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~~December 2411, 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On October 24, 2023, Gardiner Healthcare Acquisitions Corp. (the “Company”) received a written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) indicating that the Company no longer meets Listing Rule 5550(a)(3), which requires listed companies to maintain a minimum of 300 public holders (the “Total Holders”). Nasdaq Listing Rule 5810(c)(2)(C) provides the Company with a period of 45 calendar days, or until December 8, 2023 (the “Compliance Date”), to submit a plan to regain compliance. Pursuant to Nasdaq Listing Rule 5810(c)(2)(B)(i), if Nasdaq accepts the Company’s compliance plan, then Nasdaq may grant an extension of up to 180 calendar days from the date of the Notice for compliance with the Total Holders requirement. If Nasdaq does not accept the Company’s compliance plan, then the Company will have the opportunity to appeal the decision in front of a Nasdaq Hearings Panel.

The Notice has no immediate effect on the listing of the Company’s securities on Nasdaq. The Company intends to submit its compliance plan by the Compliance Date, and to actively monitor its Total Holders between now and the Compliance Date and may, if appropriate, evaluate appropriate options. While the Company is exercising diligent efforts to maintain the listing of its securities on Nasdaq, there can be no assurance that it will be able to regain or maintain compliance with Nasdaq’s listing standards by the Compliance Date.

Item 8.01

Other Events.

~~On September~~The ~~12,~~directorsof ~~2023,~~Gardiner Healthcare Acquisitions Corp. (the “Company”) ~~received~~have ~~electronic~~determined ~~correspondence~~to ~~from~~dissolve and liquidate the ~~Nasdaq~~Company ~~Listing~~in ~~Qualifications~~accordance ~~staff~~with ~~indicating~~the ~~that~~provisions of the Company’s Amended and Restated Certificate of Incorporation, as further amended (the “Certificate of Incorporation”), noand ~~longer~~the ~~meets~~Investment ~~Listing~~Management ~~Rule~~Trust ~~5405~~Agreement, between the Company and Continental Stock Transfer & Trust Company (a“CST” or the “Trustee”), dated as of December 21, 2021, as amended (3the “Trust Agreement”), ~~which~~and ~~requires~~will ~~listed~~not ~~companies~~consummate an toinitial ~~maintain~~business acombination. ~~minimum~~Accordingly, the Company will redeem all of ~~400~~its ~~Total~~outstanding ~~Holders.~~shares ~~After~~of ~~discussions~~common stock, par value $0.0001, ~~with~~that ~~the~~were ~~Nasdaq~~issued ~~Listing~~in ~~Qualifications~~its ~~staff~~initial public offering (the “Public Shares”), effective as of the close of business on orDecember ~~about~~18th, 2023 ~~September~~at 18a per-share redemption price, ~~2023~~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 ~~submitted~~to pay antaxes ~~application~~(less up to ~~phase-down~~$100,000 ~~from~~of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which ~~The~~redemption ~~Nasdaq~~will ~~Global~~completely ~~Market~~extinguish public stockholders’ rights as stockholders (including the right to ~~The~~receive ~~Nasdaq~~further ~~Capital~~liquidation distributions, ~~Market~~if any).

OnIn order to provide for the disbursement ~~October~~of ~~24,~~funds ~~2023~~from the Trust Account, the Company ~~received~~has ainstructed ~~letter~~the ~~from~~Trustee of the ~~Nasdaq~~Trust ~~Listing~~Account ~~Qualifications~~to ~~staff~~take ~~granting~~all ~~the~~necessary ~~Company’s~~actions ~~request~~to ~~for~~liquidate ~~transfer~~the toTrust Account. The ~~Nasdaq~~proceeds ~~Capital~~of ~~Market~~the ~~subject~~Trust Account will be held in a non-interest bearing account while awaiting disbursement to the holders ~~conditions~~of ~~outlined~~the inPublic Shares. Holders may redeem their shares for their pro rata portion of the ~~application~~proceeds of the Trust Account (less $100,000 of interest to ~~phase-down~~pay dissolution expenses) by delivering their Public Shares or units to ~~The~~CST, ~~Nasdaq~~as ~~Capital~~transfer ~~Market~~agent. Investors holding through ~~The~~a ~~Company’s~~broker ~~securities~~need ~~will~~to betake ~~transferred~~no action in order to receive payment. The ~~Nasdaq~~redemption ~~Capital~~of ~~Market~~the atPublic Shares is expected to be completed on or about December 18, 2023 (the ~~opening~~“Redemption Date”). At the close of business on ~~October~~the 27business day prior to the Redemption Date, ~~2023~~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: October 27, 2023
Dated: December 11, 2023

Filing Compare · Gardiner Healthcare Acquisitions Corp.