United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
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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).
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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 June 20, 2023, 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 June 21, 2023, 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 June 20, 2023, the Company held a special meeting of stockholders (the “special meeting”). On May 22, 2023, the record date for the special meeting, there were 4,091,822 shares of common stock of the Company entitled to be voted at the special meeting, approximately 86.79% 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 one (1) month, from June 27, 2023 to July 27, 2023, by depositing into the trust account (the “trust account”) $100,000 (the “Extension Payment”) for the one-month extension, and thereafter to extend the Combination Period up to five (5) times by an additional month each time (or up to December 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 | |||
| 3,318,652 | 232,476 | -0- | -0- |
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 one (1) months, from June 27, 2023 to July 27, 2023 (the “Trust Amendment”), by depositing into the trust account the Extension Payment for the one-month extension, and thereafter to extend the Combination Period up to five (5) times by an additional month each time (or up to December 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 | |||
| 3,318,652 | 232,476 | -0- | -0- |
Item 8.01. Other Events.
In connection with the votes to approve the Extensions, the holders of 332,922 shares of common stock of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.51 per share, for an aggregate redemption amount of approximately $3,500,301, leaving approximately $16,850,066 in the trust account, based on the approximately $20,350,367 held in the trust account as of June 15, 2023 (less funds that may be withdrawn to pay taxes).
Item 9.01. Financial Statements and Exhibits
(c) Exhibits:
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Gardiner Healthcare Acquisitions Corp., dated June 21, 2023. | |
| 10.1 | Amendment to the Investment Management Trust Agreement, dated June 20, 2023, by and between Gardiner Healthcare Acquisitions Corp. and Continental Stock Transfer & Trust Company. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: 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 Corp.” The original certificate of incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on March 25, 2021. The Amended and Restated Certificate of Incorporation of the Corporation (the “Amended and Restated Certificate”) was filed with the Secretary of State of the State of Delaware on December 21, 2021, and was amended by a Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Corporation, as filed with the Secretary of State of the State of Delaware on December 21, 2022.
2. This Second Certificate of Amendment to the Amended and Restated Certificate of Incorporation (this “Amendment”) amends the Amended and Restated Certificate, as amended.
3. This Amendment was duly adopted by the Board of Directors of the Corporation and the stockholders of the Corporation in accordance with Section 242 of the General Corporation Law of the State of Delaware.
4. The text of Section 9.1(b) is hereby amended and restated to read in full as follows:
“(b) Immediately after the Offering, a certain amount of the net offering proceeds received by the Corporation in the Offering (including the proceeds resulting from the exercise of the underwriters’ over-allotment option) and certain other amounts specified in the Corporation’s registration statement on Form S-1, as initially filed with the Securities and Exchange Commission (the “SEC”) on October 22, 2021, as amended (the “Registration Statement”), were deposited in a trust account (the “Trust Account”), established for the benefit of the Public Stockholders (as defined below) pursuant to a trust agreement described in the Registration Statement. Except for the withdrawal of interest income (if any) to pay the Corporation’s taxes, if any, none of the funds held in the Trust Account (including the interest earned on the funds held in the Trust Account) will be released from the Trust Account until the earliest to occur of (i) the completion of the initial Business Combination, (ii) the redemption of 100% of the Offering Shares (as defined below) if the Corporation does not complete its initial Business Combination by July 27, 2023 (or up to December 27, 2023, as applicable) subject to applicable law, and (iii) the redemption of Offering Shares in connection with a stockholder vote to approve an amendment to this Amended and Restated Certificate, as amended (A) to modify the substance or timing of the Corporation’s obligation to redeem 100% of the Offering Shares if the Corporation has not completed an initial Business Combination by July 27, 2023 (or up to December 27, 2023, as applicable) or (B) with respect to any other provisions relating to stockholders’ rights or pre-initial Business Combination activity (as described in Section 9.7). Holders of shares of the Common Stock included as part of the units sold in the Offering (the “Offering Shares”) (whether such Offering Shares were purchased in the Offering or in the secondary market following the Offering and whether or not such holders are Gardiner Healthcare Holdings, LLC, Chardan Gardiner LLC, CCMAUS Pty Ltd (collectively the “Co-Sponsors”) or the officers or directors of the Corporation, or any affiliates of any of the foregoing) are referred to herein as “Public Stockholders.” On June 20, 2023, the Corporation’s Stockholders approved an extension of the deadline to consummate an initial Business Combination from June 27, 2023 to July 27, 2023 (or up to December 27, 2023), which extension is implemented by the deposit of a $100,000 extension payment into the Trust Account. In the event that the Corporation has not consummated an initial Business Combination by July 27, 2023, the Corporation may, by resolution of the Board if requested by one or more of the Corporation’s insiders or their affiliates, extend the period of time to consummate a Business Combination up to five (5) times by an additional month each time (or up to December 27, 2023); provided that, pursuant to the Investment Management Trust Agreement entered into between the Corporation and Continental Stock Transfer & Trust Company on December 21, 2021, as amended, the only way to extend the time available for the Corporation to consummate its initial Business Combination is for the Corporation’s insiders or their affiliates or designees, upon five days’ advance notice prior to each applicable deadline, to deposit into the Trust Account $100,000 (or an aggregate of an additional $500,000 if the time to consummate a Business Combination is extended to December 27, 2023), on or prior to the date of the applicable deadline.”
