0001858912
false
0001858912
2023-06-29
2023-06-29
0001858912
tmb:UnitsEachConsistingOfOneShareOfCommonStockParValue0.0001PerShareAndOneRedeemableWarrantMember
2023-06-29
2023-06-29
0001858912
tmb:SharesOfCommonStockParValue0.0001PerShareIncludedAsPartOfUnitsMember
2023-06-29
2023-06-29
0001858912
tmb:RedeemableWarrantsIncludedAsPartOfUnitsMember
2023-06-29
2023-06-29
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification No.) |
3107 Warrington Road
Shaker Heights, Ohio |
|
44120 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone
number, including area code: (216) 633-6708
N/A
(Former name or former address,
if changed since last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ |
Written communications pursuant to Rule 425 under the
Securities Act |
¨ |
Soliciting material pursuant to Rule 14a-12 under the
Exchange Act |
¨ |
Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act |
¨ |
Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class |
|
Trading
Symbol(s) |
|
Name of
each exchange on
which registered |
Units, each consisting of one share of common stock, par value $0.0001 per share, and one redeemable warrant |
|
GDNRU |
|
The Nasdaq Stock Market LLC |
Shares of common stock, par value $0.0001 per share |
|
GDNR |
|
The Nasdaq Stock Market LLC |
Redeemable warrants |
|
GDNRW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company x
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01. Entry into a Material Definitive
Agreement.
Cancellation and Release of Promissory Notes
On June 29, 2023,
Gardiner Healthcare Acquisitions Corp. (the “Company”), Gardiner Healthcare Holdings, LLC (“Gardiner
Sponsor”, together with Company the “Borrowers” and each a “Borrower”) and the Lenders
(as defined below), entered into a Cancellation and Release Agreement (the “Cancellation and Release Agreement”)
pursuant to which each Borrower and Lender agreed that in consideration for the Lenders receiving membership units in Gardiner
Founder LLC, a Delaware limited liability company (“Gardiner Founder”), which is the parent of Gardiner Sponsor,
the sum of the aggregate outstanding principal, any accrued interest, and any other fees due to each Lender and all other payment
obligations and liabilities under the promissory notes from Borrower to each Lender (each a “Promissory Note”,
and collectively, the “Promissory Notes”), were cancelled in full without any payment required by the
Borrower to the Lender and the Promissory Notes were automatically terminated and of no further force and effect.
The Promissory Notes terminated
pursuant to the Cancellation and Release Agreement were as follows: (i) Promissory Note dated April 26, 2023, from the Company to Seisun
Capital PTY LTD (“Seisun Capital”) for a principal sum of $75,000; (ii) Promissory Note dated April 27, 2023, from
the Company to Guy Spriggs Trust 12/16 (“Spriggs”) for a principal sum of $200,000; (iii) Promissory Note dated February
22, 2023, from the Company to Kent Rinker (“Rinker”) for a principal sum of $50,000; (iv) Promissory Note dated February
24, 2023, from the Company to Greg Sukenik (“Sukenik”) for a principal sum of $25,000; (v) Promissory Note dated
April 28, 2023, from the Company to Virginia Stack (“Stack”) for a principal sum of $75,000; (vi) Promissory Note dated
January 1, 2020, from Gardiner Founder to Moss Ridge Pty Ltd. (“Moss Ridge”) for a principal sum of $300,000; (vii)
Promissory Note dated March 23, 2023, from the Company to Moss Ridge for a principal sum of $534,723; (viii) Promissory Note dated March
31, 2023, from the Company to Moss Ridge for a principal sum of $167,000; (ix) Promissory Note dated April 17, 2023, from the Company
to Moss Ridge for a principal sum of $30,000; (x) Promissory Note dated March 24, 2023, from the Company to Gardiner Warrant Holdings
LLC (“Gardiner Warrant”) for a principal sum of $14,190; and (xi) Promissory Note dated March 24, 2023, from the Company
to Sera Australia Pty Ltd (“Sera”, together with Seisun Capital, Spriggs, Rinker, Sukenik, Stack, Moss Ridge and Gardiner
Warrant, the “Lenders”, and each a “Lender”) for a principal sum of $14,636.
A copy of the Cancellation
and Release Agreement is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference, and the foregoing
description of the Cancellation and Release Agreement is qualified in its entirely by reference thereto.
