agreement”) is made as of December 21, 2021, by and between Gardiner Healthcare Acquisitions Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company (the “Warrant Agent”). WHEREAS, the Company is engaged in a public offering (the “Public Offering”) of 7,500 |
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| December 27, 2021 |
Exhibit 10.9 December 21, 2021 Gardiner Healthcare Acquisitions Corp. 3107 Warrington Road Shaker Heights, OH 44120 Ladies and Gentlemen: Gardiner Healthcare Acquisitions Corp. (the ?Company?), a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or |
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| December 27, 2021 |
Exhibit 1.1 7,500,000 Units Gardiner Healthcare Acquisitions Corp. UNDERWRITING AGREEMENT December 21, 2021 Chardan Capital Markets, LLC 17 State Street, Suite 2100 New York, New York 10004 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, Gardiner Healthcare Acquisitions Corp., a Delaware corporation (?Company?), hereby confirms its agreement |
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| December 27, 2021 |
EX-10.1 6 tm2136131d1ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 December 21, 2021 Gardiner Healthcare Acquisitions Corp. 1307 Warrington Road Shaker Heights, OH 44120 Chardan Capital Markets, LLC 17 State Street, 21st Floor New York, NY 10004 Re: Initial Public Offering Gentlemen: This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered i |
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| December 27, 2021 |
EX-10.2 7 tm2136131d1ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 December 21, 2021 Gardiner Healthcare Acquisitions Corp. 3107 Warrington Road Shaker Heights, OH 44120 Chardan Capital Markets, LLC 17 State Street, 21st Floor New York, NY 10004 Re: Initial Public Offering Gentlemen: This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered i |
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| December 27, 2021 |
Exhibit 10.10 December 21, 2021 Gardiner Healthcare Acquisitions Corp. 3107 Warrington Road Shaker Heights, OH 44120 Ladies and Gentlemen: Gardiner Healthcare Acquisitions Corp. (the ?Company?), a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or |
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| December 27, 2021 |
Exhibit 10.8 December 21, 2021 Gardiner Healthcare Acquisitions Corp. 3107 Warrington Road Shaker Heights, OH 44210 Ladies and Gentlemen: Gardiner Healthcare Acquisitions Corp. (the ?Company?), a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or |
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| December 27, 2021 |
Gardiner Healthcare Acquisitions Corp. Announces Closing of $75 Million Initial Public Offering Exhibit 99.2 Gardiner Healthcare Acquisitions Corp. Announces Closing of $75 Million Initial Public Offering NEW YORK, NEW YORK (PR NEWSWIRE) December 27, 2021 ? Gardiner Healthcare Acquisitions Corp. (NASDAQ: GDNRU, the "Company") announced today that it closed its initial public offering of 7,500,000 units at $10.00 per unit. The units are listed on The NASDAQ Global Market ("NASDAQ") and trade |
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| December 22, 2021 |
$75,000,000 GARDINER HEALTHCARE ACQUISITIONS CORP. 7,500,000 UNITS Filed Pursuant to Rule 424(b)(4) Registration No. 333-260422 PROSPECTUS $75,000,000 GARDINER HEALTHCARE ACQUISITIONS CORP. 7,500,000 UNITS Gardiner Healthcare Acquisitions Corp., which we refer to as ?we,? ?us? or ?our company,? is a newly organized blank check company incorporated in Delaware and formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, |
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| December 20, 2021 |
8-A12B 1 tm2134990d18a12b.htm 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Gardiner Healthcare Acquisitions Corp. (Exact Name of Registrant as Specified in Its Charter) Delaware 86-2899992 (State of Incorporation or Organization) (I. |
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| December 20, 2021 | ||
| December 17, 2021 |
Chardan Capital Markets, LLC 17 State Street, 21st Floor New York, NY 10004 Chardan Capital Markets, LLC 17 State Street, 21st Floor New York, NY 10004 December 17, 2021 VIA EDGAR Division of Corporate Finance U. |
