Current Report Filing (8-k)
December 22 2022 - 4:33PM
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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 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.
The information disclosed in
Item 5.07 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01 to the extent required herein. As approved
by its stockholders at the special meeting (defined below), on December 21, 2022, Gardiner Healthcare Acquisitions Corp. (the “Company”)
and Continental Stock Transfer & Trust Company entered into an amendment to the Investment Management Trust Agreement, dated December
21, 2021, by and between Continental Stock Transfer & Trust Company and the Company (the “Trust Agreement”). A copy of
the amendment to the Trust Agreement is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
The information disclosed in
Item 5.07 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03 to the extent required herein. As approved
by its stockholders at the special meeting, on December 21, 2022, the Company filed a certificate of amendment to its amended and restated
certificate of incorporation (the “Charter”) which became effective upon filing. A copy of the certificate of amendment to
the Charter is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote
of Security Holders.
On December 21, 2022, the Company
held a special meeting in lieu of its 2022 annual meeting of stockholders (the “special meeting”). On November 23, 2022,
the record date for the special meeting, there were 10,781,250 shares of common stock of the Company entitled to be voted at the special
meeting, approximately 95.88% of which were represented in person or by proxy at the special meeting.
The final results for each of
the matters submitted to a vote of the Company’s stockholders at the special meeting are as follows:
1. Charter Amendment Proposal
The stockholders approved the
proposal to amend (the “Charter Amendment”) the Company’s Charter by allowing the Company to extend (the “Extension”)
the date by which it has to consummate a business combination (the “Combination Period”) for an additional three (3) months,
from December 27, 2022 to March 27, 2023, by depositing into the trust account (the “trust account”) $300,000 (the “Extension
Payment”) for the three-month extension, and thereafter to extend the Combination Period up to three (3) times by an additional
month each time (or up to June 27, 2023) by depositing into the trust account $100,000 for each additional month extension. The voting
results were as follows:
FOR |
|
AGAINST |
|
ABSTAIN |
|
BROKER
NON-VOTES |
9,484,705 |
|
34,861 |
|
-0- |
|
817,087 |
2.
Trust Amendment Proposal
The stockholders approved the
proposal to amend (the “Trust Amendment” and together with the Charter Amendment, the “Extensions”) the Trust
Agreement, allowing the Company to extend the Combination Period for an additional three (3) months, from December 27, 2022 to March
27, 2023 (the “Trust Amendment”), by depositing into the trust account the Extension Payment for the three-month extension,
and thereafter to extend the Combination Period up to three (3) times by an additional month each time (or up to July 27, 2023) by depositing
into the trust account $100,000 for each additional month extension. The voting results were as follows:
FOR |
|
AGAINST |
|
ABSTAIN |
|
BROKER
NON-VOTES |
9,484,705 |
|
34,861 |
|
-0- |
|
817,087 |
3. Director Proposal
The stockholders re-elected
seven directors to the Company’s board of directors, with each such director to serve until the annual meeting of stockholders
following the special meeting or until his or her successor is elected and qualified. The voting results were as follows:
| |
FOR | |
AGAINST | |
ABSTAIN | |
BROKER NON-VOTES |
Marc F. Pelletier | |
8,895,476 | |
624,089 | |
1 | |
817,087 |
Paul R. McGuirk | |
9,509,902 | |
9,663 | |
1 | |
817,087 |
Janelle R. Anderson | |
8,338,036 | |
1,181,530 | |
0 | |
817,087 |
Frank C. Sciavolino | |
9,509,902 | |
9,663 | |
1 | |
817,087 |
James P. Linton | |
9,378,056 | |
141,509 | |
1 | |
817,087 |
Thomas F. Ryan, Jr. | |
9,509,902 | |
9,663 | |
1 | |
817,087 |
Mathew Rossen | |
9,484,902 | |
9,663 | |
25,001 | |
817,087 |
4. Auditor Proposal
The stockholders ratified the
selection by the Company’s audit committee of BDO USA, LLP to serve as the Company’s independent registered public accounting
firm for the fiscal year ending December 31, 2022. The voting results were as follows:
FOR |
|
AGAINST |
|
ABSTAIN |
|
BROKER
NON-VOTES |
10,327,006 |
|
9,647 |
|
-0- |
|
-0- |
Item 8.01. Other Events.
In connection
with the votes to approve the Extensions, the holders of 6,689,428 shares of common stock of the Company properly exercised their right
to redeem their shares for cash at a redemption price of approximately $10.19 per share, for an aggregate redemption amount of approximately
$68,165,271 million, leaving approximately $20,087,333 million in the trust account, based on the approximately $88,252,604 held in the
trust account as of November 25, 2022 (less funds that may be withdrawn to pay taxes).
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: December 22, 2022 |
|
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