Item 1.02. Termination of a Material Definitive
Agreement.
The information disclosed
in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 1.02.
Item 8.01. Other Events.
Transfer Back of Interest and Forfeiture of
Rights
On June 29, 2023, the Company,
Gardiner Sponsor, Gardiner Founder, and Janelle Anderson and Dave Jenkins (each individual a “Provider”, and collectively,
the “Providers”), among other parties, entered into a letter agreement pursuant to which the Providers transferred
their membership interests in Gardiner Sponsor, which corresponded to a ratable number of shares of common stock, par value $0.0001 per
share, of the Company back to Gardiner Sponsor in consideration for an interest in Gardiner Founder and in furtherance of the foregoing,
agreed to forfeit any and all rights in Gardiner Sponsor, including without limitation any rights in the event the Company completes a
business combination and any and all rights in any assets of Gardiner Sponsor.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits:
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
|
GARDINER HEALTHCARE AcquisitionS Corp. |
|
|
|
By: |
/s/ Marc F. Pelletier |
|
|
Name: Marc F. Pelletier |
|
|
Title: Chief Executive Officer |
|
|
Date: 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 entered into as of June 29, 2023 (the “Effective Date”), by and
between each of the persons identified on the lender signature pages attached hereto (each a “Lender” and, collectively,
the “Lenders”), on the one-hand, and Gardiner Healthcare Holdings, LLC (“Gardiner Sponsor”) and
Gardiner Healthcare Acquisitions Corp. (the “SPAC”), as the borrower entities identified on Exhibit A hereto,
and on the applicable borrower signature pages attached hereto (each, a “Borrower” and, collectively, the “Borrowers”,
and together with the Lenders, the “Parties”).
WHEREAS, under one
of more Promissory Note(s) identified on Exhibit A (the “Promissory Note(s)(s)”), each Lender has loans outstanding
to one or both of the Borrowers in the principal amount(s) set forth on Exhibit A (the “Loan(s)”);
WHEREAS, Gardiner Founder
LLC, a Delaware limited liability company (“Founder”), which is the parent of Gardiner Sponsor, intends to enter into
a Class A Unit Purchase Agreement, dated on or about the Effective Date, with each of the Lenders (each in such capacity, a “Purchaser”
and, collectively, the “Purchasers”) and the other parties thereto (the “Purchase Agreement”) pursuant
to which the Founder will sell and transfer to the Purchasers membership units of Founder; and
WHEREAS, relation to
the Purchase Agreement and the contemporaneous amendment and restatement of the Founder’s limited liability operating agreement
the Parties are required to cause this Agreement to be executed and delivered;
NOW, THEREFORE, in
consideration of the premises set out above and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties agree as follows:
| 1. | Payment. Each Lender and each Borrower hereby agree that the sum of the aggregate outstanding principal,
any accrued interest, and any other fees due to the Lender and all other payment obligations and liabilities under the Promissory Note(s)
from the Borrower to the Lender as of the Effective Date is as set forth in Exhibit A. |
| 2. | Cancellation of Loan and Termination of Promissory Note(s). Each Lender and each Borrower hereby
agree that the sum of the aggregate outstanding principal, any accrued interest, and any other fees due to the Lender and all other payment
obligations and liabilities under the Promissory Note(s) from the Borrower to the Lender as of the Effective Date is the full amount set
forth on Exhibit A (the “Cancellation Amount”), it being agreed that no portion of any such Promissory Note
has been repaid. The Parties hereby agree that as of the Effective Date the Cancellation Amount shall be cancelled in full without any
payment required by the Borrower to the Lender and the Promissory Note(s) shall be automatically terminated and of no further force and
effect. |
| 3. | Mutual Release. As of the Effective Date, each Party, on behalf of itself and each of its Related
Parties, does hereby unconditionally and irrevocably release, waive and forever discharge the other Parties and each of its Related Parties
(collectively, the “Released Parties”), of and from any and all claims, actions, causes of action, suits, debts, liens,
contracts, agreements, promises, commitments, demands, charges, damages, awards, assessments, losses, costs, expenses (including attorneys’
fees and costs), and other liabilities and obligations that such Party or any of its Related Parties may now or henceforth have against
the Released Parties, of any nature or kind, known or unknown, suspected or unsuspected, from whatever cause, action, omission, or other
matter or circumstance, from the beginning of time to and through the Effective Date, solely to the extent arising
out of or relating to the Promissory Note(s) or the related loans. A Party’s “Related Parties” means such