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| December 17, 2021 |
CORRESP 1 filename1.htm Gardiner Healthcare Acquisitions Corp. 3107 Warrington Road Shaker Heights, Ohio 44120 December 17, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549 Attention: Evan Ewing and Jay Ingram Re: Gardiner Healthcare Acquisitions Corp. Registration Statement on Form S-1, as amen |
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| December 15, 2021 |
Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of [ ], 2021, by and between Gardiner Healthcare Acquisitions Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, File No. 3 |
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| December 15, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant. Exhibit 4.4 WARRANT AGREEMENT This Warrant Agreement (?Warrant Agreement?) is made as of [?], 2021, by and between Gardiner Healthcare Acquisitions Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company (the ?Warrant Agent?). WHEREAS, the Company is engaged in a public offering (the ?Public Offering?) of 7,500,000 units (the ?Units?) of the Company (and up to |
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| December 15, 2021 |
Exhibit 10.5 REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this ?Agreement?) is entered into as of [?], 2021, by and among Gardiner Healthcare Acquisitions Corp., a Delaware corporation (the ?Company?) and the undersigned parties listed under Investor on the signature page hereto (each, an ?Investor? and collectively, the ?Investors?). WHEREAS, t |
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| December 15, 2021 |
Exhibit 10.11 [?], 2021 Gardiner Healthcare Acquisitions Corp. 3107 Warrington Road Shaker Heights, OH 44210 Ladies and Gentlemen: Gardiner Healthcare Acquisitions Corp. (the ?Company?), a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more bu |
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| December 15, 2021 |
Form of Amended and Restated Certificate of Incorporation. EX-3.2 3 tm2117860d9ex3-2.htm EXHIBIT 3.2 Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GARDINER HEALTHCARE ACQUISITIONS CORP. , 2021 Gardiner Healthcare Acquisitions Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Gardiner Healthcare Acquisition |
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| December 15, 2021 |
Private Placement Warrants Purchase Agreement between the Registrant and Chardan Gardiner LLC. Exhibit 10.12 [?], 2021 Gardiner Healthcare Acquisitions Corp. 3107 Warrington Road Shaker Heights, OH 44120 Ladies and Gentlemen: Gardiner Healthcare Acquisitions Corp. (the ?Company?), a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more bu |
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| December 15, 2021 |
Private Placement Warrants Purchase Agreement between the Registrant and CCMAUS PTY LTD. Exhibit 10.13 [?], 2021 Gardiner Healthcare Acquisitions Corp. 3107 Warrington Road Shaker Heights, OH 44120 Ladies and Gentlemen: Gardiner Healthcare Acquisitions Corp. (the ?Company?), a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more bu |
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| December 15, 2021 |
As filed with the Securities and Exchange Commission on December 15, 2021. As filed with the Securities and Exchange Commission on December 15, 2021. Registration No. 333-260422 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GARDINER HEALTHCARE ACQUISITIONS CORP. (Exact name of registrant as specified in its charter) Delaware 6770 86-2899992 (State or other jurisd |
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| December 15, 2021 |
Form of Underwriting Agreement. Exhibit 1.1 7,500,000 Units Gardiner Healthcare Acquisitions Corp. UNDERWRITING AGREEMENT December [?], 2021 Chardan Capital Markets, LLC 17 State Street, Suite 2100 New York, New York 10004 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, Gardiner Healthcare Acquisitions Corp., a Delaware corporation (?Company?), hereby confirms its agreement |
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| December 15, 2021 |
