Item 8.01. Other Events.
As previously disclosed on a Current Report on Form 8-K, on December 27, 2021,
Gardiner Healthcare Acquisitions Corp., a Delaware corporation (the "Company"),
consummated its initial public offering (the "IPO") of 7,500,000 units (the
"Units"). Each Unit consists of one share of common stock of the Company, par
value $0.0001 per share ("Common Stock"), and one redeemable warrant of the
Company ("Warrant"), with each whole Warrant entitling the holder thereof to
purchase one share of Common Stock for $11.50 per share. The Units were sold at
a price of $10.00 per Unit, generating gross proceeds to the Company of
$75,000,000. The Company granted the underwriters a 45-day option to purchase up
to 1,125,000 additional Units to cover over-allotments, if any.
Simultaneously with the consummation of the IPO, the Company completed the
private sale (the "Private Placement") of (i) an aggregate of 3,337,500 Warrants
(the "Gardiner Healthcare Warrants") to Gardiner Healthcare Holdings, LLC, a
Delaware limited liability company ("Gardiner Healthcare"), (ii) an aggregate of
572,143 Warrants (the "Chardan Gardiner Warrants") to Chardan Gardiner LLC, a
Delaware limited liability company ("Chardan Gardiner"), and (iii) an aggregate
of 540,357 Warrants (the "CCMAUS Warrants"; together with the Gardiner
Healthcare Warrants and the Chardan Gardiner Warrants, collectively, the
"Private Placement Warrants") to CCMAUS Pty Ltd., an Australian company
("CCMAUS"), each at a purchase price of $1.00 per Private Placement Warrant,
generating gross proceeds to the Company of $4,450,000.
An audited balance sheet as of December 27, 2021, reflecting receipt of the
proceeds upon consummation of the IPO and the Private Placement, has been issued
by the Company and is included as Exhibit 99.1 to this Current Report on Form
8-K.
On December 29, 2021, the Company issued a press release announcing that the
underwriters of the IPO had exercised their over-allotment option in full on
December 29, 2021, a copy of which is attached as Exhibit 99.2 to this Current
Report on Form 8-K. The closing of the issuance and sale of the additional Units
(the "Over-Allotment Option Units") occurred on December 29, 2021. A total
aggregate issuance by the Company of 1,125,000 Over-Allotment Option Units at a
price of $10.00 per Over-allotment Option Unit resulted in total gross proceeds
of $11,250,000 to the Company.
Simultaneously with the sale of the Over-Allotment Option Units, the Company
consummated the private sale (the "Additional Private Sale") of (i) an
additional 295,313 Private Placement Warrants to Gardiner Healthcare (the
"Additional Gardiner Healthcare Warrants") at a price of $1.00 per additional
Private Placement Warrant, (ii) an additional 50,624 Private Placement Warrants
to Chardan Gardiner (the "Additional Chardan Gardiner Warrants") at a price of
$1.00 per additional Private Placement Warrant, and (iii) an additional 47,813
Private Placement Warrants to CCMAUS (the "Additional CCMAUS Warrants"; together
with the Additional Gardiner Healthcare Warrants and the Additional Chardan
Gardiner Warrants, collectively, the "Additional Private Placement Warrants") at
a price of $1.00 per additional Private Placement Warrant. The Additional
Private Placement Warrants were issued pursuant to Section 4(a)(2) of the
Securities Act of 1933, as amended, as the transactions did not involve a public
offering.
As of December 29, 2021, a total of $11,362,500, comprised of the proceeds of
the sale of the Private Placement Warrants and the Additional Private Placement
Warrants, was added to the Company's U.S.-based trust account (the "Trust
Account") maintained by Continental Stock Transfer & Trust Company, acting as
trustee.
As of December 29, 2021, a total of $87,112,500, comprised of the proceeds from
the IPO after offering expenses and a portion of the proceeds of sale of the
Private Placement Warrants, and the proceeds of the sale of the Additional
Private Placement Warrants, was placed in a U.S.-based trust account (the "Trust
Account") maintained by Continental Stock Transfer & Trust Company acting as
trustee.
As of December 29, 2021, the balance of the Trust Account was $87,112,500.
Except with respect to interest earned on the funds held in the Trust Account
that may be released to the Company to pay its taxes, if any, and up to $100,000
of interest that may be needed to pay dissolution expenses, the funds held in
the Trust Account will not be released from the Trust Account until the earliest
of (i) the completion of the Company's initial business combination within 12
months (or up to 18 months, as applicable) from the closing of the IPO and (ii)
a redemption to public stockholders prior to any voluntary winding-up in the
event the Company does not consummate its initial business combination within
the applicable period.
Item 9.01. Financial Statements and Exhibits.
Exhibit
No. Description
99.1 Audited Balance Sheet as of December 27, 2021
99.2 Pro-Forma Balance Sheet dated December 27, 2021
99.3 Press Release dated December 29, 2021
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GARDINER HEALTHCARE ACQUISITIONS CORP. 