Party’s past, present and future parents, subsidiaries, affiliates, employees, officers, directors,
shareholders, members, agents, representatives, successors, and assigns. |
| 4. | Satisfaction and Accord. It is each Party’s intention that this Agreement shall be effective
as a full and final accord and satisfactory release of the Promissory Note(s) and related loan(s), subject to such Purchasers receipt
of units of Founder as set forth in the Purchase Agreement. Each Party acknowledges that such Party is aware that such Party may hereafter
discover claims or facts in addition or different from those such Party now knows or believes to be true with respect to the matters released
herein. Nevertheless, it is the intention of each Party to fully, finally and forever settle and release all such matters, and all claims
relative thereto, which do now exist, may exist, or heretofore have existed arising out of or relating
to the Promissory Note(s) and related loan(s). In furtherance of such intention, this Agreement shall be and remain in effect
as a full and complete general release of all such matters, notwithstanding the discovery or existence of any additional or different
claims or facts relative thereto. |
| 5. | Waiver. Each Party acknowledges that the applicable laws of many states provide substantially the
following: “A general release does not extend to claims which the creditor does not know
or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected
his or her settlement with the debtor.” Each Party acknowledges that such provisions are designed to protect a party from
waiving claims which it does not know exist or may exist. Nonetheless, each Party agrees that, as of the Effective Date, such Party shall
be deemed to waive any such provision. |
| 6. | Administrative Claims; Litigation. Each Party (a) expressly represents, warrants and covenants
not to sue the Released Parties to enforce any charge, claim or cause of action released pursuant to this Agreement, (b) participate,
assist, or cooperate in any such proceeding, or (c) encourage, assist and/or solicit any third party to institute any such proceeding.
This covenant not to bring or maintain any action in law or equity shall be subject to specific enforcement and the Released Parties,
or any of them, shall have standing to bring any such action for specific enforcement. This covenant does not apply to any suits or other
proceedings to enforce the provisions of this Agreement. In any suit to enforce this Agreement, the prevailing party shall be entitled
to reasonable attorneys’ fees and costs. |
| (a) | EACH PARTY HAS CAREFULLY READ AND FULLY UNDERSTANDS ALL OF THE PROVISIONS AND EFFECT OF THIS AGREEMENT.
EACH PARTY HAS FULL AUTHORITY TO ENTER INTO THIS RELEASE AND TO BE BOUND BY IT. EACH PARTY IS VOLUNTARILY ENTERING INTO THIS RELEASE FREE
OF ANY DURESS OR COERCION. EACH PARTY HAS HAD THE OPPORTUNITY TO CONSULT LEGAL COUNSEL OF SUCH PARTY’S OWN CHOOSING WITH RESPECT
TO THE EXECUTION AND LEGAL EFFECT OF THIS AGREEMENT. |
| (b) | The SPAC has selected Reed Smith LLP (“SPAC Counsel”) as its legal counsel and has
requested the assistance of SPAC Counsel in relation to the preparation of this Agreement and ancillary documents for the purpose of facilitating
the recapitalization of the SPAC. The Parties acknowledge and agree that SPAC Counsel does not represent any of the Parties, except SPAC,
with respect to this Agreement or the recapitalization of the Company in the absence of a clear and explicit agreement to such effect
between a Party, as the case may be, and SPAC Counsel (and then only to the extent specifically set forth in that agreement), and that,
in the absence of any such agreement, SPAC Counsel, to the fullest extent permitted by applicable law, shall owe no duties to any Party
(except SPAC) with respect to this Agreement, any ancillary documents, or the subject matter hereof and thereof. In furtherance of the
foregoing, each Party hereby acknowledges and agrees that SPAC Counsel has helped prepare this Agreement and any ancillary documents only
in its capacity as counsel to the SPAC to facilitate a recapitalization of the SPAC through Gardiner Sponsor and Founder. The Parties
acknowledge and agree that they have been previously advised as to the scope of SPAC Counsel’s representation and of the fact that
SPAC Counsel does not represent any of them (except SPAC) in any capacity in relation to the subject matter of this Agreement or any of
the ancillary documents. Each Party acknowledges that SPAC Counsel assisted in the preparation of the limited liability company operating
agreement of both Gardiner Sponsor and Founder in relation to the SPAC’s initial public offering of securities. Furthermore, the
Parties hereby acknowledge and agree that they have been advised that they are entitled to retain advisors, including legal, tax and financial
advisors, in relation to their review and execution of this Agreement and all ancillary documents. The Parties acknowledge and agree that,
