Gardiner Healthcare Acquisitions Corp.
GDNR · Nasdaq
NO ACTION REQUIRED
Nothing left to do
The cash went back to shareholders and the company wound up. There is no deadline left to miss.
Cash at settlement
No cash-per-share figure was filed for this vehicle before it finished.
Last close
Daily close
No price history on file yet — daily closes accumulate from the market data feed.
Trust settled · There is no line to draw here. This vehicle has finished: the cash was paid back or spent closing the deal, so the last filed figure describes an account that no longer exists and would be a floor under nothing.
SpacBrain’s read
Trust settled
The trust was liquidated and paid back to holders pro rata — the floor was honoured and the SPAC has wound up, so there is nothing left to claim.
In plain terms
- What it is
- A SPAC from Gardiner Healthcare Holdings, LLC, listed on Nasdaq in December 2021.
- What it's doing now
- It never completed a purchase. The company wound up and the cash in the account went back to shareholders — the ordinary ending when a SPAC runs out of time. No agreed deal for it is on file with us, so we cannot say whether one was ever announced and later fell through.
- What you should know
- This SPAC has finished. The cash was paid back to shareholders and the company wound up, so there is nothing left to claim — the money went where the charter said it would.
At a glance
- Where it stands
- Liquidated
- Deal
- none — it wound up and returned the cash instead
- Industry
- no filing we hold states a sector this SPAC restricted its search to
- Deal value
- no deal to value — it wound up instead
- Price vs cash at settlement
- no live price on file
- Cash in trust when it settled
- not yet extracted into a snapshot — the filings below may state it
- the last trust total filed while this was still a SPAC — the account has since been paid out or used to close the deal
- IPO
- 22 December 2021
- size not on file · 101.0% of each $10 unit into trust
- Headquarters
- 3107 WARRINGTON ROAD, SHAKER HEIGHTS, OH, 44120
- registered in Delaware
- Lead underwriter
- not extracted from the prospectus yet
- Key officers
- GROSSMAN JONAS · Linton John · Linton James P (Director)
- Listed securities
- GDNR common
This vehicle has finished, so there is no window to file a cash-per-share figure for and none will follow. No estimate is shown in its place.
At the 20 June 2023 event.
Nothing dated is on file. That is an absence in the record, not a statement that nothing is coming.
Yield to redemption
Nothing left to redeem — no yield to compute.
This SPAC has finished — its trust was paid back or used to close the deal, so there is nothing left to redeem and no yield to compute. A yield to redemption is a claim that you can hand these shares back for the trust cash. That account is closed, so this page will not print a number here.
What happened to the cash
The reasoning behind the verdict above, in the order the filings establish it.
- The trust was liquidated and paid back to holders pro rata — the floor was honoured and the SPAC has wound up, so there is nothing left to claim.
What has happened, and what is coming
2 dated milestonesEvery dated step from the day it listed to the next date you may have to act on. Where you have to do something, the day your broker needs the instruction is marked too.
- 22 December 2021IPOpassed
IPO size not on file
redemption rate not stated in the filing
Who has already taken their money back
1 filed eventEach time shareholders were offered their cash back, some took it. Heavy cash-outs drain the account and shrink the number of shares left — whatever remains has to carry the deal.
Worst single event
—
no filing states a pre-event share count
Shares redeemed, all events
0.33M
across every filed redemption event
Every figure below is stated in the linked filing; nothing here is estimated.
- Jun 20, 2023Extensionno rate stated
The score
deterministic, from filed fieldsGDNR is not in the scored universe, so no score is shown. A withheld score is a fact about the record, not a verdict about the company.
The score is only published for names that carry both a price and a filed cash-per-share figure — 292 of the tracked fleet today. The rest keep an empty dial rather than a modelled one, and fill in by themselves as the fields land.
The company
from SEC filingsRead the full profile
Gardiner Healthcare Acquisitions Corp. (GDNR) was a blank-check company with SEC CIK 0001858912, listed on the Nasdaq Stock Market under the ticker GDNR. The company priced its initial public offering on December 22, 2021, as documented in 424B prospectus 0001104659-21-152537. On December 11, 2023, the company filed 8-K 0001104659-23-124876 announcing it would redeem all outstanding public shares effective as of the close of business on December 18, 2023. This redemption, payable in cash at a per-share price equal to the aggregate amount on deposit in the trust, completed the company's liquidation and returned the trust cash to shareholders.
Material findings
from the full read of every filingEvery document this company files gets read whole — body and exhibits. These are the ones the read flagged as material, newest first, each citing its filing.
