GDNR SEC filings, in plain English

• SC 13G/A13 February 20240001062993-24-002920
• SC 13G/A8 February 20240001062993-24-002385
• SC 13G/A5 February 20240000902664-24-001035
• 25-NSE15 December 20230001354457-23-000948
• 8-K11 December 20230001104659-23-124876

  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.

• NT 10-Q17 November 20230001104659-23-119588
• 8-K27 October 20230001104659-23-111843

  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.

• 8-K18 October 20230001104659-23-109880
• 8-K20 September 20230001104659-23-102048

  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.

• 8-K15 September 20230001104659-23-101218

  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.

• SC 13D/A31 August 20230001104659-23-097295
• 8-K29 August 20230001104659-23-096147

  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.

• 328 August 20230001104659-23-095999
• SC 13D28 August 20230001104659-23-095998
• 418 August 20230001104659-23-093535
• NT 10-Q11 August 20230001104659-23-090513
• 10-Q9 August 20230001410578-23-001598
  What changed vs 2022-11-14trust $87.6M → $20.4M -77%deadline 2022-12-27 → 2023-12-27shares 8.63M → 1.94M -78%
  trust account, combination deadline, redeemable shares +23 moved · 2 with no prior record of ours

  Trust account

  $87.6M→$20.4M

  SpacBrain reads this as $67,290,235 left the trust between the two filings.

  The clause …“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). Business Combination Marketing Agreement We have”…

  Combination deadline

  2022-12-27→2023-12-27

  SpacBrain reads this as 365 days later than the previous record.

  The clause …“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 Company has used funds from the Convertible”…

  Redeemable shares

  8.63M→1.94M

  SpacBrain reads this as 6,689,428 shares are no longer redeemable.

  The clause “0,000,000 shares authorized; 2,156,250 shares issued and outstanding (excluding 1,935,572 shares subject to possible redemption) ​ 216 ​ ​ 216 Additional paid-in capital ​ — ​ ​ — Accumulated deficit ​ ( 1,965,050 ) ​ ​ ( 1,487,880 )”…

  Sponsor loans outstanding

  not previously extracted→$594K

  The clause …“combination. As of March 31, 2023 and December 31, 2022, $ 347,255 and $ 593,690 was outstanding under the Amended Initial Note and the Warrant Holdings Promissory Note and are reported on the condensed balance sheets as Notes”…

  Going-concern doubt

  stated · unchanged

  The clause …“deficit of $ 1,758,866 . In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to”…

  Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.

• 8-K20 July 20230001104659-23-082772
• 37 July 20230001104659-23-079186
• SC 13D7 July 20230001104659-23-079185
• 8-K6 July 20230001104659-23-078771
• 43 July 20230001104659-23-077633
• 43 July 20230001104659-23-077636
• 43 July 20230001104659-23-077642
• 43 July 20230001104659-23-077635
• 43 July 20230001104659-23-077631
• 43 July 20230001104659-23-077643
• 8-K26 June 20230001104659-23-074795

  What changed: Items 1.01, 5.03 and 5.07: At Gardiner Healthcare Acquisitions' special meeting on June 20, 2023 — 86.79% of the 4,091,822 shares outstanding on the May 22 record date represented — stockholders approved a Charter Amendment extending the combination period by one month, from June 27, 2023 to July 27, 2023, on a $100,000 deposit into the trust, and permitting up to five further one-month extensions on the same $100,000 terms, to as late as December 27, 2023. The vote was 3,318,652 for and 232,476 against. A matching trust agreement amendment was executed and the charter amendment filed June 21. Why it matters: 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.

• DEF 14A1 June 20230001140361-23-027613
  What changed vs 2022-11-29trust $88.3M → $20.3M -77%deadline 2023-06-27 → 2023-12-27going concern APPEARED
  trust account, combination deadline, going-concern doubt3 moved

  Trust account

  $88.3M→$20.3M

  SpacBrain reads this as $67,975,332 left the trust between the two filings.

  The clause …“in the trust account may be significantly reduced from the approximately $20,277,272 held in the trust account as of March 31, 2023. In such event, we may need to obtain additional funds to complete a Business Combination and there”…

  Combination deadline

  2023-06-27→2023-12-27

  SpacBrain reads this as 183 days later than the previous record.

  The clause …“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 &”…

  Going-concern doubt

  not stated→stated

  SpacBrain reads this as the substantial-doubt sentence is in this filing and not in the previous one.

  The clause …“against the trust account; • in connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to”…

  Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.

• 8-K30 May 20230001104659-23-066139

  What changed: Items 3.01 and 7.01: Gardiner Healthcare Acquisitions received a late-filer notification from Nasdaq's Listing Qualifications department on May 23, 2023 stating that its delay in filing the Form 10-Q for the quarter ended March 31, 2023 puts it out of compliance with Listing Rule 5250(c)(1). The filing states the letter has no immediate effect on listing or trading, that the company has 60 calendar days — until July 24, 2023 — to submit a compliance plan, and that if Nasdaq accepts it Nasdaq may grant up to 180 calendar days from the 10-Q's due date, or until November 20, 2023. Why it matters: 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.

• PRE 14A19 May 20230001140361-23-025793
• NT 10-Q15 May 20230001104659-23-060871
• 8-K5 May 20230001104659-23-056643
• 8-K21 April 20230001104659-23-048480
• 10-K17 April 20230001410578-23-000707
  What changed vs 2022-03-31deadline 2022-12-27 → 2023-06-27
  combination deadline, trust account, going-concern doubt +21 moved · 4 with no prior record of ours

  Combination deadline

  2022-12-27→2023-06-27

  SpacBrain reads this as 182 days later than the previous record.

  The clause …“Period up to three (3) times by an additional month each time (or up to June 27, 2023) by depositing into the Trust Account $ 100,000 for each additional month extension. In connection with the votes to approve the Extensions, the”…

  Trust account

  $87.1M · unchanged

  The clause “31, 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Level 1 Level 2 Level 3 Assets: ​ ​ ​ Investments held in trust account ​ $ 87,111,581 $ — $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Warrant Liability- Private Placement Warrants ​ $ — $ — ​ $”…

  Going-concern doubt

  stated · unchanged

  The clause …“accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.” ● Our search for a business combination, and any target business with which we”…

  Mandate language

  we are focusing on industries that complement our management… · unchanged

  Redeemable shares

  8.63M · unchanged

  The clause …“2,156,250 shares issued and outstanding (excluding 1,935,572 shares and 8,625,000 shares subject to possible redemption, respectively) ​ 216 ​ ​ 216 Additional paid-in capital ​ — ​ ​ — Accumulated deficit ​ ( 1,487,880 ) ​ ​ (”…

  Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.

• 8-K6 April 20230001104659-23-042751
• NT 10-K31 March 20230001104659-23-039718
• 8-K29 March 20230001104659-23-038409
• SC 13G/A14 February 20230001062993-23-003249
• SC 13G9 February 20230000902664-23-001382

The complete GDNR filing history on EDGAR