Second Amended and Restated Promissory Note. Exhibit 10.10 THE OFFER AND SALE OF THIS SECOND AMENDED AND RESTATED PROMISSORY NOTE (THIS ?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY S |
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| December 3, 2021 |
EX-10.1 5 tm2117860d7ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 [●], 2021 Gardiner Healthcare Acquisitions Corp. 1307 Warrington Road Shaker Heights, OH 44120 Chardan Capital Markets, LLC 17 State Street, 21st Floor New York, NY 10004 Re: Initial Public Offering Ladies and Gentlemen: This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entere |
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| December 3, 2021 |
EX-10.2 6 tm2117860d7ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 [●], 2021 Gardiner Healthcare Acquisitions Corp. 3107 Warrington Road Shaker Heights, OH 44120 Chardan Capital Markets, LLC 17 State Street, 21st Floor New York, NY 10004 Re: Initial Public Offering Ladies and Gentlemen: This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entere |
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| December 3, 2021 |
Gardiner Healthcare Acquisitions Corp. 3107 Warrington Road Shaker Heights, OH 44120 Gardiner Healthcare Acquisitions Corp. 3107 Warrington Road Shaker Heights, OH 44120 VIA EDGAR December 3, 2021 U.S. Securities & Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, NE Washington, D.C. 20549 Attn: Evan Ewing and Jay Ingram Re: Gardiner Healthcare Acquisitions Corp. Amendment No. 1 to Registration Statement on Form S-1 Filed November 19, 2021 F |
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| December 3, 2021 |
Exhibit 10.5 REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this ?Agreement?) is entered into as of [?], 2021, by and among Gardiner Healthcare Acquisitions Corp., a Delaware corporation (the ?Company?) and the undersigned parties listed under Investor on the signature page hereto (each, an ?Investor? and collectively, the ?Investors?). WHEREAS, t |
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| December 3, 2021 |
Form of Underwriting Agreement. EX-1.1 2 tm2117860d7ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 7,500,000 Units Gardiner Healthcare Acquisitions Corp. UNDERWRITING AGREEMENT [●], 2021 Chardan Capital Markets, LLC 17 State Street, Suite 2100 New York, New York 10004 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, Gardiner Healthcare Acquisitions Corp., a Delaware corporation (“Company |
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| December 3, 2021 |
Private Placement Warrants Purchase Agreement between the Registrant and Chardan Gardiner LLC. Exhibit 10.11 [?], 2021 Gardiner Healthcare Acquisitions Corp. 3107 Warrington Road Shaker Heights, OH 44120 Ladies and Gentlemen: Gardiner Healthcare Acquisitions Corp. (the ?Company?), a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more bu |
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| December 3, 2021 |
EX-10.7 10 tm2117860d7ex10-7.htm EXHIBIT 10.7 Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between Gardiner Healthcare Acquisitions Corp., a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in ot |
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| December 3, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant. Exhibit 4.4 WARRANT AGREEMENT This Warrant Agreement (“Warrant Agreement”) is made as of [•], 2021, by and between Gardiner Healthcare Acquisitions Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company (the “Warrant Agent”). WHEREAS, the Company is engaged in a public offering (the “Public Offering”) of 7,500,000 units (the “Units”) of the Company (and up to |
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| December 3, 2021 |
As filed with the Securities and Exchange Commission on December 3, 2021. As filed with the Securities and Exchange Commission on December 3, 2021. Registration No. 333- 260422 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GARDINER HEALTHCARE ACQUISITIONS CORP. (Exact name of registrant as specified in its charter) Delaware 6770 86-2899992 (State or other jurisd |
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| December 3, 2021 |
