SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Linton John (Last) (First) (Middle) C/O GDNR HOLDINGS, LLC 114 ASHLING (Street) SAN ANTONIO TX 78260 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 06/29/2023	3. Issuer Name and Ticker or Trading Symbol Gardiner Healthcare Acquisitions Corp. [ GDNR ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,786,125(1)(2)	I	By Gardiner Healthcare Holdings, LLC(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Linton John (Last) (First) (Middle) C/O GDNR HOLDINGS, LLC 114 ASHLING (Street) SAN ANTONIO TX 78260 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GDNR Holdings LLC (Last) (First) (Middle) C/O GDNR HOLDINGS, LLC 114 ASHLING (Street) SAN ANTONIO TX 78260 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Effective as of June 29, 2023, GDNR Holdings, LLC, a Texas limited liability company ("GDNR Holdings"), was issued units, and became a controlling member, of Gardiner Founder LLC, a Delaware limited liability company ("Gardiner Founder"), and John Linton ("Mr. Linton") became a manager and a member of GDNR Holdings (collectively, the "Transaction"). As a result of this Transaction, GDNR Holdings and Mr. Linton became beneficial owners of 1,336,563 shares of common stock, par value $0.0001 per share of the Issuer ("Common Stock"), held directly by Gardiner Healthcare Holdings, LLC, a Delaware limited liability company ("Gardiner Sponsor").

2. (Continue)In addition, as part of the Transaction, 449,562 shares of Common Stock were transferred to Gardiner Sponsor pursuant to five Founder Shares Transfer Agreements (the "Agreements"), each dated June 29, 2023, by and between Gardiner Sponsor and James P. Linton, Thomas F. Ryan, Frank C. Sciavolino, and Matthew Rossen, each a director of the Issuer, and CCMAUS Pty Ltd, a prior co-sponsor of the Issuer, respectively (each, a "Transferor"). Pursuant to the Agreements, each Transferor transferred all of such Transferor's right, title and interest in shares of the Common Stock to Gardiner Sponsor, in consideration for the receipt of units of Gardiner Founder. Specifically, James P. Linton, Thomas F. Ryan, Frank C. Sciavolino, and Matthew Rossen each transferred 25,000 shares of Common Stock to Gardiner Sponsor and CCMAUS Pty Ltd transferred 349,562 shares of Common Stock to Gardiner Sponsor.

3. Gardiner Sponsor is a wholly-owned subsidiary of, and is managed by, Gardiner Founder. Gardiner Founder is controlled by GDNR Holdings. GDNR Holdings is managed by its manager, Mr. Linton.

	/s/ John Linton	07/07/2023
	GDNR HOLDINGS, LLC By: /s/ John Linton Name: John Linton Title: Manager	07/07/2023
	** Signature of Reporting Person	Date
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