5. The text of Section 9.2(d) is hereby amended and restated to read in full as follows:
“(d) In the event that the Corporation has not completed an initial Business Combination by July 27, 2023 (or up to December 27, 2023, as applicable), the Corporation shall (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to lawfully available funds therefor, redeem the Offering Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account not previously released to the Corporation to pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then outstanding Offering Shares, which redemption will completely extinguish rights of the Public Stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject in the case of clauses (ii) and (iii) to the Corporation’s obligations under the DGCL to provide for claims of creditors and the requirements of other applicable law.”
6. The text of Section 9.7 is hereby amended and restated to read in full as follows:
“Section 9.7 Additional Redemption Rights. If, in accordance with Section 9.1(a), any amendment is made to Section 9.2(d) that would affect the substance or timing of the Corporation’s obligation to allow redemption in connection with the Corporation’s initial Business Combination or amendments to this Amended and Restated Certificate, as amended, prior thereto or to redeem 100% of the Offering Shares if the Corporation does not complete an initial Business Combination by July 27, 2023 (or up to December 27, 2023, as applicable) or with respect to any other provision thereof relating to stockholders’ rights or pre-initial Business Combination activity, the Public Stockholders shall be provided with the opportunity to redeem their Offering Shares upon approval of any such amendment, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Corporation to pay its taxes, divided by the number of the then outstanding Offering Shares; provided, however, that any such amendment will be voided, and this Article IX will remain unchanged, if any stockholders who wish to redeem are unable to redeem due to the Redemption Limitation.”
[Signature page follows]
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IN WITNESS WHEREOF, Gardiner Healthcare Acquisitions Corp. has caused this Second Certificate of Amendment to the Amended and Restated Certificate of Incorporation to be duly executed in its name and on its behalf by an authorized officer as of the date first set above.
| GARDINER HEALTHCARE ACQUISITIONS CORP. | ||
| By: | /s/ Marc F. Pelletier | |
| Name: Marc F. Pelletier | ||
| Title: Chief Executive Officer | ||
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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 in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in that certain Investment Management Trust Agreement, dated December 21, 2021, by and between the parties hereto, as amended by that certain Amendment to the Investment Management Trust Agreement, dated December 21, 2022, by and between the parties hereto (the “Trust Agreement”).
WHEREAS, proceeds were placed in the Trust Account from the IPO and sale of private warrants and a balance of $20,277,272 was in the Trust Account as of March 31, 2023 (after accounting for redemptions relating to the Company’s December 2022 special meeting of stockholders); and
WHEREAS, the period for completing the Business Combination was previously extended to June 27, 2023; and
WHEREAS, the parties wish to amend the third recital to the Trust Agreement to provide that if a Business Combination is not consummated by June 27, 2023 the Company may extend the period to consummate a Business Combination to July 27, 2023, subject to one or more of the Company’s sponsors, other insiders or their affiliates or designee depositing the amount of $100,000 into the Trust Account no later than June 27, 2023, and thereafter upon the request of one or more of the Company’s Sponsors, other insiders or their affiliates, the period to consummate a Business Combination may be extended up to five (5) times by an additional one month each time (or up to December 27, 2023) by depositing into the Trust Account $100,000 for each additional one month extension; and
WHEREAS, Section 6(d) of the Trust Agreement provides the Trust Agreement may only be amended with the approval of the holders of 65% or more of all of the outstanding shares of Common Stock (the “Consent of the Stockholders”);
WHEREAS, the Company obtained the Consent of the Stockholders to approve this Amendment; and
WHEREAS, each of the Company and Trustee desire to amend the Trust Agreement as provided herein.
NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:
1. Amendments to Trust Agreement.
(a) The third recital to the Trust Agreement is hereby amended and restated as follows:
WHEREAS, if a Business Combination (as defined herein) is not consummated by June 27, 2023 the Company may extend the period to consummate a Business Combination to July 27, 2023, subject to one or more of the Company’s sponsors, other insiders or their affiliates (a “Sponsor”) or designee depositing the amount of $100,000 into the Trust Account no later than June 27, 2023, and thereafter upon the request of a Sponsor, the period to consummate a Business Combination (the “Deadline”) may be extended up to five (5) times by an additional one month each time (or up to December 27, 2023) by depositing into the Trust Account $100,000 for each additional one month extension (each, and collectively, an “Extension”); and
2. Miscellaneous Provisions.
2.1. Successors. All the covenants and provisions of this Amendment by or for the benefit of the Company or the Trustee shall bind and inure to the benefit of their permitted respective successors and assigns.
2.2. Severability. This Amendment shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Amendment or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Amendment a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.
2.3. Applicable Law. This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York.
2.4. Counterparts. This Amendment may be executed in several original or facsimile counterparts, each of which shall constitute an original, and together shall constitute but one instrument.
2.5. Effect of Headings. The section headings herein are for convenience only and are not part of this Amendment and shall not affect the interpretation thereof.
2.6. Entire Agreement. The Trust Agreement, as modified by this Amendment, constitutes the entire understanding of the parties and supersedes all prior agreements, understandings, arrangements, promises and commitments, whether written or oral, express or implied, relating to the subject matter hereof, and all such prior agreements, understandings, arrangements, promises and commitments are hereby canceled and terminated.
[Signature Page to Follow]
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IN WITNESS WHEREOF, the parties have duly executed this Amendment as of the date first set forth above.
| GARDINER HEALTHCARE ACQUISITIONS CORP. | ||
| By: | /s/ Marc F. Pelletier | |
| Name: | Marc F. Pelletier | |
| Title: | Chief Executive Officer | |
| CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS TRUSTEE | ||
| By: | /s/ Francis Wolf | |
| Name: | Francis Wolf | |
| Title: | Vice President | |
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