Six weeks after transferring to the Nasdaq Capital Market to cure a holder-count deficiency, the company is winding up instead. Trading of the public shares stops at the close of business the day before the Redemption Date. Warrants carry no redemption rights or liquidating distributions. Initial shareholders, sponsors, officers and directors waived liquidating distributions on private placement and founder shares, but keep them on any public shares bought in or after the IPO. Nasdaq is expected to file a Form 25, then the company a Form 15.
Item 8.01 records a second, earlier deficiency and its resolution: on September 12, 2023 Nasdaq staff said the company no longer met Rule 5405(a)(3)'s 400-holder Global Market requirement; the company applied on or about September 18 to phase down to the Nasdaq Capital Market, and an October 24 letter granted the transfer subject to the application's conditions, with securities moving to the Capital Market at the opening of business on October 27, 2023. If Nasdaq accepts the new plan it MAY grant up to 180 further calendar days; if not, the company may appeal to a Hearings Panel.
The sponsor facility grows by a million dollars as the vehicle's own runway shortens: December 27, 2023 is the end of the six monthly $100,000 extensions the June 20, 2023 meeting authorised, and the note's maturity is written to track any further extension stockholders may approve. That structure means the loan does not fall due before the company's deadline, which keeps the sponsor from having a claim the company could not meet while still searching.
The officer responsible for financial reporting and a member of the audit committee both leave within four days, at a registrant that is delinquent on its Form 10-Q for the quarter ended June 30, 2023 and under a Nasdaq late-filer notice whose compliance-plan deadline is October 17, 2023. The report names no successor or interim appointee for either role.
The correction is the notable part: the exchange's own deficiency letter carried the wrong date for the plan deadline, and the company had to reissue its press release to fix it. The operative date is October 17, 2023. This is the registrant's second late-filing deficiency in three months — the first, over the Q1 2023 Form 10-Q, was notified on May 23, 2023 — so the reporting delay has continued across two quarters.
December 27, 2023 is a CEILING, not a deadline: it is reachable only by making six separate $100,000 deposits, one per month, and the filing describes each as a distinct election. What the company has actually secured here is July 27, 2023. The trust agreement was amended alongside the charter, which is what makes the extension effective against the trustee rather than only against the corporation.
Show 2 more material filings
A filing-delinquency deficiency, unlike a market-value one, is within the company's own control to cure, and it names two distinct dates that do different things: July 24, 2023 is a deadline for a PLAN, and November 20, 2023 is the outer date Nasdaq MAY grant for the filing itself if that plan is accepted. The second is conditional, not given. The company had already flagged the delay in a Form 12b-25 filed May 15, 2023 and says it plans to file as promptly as possible.
The funding terms deteriorate sharply: the charter required $862,500 for three months, and the proposal substitutes $300,000 for the same period, cutting the trust contribution by roughly two thirds. Holders are being asked to accept slower accretion in exchange for a longer but sponsor-controlled runway. At only twelve months from IPO the vehicle is already seeking shareholder relief from its own terms, which is early by the standards of this cohort. Redemption at pro rata trust value remains available at this vote.
Filings
live EDGAR feedEverything this company has filed with the SEC recently, newest first, each with a plain summary of what changed and why it matters.
What changed: Item 8.01 — liquidation. The directors of Gardiner Healthcare Acquisitions Corp. determined to dissolve and liquidate the company under its charter and the December 21, 2021 trust agreement with Continental, and stated it will not consummate an initial business combination. It will redeem all public shares effective as of the close of business on December 18, 2023 at the trust amount including interest not previously released to pay taxes, less up to $100,000 of interest for dissolution expenses, divided by the public shares outstanding. Why it matters: Six weeks after transferring to the Nasdaq Capital Market to cure a holder-count deficiency, the company is winding up instead. Trading of the public shares stops at the close of business the day before the Redemption Date. Warrants carry no redemption rights or liquidating distributions. Initial shareholders, sponsors, officers and directors waived liquidating distributions on private placement and founder shares, but keep them on any public shares bought in or after the IPO. Nasdaq is expected to file a Form 25, then the company a Form 15.
Show the other 10 filings
What changed: Item 3.01 listing deficiency. On October 24, 2023 Gardiner Healthcare received written notice from Nasdaq's Listing Qualifications Department that it no longer meets Listing Rule 5550(a)(3), which requires a minimum of 300 public holders. Under Rule 5810(c)(2)(C) it has 45 calendar days, until December 8, 2023, to submit a plan to regain compliance, and says it intends to do so by that date. The notice has no immediate effect on the listing, and the filing states there can be no assurance compliance will be regained. Why it matters: Item 8.01 records a second, earlier deficiency and its resolution: on September 12, 2023 Nasdaq staff said the company no longer met Rule 5405(a)(3)'s 400-holder Global Market requirement; the company applied on or about September 18 to phase down to the Nasdaq Capital Market, and an October 24 letter granted the transfer subject to the application's conditions, with securities moving to the Capital Market at the opening of business on October 27, 2023. If Nasdaq accepts the new plan it MAY grant up to 180 further calendar days; if not, the company may appeal to a Hearings Panel.