Exhibit 10.4 STOCK ESCROW AGREEMENT This STOCK ESCROW AGREEMENT, dated as of [?], 2021 (?Agreement?), by and among GARDINER HEALTHCARE ACQUISITIONS CORP., a Delaware corporation (?Company?), the initial stockholders listed on the signature pages hereto (collectively, the ?Initial Stockholders?), and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (?Escrow Agent?). WHEREAS, the C |
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| December 3, 2021 |
Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of [ ], 2021, by and between Gardiner Healthcare Acquisitions Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, File No. 3 |
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| December 3, 2021 |
Exhibit 10.16 FIRST AMENDMENT TO FOUNDER SHARES PURCHASE AGREEMENT This FIRST AMENDMENT TO FOUNDER SHARES PURCHASE AGREEMENT (this ?Amendment?) is effective as of December 2, 2021, by and between Gardiner Healthcare Holdings, LLC (?Seller?) and Chardan Gardiner LLC (?Buyer?). For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer hereby |
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| December 2, 2021 |
United States securities and exchange commission logo December 2, 2021 Marc Pelletier Chief Executive Officer Gardiner Healthcare Acquisitions Corp. |
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| November 19, 2021 |
Gardiner Healthcare Acquisitions Corp. 3107 Warrington Road Shaker Heights, OH 44120 CORRESP 1 filename1.htm Gardiner Healthcare Acquisitions Corp. 3107 Warrington Road Shaker Heights, OH 44120 VIA EDGAR November 19, 2021 U.S. Securities & Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, NE Washington, D.C. 20549 Attn: Evan Ewing and Jay Ingram Re: Gardiner Healthcare Acquisitions Corp. Registration Statement on Form S-1 Filed October 22, 2 |
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| November 19, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant. Exhibit 4.4 WARRANT AGREEMENT This Warrant Agreement (?Warrant Agreement?) is made as of [?], 2021, by and between Gardiner Healthcare Acquisitions Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company (the ?Warrant Agent?). WHEREAS, the Company is engaged in a public offering (the ?Public Offering?) of 7,500,000 units (the ?Units?) of the Company (and up to |
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| November 19, 2021 |
As filed with the Securities and Exchange Commission on November 19, 2021. As filed with the Securities and Exchange Commission on November 19, 2021. Registration No. 333- 260422 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GARDINER HEALTHCARE ACQUISITIONS CORP. (Exact name of registrant as specified in its charter) Delaware 6770 86-2899992 (State or other juris |
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| November 19, 2021 |
Form of Business Combination Marketing Agreement. Exhibit 1.2 Gardiner Healthcare Acquisitions Corp. 3107 Warrington Road Shaker Heights, OH 44120 [?], 2021 Gardiner Healthcare Acquisitions Corp. 3107 Warrington Road Shaker Heights, OH 44120 Attn: Marc F. Pelletier, Chief Executive Officer Ladies and Gentlemen: This is to confirm our agreement whereby Gardiner Healthcare Acquisitions Corp., a Delaware corporation (?Company?), has requested Charda |
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| November 19, 2021 |
Exhibit 10.5 REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this ?Agreement?) is entered into as of [?], 2021, by and among Gardiner Healthcare Acquisitions Corp., a Delaware corporation (the ?Company?) and the undersigned parties listed under Investor on the signature page hereto (each, an ?Investor? and collectively, the ?Investors?). WHEREAS, t |
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| November 15, 2021 |
United States securities and exchange commission logo November 15, 2021 Marc Pelletier Chief Executive Officer Gardiner Healthcare Acquisitions Corp. |
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| October 22, 2021 |
Exhibit 10.5 REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this ?Agreement?) is entered into as of [?], 2021, by and among Gardiner Healthcare Acquisitions Corp., a Delaware corporation (the ?Company?) and the undersigned parties listed under Investor on the signature page hereto (each, an ?Investor? and collectively, the ?Investors?). WHEREAS, t |
