Item 1.01 Entry into a Material Definitive Agreement.

On April 17 and April 18, 2023, Gardiner Healthcare Acquisitions Corp. (the "Company") issued unsecured promissory notes (each, a "Promissory Note" and, collectively, the "Promissory Notes") to each of Marc F. Pelletier, the Chief Executive Officer of the Company, and Moss Ridge PTY LTD. Pursuant to the Promissory note with Mr. Pelletier, the Company borrowed $20,000 for expenses related to the Company's operations, and repaid Mr. Pelletier on April 19, 2023. Pursuant to the Promissory Note with Moss Ridge PTY LTD, the Company borrowed the amount of $30,000 on April 18, 2023 for costs, fees and expenses related to the Company's operations, including those relating to the preparation, negotiation and consummation of an intended initial business combination (the "Business Combination"). All unpaid principal under the Promissory Note with Moss Ridge PTY LTD will be due and payable in full on the earlier of (i) the Maturity Date and (ii) the date on which the Company consummates a Business Combination.

A copy of the form of Promissory Note 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 Promissory Notes is qualified in its entirety by reference thereto.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an


          Off-Balance Sheet Arrangement of a Registrant.

The information set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.




Item 8.01 Other Events.

On April 21, 2023, the Company issued a press release announcing its intention to extend the date by which the Company must consummate a Business Combination, pursuant to its Amended and Restated Certificate of Incorporation and Investment Management Trust Agreement, each as amended, from April 27, 2023 to May 27, 2023. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits:



Exhibit                                 Description
  10.1       Form of Promissory Note.
  99.1       Press Release, dated April 21, 2023
104        Cover Page Interactive Data File (embedded within the Inline XBRL
           document).

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