in the event any dispute or controversy arises between the Parties, on the one hand, and the SPAC (or an Affiliate of the SPAC that SPAC
Counsel represents), on the other hand, SPAC Counsel may represent either the SPAC or any Affiliate of the SPAC, or both, in any such
dispute or controversy to the extent permitted by the applicable rules of professional conduct in any jurisdiction, and each Party hereby
consents to such representation. Each Party further acknowledges and agrees that, whether or not SPAC Counsel has in the past represented
such Party with respect to other matters, SPAC Counsel has not represented the interests of any Party, except SPAC, in the preparation
and negotiation of this Agreement. SPAC Counsel is an express third party beneficiary of this Section 7(b). |
| 8. | Severability. If any one or more of the provisions contained in this Agreement, or the application
thereof in any circumstance, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability
of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired, unless the provisions
held invalid, illegal or unenforceable shall substantially impair the benefits of the remaining provisions of this Agreement. The parties
hereto further agree to replace such invalid, illegal or unenforceable provision of this Agreement with a valid, legal and enforceable
provision that will achieve, to the extent possible, the economic, business and other purposes of such invalid, illegal or unenforceable
provision. |
| 9. | Governing Law. This Agreement and any certificates delivered pursuant hereto shall be governed
by and construed in accordance with the laws of the State of Delaware without reference to the choice of law principles thereof. Each
Party hereby agrees and consents to be subject to the exclusive jurisdiction of the United States District Court in Delaware and, in the
absence of such federal jurisdiction, the Parties consent to be subject to the exclusive jurisdiction of any Delaware state court located
and hereby waive the right to assert the lack of personal or subject matter jurisdiction or improper venue in connection with any such
suit, action or other proceeding. In furtherance of the foregoing, each of the Parties (a) waives the defense of inconvenient forum, (b)
agrees not to commence any suit, action or other proceeding arising out of this Agreement or any transactions contemplated hereby other
than in any such court, and (c) agrees that a final judgment in any such suit, action or other proceeding shall be conclusive and may
be enforced in other jurisdictions by suit or judgment or in any other manner provided by law. THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY
AND INTENTIONALLY WAIVE ANY RIGHT SUCH PARTIES MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY SUIT OR ACTION ARISING OUT OF THIS AGREEMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HEREBY CERTIFIES THAT NEITHER THE OTHER PARTY NOR ANY OF ITS REPRESENTATIVES HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT IT WOULD NOT SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL. FURTHER, EACH PARTY ACKNOWLEDGES THAT THE
OTHER PARTY RELIED ON THIS WAIVER OF RIGHT TO JURY TRIAL AS A MATERIAL INDUCEMENT TO ENTER INTO THIS AGREEMENT. |
| 10. | Further Assurances and Cooperation. In connection with this Agreement and the transactions contemplated hereby, each Party
shall execute and deliver any additional documents and instruments and perform any additional acts as may be necessary or appropriate
and reasonably requested by the other Parties to effectuate and perform the provisions of this Agreement and those transactions. Unless
otherwise provided, no consent or approval provided for in this Agreement may be unreasonably withheld or delayed. |
| 11. | Counterparts. This Agreement may be executed in any number of counterparts, each of which, when
so executed, shall be deemed to be an original, and all such counterparts shall together constitute but one and the same agreement. Counterparts
may be delivered via facsimile, electronic mail or other transmission method and any counterpart so delivered shall be deemed to have
been duly and validly delivered and be valid and effective for all purposes. |
[Signature Page Follows]
IN WITNESS WHEREOF,
each Party has executed and delivered this Agreement as of the date first above written.
| BORROWER: |
| | |
| Gardiner Healthcare Holdings, LLC |
| | |
| By: | /s/ Marc F. Pelletier |
| Name: Marc F. Pelletier |
| Title: Managing Member |
| BORROWER: |
| | |
| Gardiner Healthcare Acquisitions Corp. |
| | |
| By: | /s/ Marc F. Pelletier |
| Name: Marc F. Pelletier |
| Title: Chairman & Chief Executive Officer |
[Signature Page to Cancellation and Release Agreement]
COUNTERPART SIGNATURE PAGE
TO
CANCELLATION AND RELEASE AGREEMENT
IN WITNESS WHEREOF, the Lender
listed below has entered into this Cancellation and Release Agreement as of the Effective Date.