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| October 22, 2021 |
Founder Shares Purchase Agreement among Gardiner Healthcare Holdings, LLC and CCMAUS Pty Ltd. EX-10.14 25 tm2117860d3ex10-14.htm EXHIBIT 10.14 Exhibit 10.14 Execution Version FOUNDER SHARES PURCHASE AGREEMENT THIS FOUNDER SHARES PURCHASE AGREEMENT (this “Agreement”) is entered into effective as of April 9, 2021 (the “Effective Date”), between Gardiner Healthcare Holdings, LLC, a Delaware limited liability company (the “Seller”), and CCMAUS Pty Ltd, an Australian proprietary limited company |
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| October 22, 2021 |
Private Placement Warrants Purchase Agreement between the Registrant and CCMAUS PTY LTD. Exhibit 10.12 [●], 2021 Gardiner Healthcare Acquisitions Corp. 3107 Warrington Road Shaker Heights, OH 44120 Ladies and Gentlemen: Gardiner Healthcare Acquisitions Corp. (the “Company”), a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more bu |
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| October 22, 2021 |
Gardiner Healthcare Acquisitions Corp. 3107 Warrington Road Shaker Heights, OH 44120 CORRESP 1 filename1.htm Gardiner Healthcare Acquisitions Corp. 3107 Warrington Road Shaker Heights, OH 44120 VIA EDGAR October 22, 2021 U.S. Securities & Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, NE Washington, D.C. 20549 Attn: Sergio Chinos and Jay Ingram Re: Gardiner Healthcare Acquisitions Corp. Draft Registration Statement on Form S-1 Submitted J |
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| October 22, 2021 |
Form of Administrative Services Agreement. EX-10.13 24 tm2117860d3ex10-13.htm EXHIBIT 10.13 Exhibit 10.13 GARDINER HEALTHCARE ACQUISITIONS CORP. 3107 Warrington Road Shaker Heights, OH 44120 [●], 2021 Gardiner Healthcare Holdings, LLC 3107 Warrington Road Shaker Heights, OH 44120 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement by and between Gardiner Healthcare Acquisitions Corp. (the “Company”) and Gardin |
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| October 22, 2021 |
Form of Business Combination Marketing Agreement. Exhibit 1.2 Gardiner Healthcare Acquisitions Corp. 3107 Warrington Road Shaker Heights, OH 44120 [●], 2021 Gardiner Healthcare Acquisitions Corp. 3107 Warrington Road Shaker Heights, OH 44120 Attn: Marc F. Pelletier, Chief Executive Officer Ladies and Gentlemen: This is to confirm our agreement whereby Gardiner Healthcare Acquisitions Corp., a Delaware corporation (“Company”), has requested Charda |
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| October 22, 2021 |
Founder Shares Purchase Agreement among Gardiner Healthcare Holdings, LLC and Chardan Gardiner LLC. Exhibit 10.15 Execution Version FOUNDER SHARES PURCHASE AGREEMENT THIS FOUNDER SHARES PURCHASE AGREEMENT (this “Agreement”) is entered into effective as of April 9, 2021 (the “Effective Date”), between Gardiner Healthcare Holdings, LLC, a Delaware limited liability company (the “Seller”), and Chardan Gardiner LLC, a Delaware limited liability company (the “Buyer”). Buyer and Seller are herein refe |
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| October 22, 2021 |
Form of Amended and Restated Certificate of Incorporation. EX-3.2 5 tm2117860d3ex3-2.htm EXHIBIT 3.2 Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GARDINER HEALTHCARE ACQUISITIONS CORP. , 2021 Gardiner Healthcare Acquisitions Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Gardiner Healthcare Acquisition |
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| October 22, 2021 |
Exhibit 3.3 FINAL VERSION BY-LAWS OF GARDINER HEALTHCARE ACQUISITIONS CORP. Adopted as of March 25, 2021 ARTICLE I OFFICES Section 1.01 Registered Office. The registered office of Chardan-Gardiner Healthcare Acquisitions Corp. (the ?Corporation?) will be fixed in the certificate of incorporation of the Corporation, as may be amended or restated from time to time (the ?Certificate of Incorporation? |
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| October 22, 2021 |