What changed: Items 1.01 and 2.03: On September 18, 2023 Gardiner Healthcare Acquisitions issued a Fourth Amended and Restated Promissory Note of up to $2,500,000 to one of its sponsors, Gardiner Healthcare Holdings, LLC. It amends, restates and supersedes the Third Amended and Restated Note of December 7, 2022, which was for up to $1,500,000, increasing the principal and extending the maturity. The note bears no interest and is due on the earlier of December 27, 2023 — or a later date if stockholders approve a further charter extension on or before then — and the closing of an initial business combination. Why it matters: The sponsor facility grows by a million dollars as the vehicle's own runway shortens: December 27, 2023 is the end of the six monthly $100,000 extensions the June 20, 2023 meeting authorised, and the note's maturity is written to track any further extension stockholders may approve. That structure means the loan does not fall due before the company's deadline, which keeps the sponsor from having a claim the company could not meet while still searching.
What changed: Item 5.02: Gardiner Healthcare Acquisitions reports two departures. On September 11, 2023 David P. Jenkins notified the company of his resignation as Chief Financial Officer, effective September 19, 2023, to pursue other opportunities. On September 14, 2023 Dr. Janelle R. Anderson notified the company of her resignation from the board, effective immediately; she served on the audit and nominating committees. The filing states neither resignation involved any disagreement with the board, the company or management on any matter relating to operations, policies or practices. Why it matters: The officer responsible for financial reporting and a member of the audit committee both leave within four days, at a registrant that is delinquent on its Form 10-Q for the quarter ended June 30, 2023 and under a Nasdaq late-filer notice whose compliance-plan deadline is October 17, 2023. The report names no successor or interim appointee for either role.
What changed: Items 3.01 and 7.01: Gardiner Healthcare Acquisitions received a Nasdaq late-filer letter on August 18, 2023 over its delayed Form 10-Q for the quarter ended June 30, 2023, putting it out of compliance with Listing Rule 5250(c)(1). The company has 60 calendar days, stated as October 17, 2023, to submit a compliance plan, and Nasdaq may then grant up to 180 calendar days from the 10-Q's due date, until February 12, 2024. Item 7.01 reports that on August 28, 2023 Nasdaq informed the company its letter had stated the plan deadline INCORRECTLY as October 2, 2023. Why it matters: The correction is the notable part: the exchange's own deficiency letter carried the wrong date for the plan deadline, and the company had to reissue its press release to fix it. The operative date is October 17, 2023. This is the registrant's second late-filing deficiency in three months — the first, over the Q1 2023 Form 10-Q, was notified on May 23, 2023 — so the reporting delay has continued across two quarters.
The sponsor
The people who set this company up, what they have done before, and the advisers around the deal.
Gardiner Healthcare Holdings, LLCnamed as sponsor in this SPAC’s filings — but with no researched track record behind it yet.
A missing score, not a score of zero — why
A Sponsor Score is only published once the sponsor’s prior vehicles have been verified on EDGAR and their post-close outcomes priced. That record does not exist for this sponsor yet, so no number and no tier is shown. That is a missing score, not a score of zero — and not a neutral 50 either.
Coverage so far: 301 of 1284 tracked SPACs (23%) are attached to a scored sponsor. This card fills in by itself as the research lands.
The record
The reference detail — how the shares were structured at listing, how thinly they trade, and where the company is registered.
Show the reference detail
Unit structure
Unit: U = S + W · 101.0% of the $10 unit
from 424B4 0001104659-21-152537
Trading & liquidity
Company profile
Directors & officers
- GROSSMAN JONAS10% owner
- Linton John10% owner
- Linton James PDirector
- Rossen MatthewDirector
- Ryan Thomas F JrDirector
Institutional holders
from SC 13G/13DFunds that have declared a stake above 5%. Heavy ownership by arbitrage funds usually means heavy cash-outs at the next vote.
Show the declared stakes
7 filers with a stake on file · 0 re-affirmed in the last 12 months. A stake with no amendment since is the filer’s last word on it, not proof it is still held — and percentages filed in different years are percentages of different floats, because this vehicle’s share count collapses at every redemption.