Moss Ridge Pty Ltd | | |
Name of Lender | | |
| | |
/s/ Chris Camarsh | | |
Signature of authorized signatory | | |
| | |
Chris Camarsh | | |
Name of authorized signatory | | |
| | |
CIO | | |
Title of authorized signatory | | |
COUNTERPART SIGNATURE PAGE
TO
CANCELLATION AND RELEASE AGREEMENT
IN WITNESS WHEREOF, the Lender
listed below has entered into this Cancellation and Release Agreement as of the Effective Date.
Gardiner Warrant Holdings LLC | | |
Name of Lender | | |
| | |
/s/ Marc Pelletier | | |
Signature of authorized signatory | | |
| | |
Marc Pelletier | | |
Name of authorized signatory | | |
| | |
Managing Member | | |
Title of authorized signatory | | |
COUNTERPART SIGNATURE
PAGE
TO
CANCELLATION AND RELEASE AGREEMENT
IN WITNESS WHEREOF, the Lender
listed below has entered into this Cancellation and Release Agreement as of the Effective Date.
Seisun Capital PTY LTD | | |
Name of Lender | | |
| | |
/s/ Chris Camarsh | | |
Signature of authorized signatory | | |
| | |
Chris Camarsh | | |
Name of authorized signatory | | |
| | |
CIO | | |
Title of authorized signatory | | |
[Signature Page to Cancellation
and Release Agreement]
COUNTERPART SIGNATURE PAGE
TO
CANCELLATION AND RELEASE AGREEMENT
IN WITNESS WHEREOF, the Lender
listed below has entered into this Cancellation and Release Agreement as of the Effective Date.
Sera Australia PTY LTD ATF Serani Hybrid Trust | | |
Name of Lender | | |
| | |
/s/ Anthony Julian | | |
Signature of authorized signatory | | |
| | |
Anthony Julian | | |
Name of authorized signatory | | |
| | |
Director | | |
Title of authorized signatory | | |
COUNTERPART SIGNATURE PAGE
TO
CANCELLATION AND RELEASE AGREEMENT
IN WITNESS WHEREOF, the Lender
listed below has entered into this Cancellation and Release Agreement as of the Effective Date.
Guy Spriggs Trust 12/16 | | |
Name of Lender | | |
| | |
/s/ Guy Spriggs | | |
Signature of authorized signatory | | |
| | |
Guy Spriggs | | |
Name of authorized signatory | | |
Owner |
|
|
Title of authorized signatory |
COUNTERPART SIGNATURE PAGE
TO
CANCELLATION AND RELEASE AGREEMENT
IN WITNESS WHEREOF, the Lender
listed below has entered into this Cancellation and Release Agreement as of the Effective Date.
Virginia (Gerald) Stack | | |
Name of Lender | | |
| | |
/s/ Virginia Stack | | |
Signature of Lender | | |
COUNTERPART SIGNATURE PAGE
TO
CANCELLATION AND RELEASE AGREEMENT
IN WITNESS WHEREOF, the Lender
listed below has entered into this Cancellation and Release Agreement as of the Effective Date.
Kent Rinker | | |
Name of Lender | | |
| | |
/s/ Kent Rinker | | |
Signature of Lender | | |
COUNTERPART SIGNATURE PAGE
TO
CANCELLATION AND RELEASE AGREEMENT
IN WITNESS WHEREOF, the Lender
listed below has entered into this Cancellation and Release Agreement as of the Effective Date.