Exhibit 4.3 SPECIMEN WARRANT CERTIFICATE NUMBER [●] WARRANTS WA- (THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M. NEW YORK CITY TIME, FIVE YEARS FROM THE CLOSING DATE OF THE COMPANY’S INITIAL BUSINESS COMBINATION) GARDINER HEALTHCARE ACQUISITIONS CORP. CUSIP 365506 112 WARRANT THIS WARRANT CERTIFIES THAT, for value received , or registered assigns, is the registered holder of a Warra |
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| October 22, 2021 |
Form of Audit Committee Charter. Exhibit 99.2 GARDINER HEALTHCARE ACQUISITIONS CORP. Audit Committee CHARTER 1. Purpose The purposes of the Audit Committee (the ?Committee?) of the Board of Directors (the ?Board?) of Gardiner Healthcare Acquisitions Corp. (the ?Company?) shall be to provide assistance to the Board in fulfilling its legal and fiduciary obligations to oversee: (a) the quality and integrity of the Company?s financia |
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| October 22, 2021 |
Form of Compensation Committee Charter. Exhibit 99.3 GARDINER HEALTHCARE ACQUISITIONS CORP. COMPENSATION COMMITTEE CHARTER 1. Purpose The purposes of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Gardiner Healthcare Acquisitions Corp. (the “Company”) shall be to oversee the Company’s compensation and employee benefit plans and practices, including its executive compensation plans, and its incent |
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| October 22, 2021 |
Form of Nominating and Corporate Governance Committee Charter. Exhibit 99.1 GARDINER HEALTHCARE ACQUISITIONS CORP. NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER 1. Purpose The purposes of the Nominating and Corporate Governance Committee (the ?Committee?) of the Board of Directors (the ?Board?) of Gardiner Healthcare Acquisitions Corp. (the ?Company?) shall be to: (a) identify and to recommend individuals qualified to serve as directors of the Company |
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| October 22, 2021 |
Exhibit 3.1 EXECUTION VERSION CERTIFICATE OF INCORPORATION OF GARDINER HEALTHCARE ACQUISITIONS CORP. March 25, 2021 The undersigned, for the purposes of forming and organizing a corporation under the provisions of and subject to the requirements of the General Corporation Law of the State of Delaware, as amended from time to time (the ?DGCL?), hereby certifies as follows: ARTICLE I NAME The name o |
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| October 22, 2021 |
EX-10.4 15 tm2117860d3ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 STOCK ESCROW AGREEMENT This STOCK ESCROW AGREEMENT, dated as of [●], 2021 (“Agreement”), by and among GARDINER HEALTHCARE ACQUISITIONS CORP., a Delaware corporation (“Company”), the initial stockholders listed on the signature pages hereto (collectively, the “Initial Stockholders”), and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New Yor |
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| October 22, 2021 |
EX-10.3 14 tm2117860d3ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2021, by and between Gardiner Healthcare Acquisitions Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s |
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| October 22, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant. Exhibit 4.4 WARRANT AGREEMENT This Warrant Agreement (“Warrant Agreement”) is made as of [•], 2021, by and between Gardiner Healthcare Acquisitions Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company (the “Warrant Agent”). WHEREAS, the Company is engaged in a public offering (the “Public Offering”) of 7,500,000 units (the “Units”) of the Company (and up to |
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| October 22, 2021 |
Exhibit 10.1 [?], 2021 Gardiner Healthcare Acquisitions Corp. 1307 Warrington Road Shaker Heights, OH 44120 Chardan Capital Markets, LLC 17 State Street, 21st Floor New York, NY 10004 Re: Initial Public Offering Ladies and Gentlemen: This letter is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and between Gardiner Healthcare Acq |
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| October 22, 2021 |
Form of Underwriting Agreement. Exhibit 1.1 7,500,000 Units Gardiner Healthcare Acquisitions Corp. UNDERWRITING AGREEMENT [●], 2021 Chardan Capital Markets, LLC 17 State Street, Suite 2100 New York, New York 10004 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, Gardiner Healthcare Acquisitions Corp., a Delaware corporation (“Company”), hereby confirms its agreement with Cha |