- Gardiner Healthcare Holdings, LLCwith 3 other reporting persons on the same schedule30.6% · SC 13D/AAug 31, 2023 stale
- Chardan Gardiner LLCwith 1 other reporting person on the same schedule26.8% · SC 13DAug 28, 2023 stale
- Feis Lawrence Michaelwith 1 other reporting person on the same schedule4.4% · SC 13G/AJan 20, 2023 stale
- MMCAP International Inc. SPCwith 1 other reporting person on the same schedule0.0% · SC 13G/AFeb 13, 2024 stale
- Saba Capital Management, L.P.with 1 other reporting person on the same schedule0.0% · SC 13G/AFeb 8, 2024 stale
- Owl Creek Asset Management, L.P.with 1 other reporting person on the same schedule0.0% · SC 13G/AFeb 5, 2024 stale
- Space Summit Capital LLC0.0% · SC 13G/AFeb 8, 2023 stale
One line per filer, not per reporting person: a joint schedule names the management company, its funds and often the individual who controls them, and all of them report the same shares. Click a name for that filer’s whole footprint across every SPAC it has declared a stake in.
Sources on file
harvested pages, kept in fullEvery public page we have read about this company, stored in full so a source can never go missing.
Show the sources
40 full SEC filing texts archived — searchable, never lost.
In plain English
tap a term to open itEvery piece of jargon this page could have used, and what it actually means.
Open the plain-English guide
No floor / floorlessthe cash guarantee is gone — the price is unprotected
A SPAC's downside protection is not the cash in trust; it is your right to demand that cash. Once the redemption window closes, the cash stays with the company and the share can trade anywhere.
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Broker action datethe day your broker needs the instruction — earlier than the official date
Brokers batch redemption instructions to the transfer agent, so the practical cutoff is roughly two business days before the published deadline. This is the date that actually costs people the floor.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Trust discountbuying below the cash held for you
Only meaningful while a redemption right exists. On a floorless name the same arithmetic is not a discount, it is the market pricing distress, and this product will not call it a yield.
Dilutionhow much of the company new shares take from you
Sponsor promote, PIPE shares, warrants and rights all issue stock that did not pay $10 for it. The headline deal value is before that; the effective value is after.
Pro-forma equitywhat the company is valued at once the deal closes
The combined company's equity value assuming the announced terms and the redemptions that have actually happened.
ARShow much upside you get per unit of downside
SpacBrain's asymmetric-return score. It is deterministic — the same inputs always produce the same number — and it is capped, not zeroed, when the floor is gone.
De-SPACthe day the SPAC becomes the real company
The shares stop being a claim on a pot of cash and start being equity in an operating business. Roughly 80% of recent de-SPACs traded below $10 within a year.
Outside datethe contractual long-stop for closing the deal
A deadline between the SPAC and its target, not between the SPAC and you. It confers no right to cash, which is exactly why it must never be counted as a redemption window.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.
Accreted NAV (estimate)the last filed cash figure, plus the interest it should have earned since
A model, not a filing: last filed value compounded at the 3-month T-bill for the days elapsed. Always shown in italic with the word estimate, and never printed beside a filed number without it.
Ask the brain
from its filingsData provenance & audit trail3 internal entries
Written by SpacBrain’s data agents whenever a figure is captured, corrected or flagged, and kept verbatim so every number on this page can be traced back to the filing that states it. This is a running log, not the current record: an early entry may be superseded by a later correction — the panels above always hold the current values.
admitted from the HISTORICAL census (EDGAR's SIC 6770 registrant list, walked in full: 3,325 registrants, 1,167 of which ever priced an IPO). The live discovery job cannot reach this registrant — it reads the filing tape, and this one stopped filing. Admission rule: src/lib/universe-admit.ts. SIC 6770 (Blank Checks); 424B 0001104659-21-152537 priced 2021-12-22; common ticker GDNR off 8-K 0001104659-23-124876 (2023-12-11); lifecycle EXITED. Ending PROVEN, not inferred: LIQUIDATED per 8-K 0001104659-23-124876 (2023-12-11) — announced redemption of all public shares: “…will redeem all of its outstanding shares of common stock, par value $0.0001, that were issued in its initial public offering (the "Public Shares"), effective as of the close of business on December 18 th , 2023 at a per-share redemption price, payable in cash, equal to the aggregate amount then on deposit in the Trust…”. ipoSizeM and deadline left NULL: gross-proceeds prose conflates the over-allotment with the offering, and a charter deadline belonging to a vehicle that has ended is a date nobody can act on. ipoDate is the 424B pricing date.
warrantStrike=11.5 from the definitive prospectus (0001104659-21-152537). NOT FILLED: warrantCallPrice — no stated candidate; rightShareRatio — no stated candidate; unitSeparationDays — no stated candidate
sponsor "Gardiner Healthcare Holdings, LLC" sourced from prospectus definition (10-K) acc 0001410578-22-000793.