Greg Sukenik | | |
Name of Lender | | |
| | |
/s/ Greg Sukenik | | |
Signature of Lender | | |
Exhibit A
List of Lenders, Borrowers, Promissory Notes
(including dates and amounts)
Lender |
Borrower |
Address |
Date |
Amount |
Chris Camarsh, Moss Ridge PTY Ltd. |
Gardiner Founder LLC |
[***] |
1-Jan-20 |
$300,000 |
Gardiner Warrant Holdings LLC (CHARDAN) |
Gardiner Healthcare Acquisitions Corp. |
[***] |
24-Mar-23 |
$14,190.00 |
Chris Camarsh, Moss Ridge PTY Ltd. |
Gardiner Healthcare Acquisitions Corp. |
[***] |
23-Mar-23 |
$534,723.45 |
Anthony Julian, Sera Australia PTY LTD ATF Serani Hybrid Trust |
Gardiner Healthcare Acquisitions Corp. |
[***] |
24-Mar-23 |
$14,636.00 |
Chris Camarsh, Moss Ridge PTY LTD |
Gardiner Healthcare Acquisitions Corp. |
[***] |
31-Mar-23 |
$167,000.00 |
Chris Camarsh, Moss Ridge PTY LTD |
Gardiner Healthcare Acquisitions Corp. |
[***] |
17-Apr-23 |
$30,000.00 |
Chris Camarsh, Seisun Capital PTY LTD |
Gardiner Healthcare Acquisitions Corp. |
[***] |
26-Apr-23 |
$75,000.00 |
Guy Spriggs Trust 12/16 |
Gardiner Healthcare Acquisitions Corp. |
[***] |
27-Apr-23 |
$200,000 |
Virginia Stack (Gerald Stack) |
Gardiner Healthcare Acquisitions Corp. |
[***] |
28-Apr-23 |
$75,000 |
Kent Rinker |
Gardiner Healthcare Acquisitions Corp. |
[***] |
22-Feb-23 |
$50,000 |
Greg Sukenik |
Gardiner Healthcare Acquisitions Corp. |
[***] |
24-Feb-23 |
$25,000 |
v3.23.2
Cover
|
Jun. 29, 2023 |
Document Information [Line Items] |
|
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
Jun. 29, 2023
|
Entity File Number |
001-41185
|
Entity Registrant Name |
GARDINER HEALTHCARE ACQUISITIONS CORP.
|
Entity Central Index Key |
0001858912
|
Entity Tax Identification Number |
86-2899992
|
Entity Incorporation, State or Country Code |
DE
|
Entity Address, Address Line One |
3107 Warrington Road
|
Entity Address, City or Town |
Shaker Heights
|
Entity Address, State or Province |
OH
|
Entity Address, Postal Zip Code |
44120
|
City Area Code |
216
|
Local Phone Number |
633-6708
|
Written Communications |
false
|
Soliciting Material |
false
|
Pre-commencement Tender Offer |
false
|
Pre-commencement Issuer Tender Offer |
false
|
Entity Emerging Growth Company |
true
|
Elected Not To Use the Extended Transition Period |
false
|
Units, each consisting of one share of common stock, par value $0.0001 per share, and one redeemable warrant [Member] |
|
Document Information [Line Items] |
|
Title of 12(b) Security |
Units, each consisting of one share of common stock, par value $0.0001 per share, and one redeemable warrant
|
Trading Symbol |
GDNRU
|
Security Exchange Name |
NASDAQ
|
Shares of common stock, par value $0.0001 per share, included as part of the units [Member] |
|
Document Information [Line Items] |
|
Title of 12(b) Security |
Shares of common stock, par value $0.0001 per share
|
Trading Symbol |
GDNR
|
Security Exchange Name |
NASDAQ
|
Redeemable warrants included as part of the units [Member] |
|
Document Information [Line Items] |
|
Title of 12(b) Security |
Redeemable warrants
|
Trading Symbol |
GDNRW
|
Security Exchange Name |
NASDAQ
|
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Section 14a -Number 240 -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=tmb_UnitsEachConsistingOfOneShareOfCommonStockParValue0.0001PerShareAndOneRedeemableWarrantMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=tmb_SharesOfCommonStockParValue0.0001PerShareIncludedAsPartOfUnitsMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=tmb_RedeemableWarrantsIncludedAsPartOfUnitsMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
Gardiner Healthcare Acqu... (NASDAQ:GDNRU)
Historical Stock Chart
From Sep 2024 to Oct 2024
Gardiner Healthcare Acqu... (NASDAQ:GDNRU)
Historical Stock Chart
From Oct 2023 to Oct 2024