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| October 22, 2021 |
Exhibit 10.2 [●], 2021 Gardiner Healthcare Acquisitions Corp. 3107 Warrington Road Shaker Heights, OH 44120 Chardan Capital Markets, LLC 17 State Street, 21st Floor New York, NY 10004 Re: Initial Public Offering Ladies and Gentlemen: This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Gardiner Healthcare Acq |
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| October 22, 2021 |
Specimen Common Stock Certificate. EX-4.2 8 tm2117860d3ex4-2.htm EXHIBIT 4.2 Exhibit 4.2 NUMBER SHARES C GARDINER HEALTHCARE ACQUISITIONS CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE COMMON STOCK SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 365506 104 This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF GARDINER HEALTHCARE ACQUISITIONS CORP. transferable on the books of the Company |
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| October 22, 2021 |
Amended and Restated Promissory Note. Exhibit 10.9 EXECUTION VERSION THE OFFER AND SALE OF THIS AMENDED AND RESTATED PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL RE |
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| October 22, 2021 |
Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of [?], 2021, by and between Gardiner Healthcare Acquisitions Corp., a Delaware corporation (the ?Company?), and (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with a |
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| October 22, 2021 |
Exhibit 10.8 EXECUTION VERSION THE OFFER AND SALE OF THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY |
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| October 22, 2021 |
Private Placement Warrants Purchase Agreement between the Registrant and Chardan Gardiner LLC. Exhibit 10.11 [?], 2021 Gardiner Healthcare Acquisitions Corp. 3107 Warrington Road Shaker Heights, OH 44120 Ladies and Gentlemen: Gardiner Healthcare Acquisitions Corp. (the ?Company?), a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more bu |
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| October 22, 2021 |
EX-10.10 21 tm2117860d3ex10-10.htm EXHIBIT 10.10 Exhibit 10.10 [●], 2021 Gardiner Healthcare Acquisitions Corp. 3107 Warrington Road Shaker Heights, OH 44210 Ladies and Gentlemen: Gardiner Healthcare Acquisitions Corp. (the “Company”), a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other |
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| October 22, 2021 |
Power of Attorney (previously included on the signature page of this Registration Statement). As filed with the Securities and Exchange Commission on October 21, 2021. Registration No. 333- [] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GARDINER HEALTHCARE ACQUISITIONS CORP. (Exact name of registrant as specified in its charter) Delaware 6770 86-2899992 (State or other jurisdiction of incorporation |
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| October 22, 2021 |
Subscription Agreement between the Registrant and Gardiner Healthcare Holdings, LLC. Exhibit 10.6 EXECUTION VERSION Gardiner Healthcare Acquisitions Corp. 3107 Warrington Road Shaker Heights, Ohio 44120 March 25, 2021 Gardner Healthcare Holdings, LLC 3107 Warrington Road Shaker Heights, Ohio 44120 RE: Securities Subscription Agreement Ladies and Gentlemen: This agreement (the ?Agreement?) is entered into on March 25, 2021 by and between Gardner Healthcare Holdings, LLC, a Delaware |
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| October 22, 2021 |
EX-4.1 7 tm2117860d3ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 NUMBER U- UNITS SEE REVERSE FOR CERTAIN DEFINITIONS GARDINER HEALTHCARE ACQUISITIONS CORP. CUSIP 365506 203 UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE WARRANT TO PURCHASE ONE SHARE OF COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one share of common stock, par value $0.0001 per share, of Gardi |
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| October 22, 2021 |
Exhibit 14.1 GARDINER HEALTHCARE ACQUISITIONS CORP. CODE OF BUSINESS CONDUCT AND ETHICS 1. Introduction The Board of Directors (the “Board”) of Gardiner Healthcare Acquisitions Corp. (the “Company”) has adopted this code of business conduct and ethics (this “Code”), as amended from time to time by the Board, and which is applicable to all of the Company’s directors, officers and employees (to the |
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| June 29, 2021 |
United States securities and exchange commission logo June 29, 2021 Mark Pelletier Chief Executive Officer Gardiner Healthcare Acquisitions Corp. |
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| June 4, 2021 |
Exhibit 4.1 NUMBER U- UNITS SEE REVERSE FOR CERTAIN DEFINITIONS GARDINER HEALTHCARE ACQUISITIONS CORP. CUSIP [?] UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE WARRANT TO PURCHASE ONE-HALF OF ONE SHARE OF COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (?Unit?) consists of one share of common stock, par value $0.0001 per share, of Gardiner Healthcare Acquisitions Corp., a |
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| June 4, 2021 |
Gardiner Healthcare Acquisitions Corp. 3107 Warrington Road Shaker Heights, Ohio 44120 EX-10.6 7 filename7.htm Exhibit 10.6 EXECUTION VERSION Gardiner Healthcare Acquisitions Corp. 3107 Warrington Road Shaker Heights, Ohio 44120 March 25, 2021 Gardner Healthcare Holdings, LLC 3107 Warrington Road Shaker Heights, Ohio 44120 RE: Securities Subscription Agreement Ladies and Gentlemen: This agreement (the “Agreement”) is entered into on March 25, 2021 by and between Gardner Healthcare H |
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| June 4, 2021 |
EX-10.8 8 filename8.htm Exhibit 10.8 EXECUTION VERSION THE OFFER AND SALE OF THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL |
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| June 4, 2021 |
CERTIFICATE OF INCORPORATION OF GARDINER HEALTHCARE ACQUISITIONS CORP. March 25, 2021 EX-3.1 2 filename2.htm Exhibit 3.1 EXECUTION VERSION CERTIFICATE OF INCORPORATION OF GARDINER HEALTHCARE ACQUISITIONS CORP. March 25, 2021 The undersigned, for the purposes of forming and organizing a corporation under the provisions of and subject to the requirements of the General Corporation Law of the State of Delaware, as amended from time to time (the “DGCL”), hereby certifies as follows: AR |
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| June 4, 2021 |
GARDINER HEALTHCARE ACQUISITIONS CORP. Adopted as of March 25, 2021 ARTICLE I OFFICES Exhibit 3.3 FINAL VERSION BY-LAWS OF GARDINER HEALTHCARE ACQUISITIONS CORP. Adopted as of March 25, 2021 ARTICLE I OFFICES Section 1.01 Registered Office. The registered office of Chardan-Gardiner Healthcare Acquisitions Corp. (the ?Corporation?) will be fixed in the certificate of incorporation of the Corporation, as may be amended or restated from time to time (the ?Certificate of Incorporation? |
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| June 4, 2021 |
EX-4.3 6 filename6.htm Exhibit 4.3 SPECIMEN WARRANT CERTIFICATE NUMBER [●] WARRANTS WA- (THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M. NEW YORK CITY TIME, FIVE YEARS FROM THE CLOSING DATE OF THE COMPANY’S INITIAL BUSINESS COMBINATION) GARDINER HEALTHCARE ACQUISITIONS CORP. CUSIP [●] WARRANT THIS WARRANT CERTIFIES THAT, for value received , or registered assigns, is the registered h |
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| June 4, 2021 |
Exhibit 4.2 NUMBER SHARES C GARDINER HEALTHCARE ACQUISITIONS CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE COMMON STOCK SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [?] This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF GARDINER HEALTHCARE ACQUISITIONS CORP. transferable on the books of the Company in person or by duly authorized attorney upon sur |
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| June 4, 2021 |
This confidential draft submission is being submitted confidentially to the U.S. Securities and Exchange Commission on June 3, 2021, and is not being filed under the Securities Act of 1933, as amended. Registration No. [] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GARDINER HEALTHCARE ACQUISITIONS CORP. (E |
