Gardiner Healthcare Acquisitions : Failure to Satisfy Listing Rule - Form 8-K

Item 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On October 24, 2023, Gardiner Healthcare Acquisitions Corp. (the "Company") received a written notice (the "Notice") from the Listing Qualifications Department of The Nasdaq Stock Market ("Nasdaq") indicating that the Company no longer meets Listing Rule 5550(a)(3), which requires listed companies to maintain a minimum of 300 public holders (the "Total Holders"). Nasdaq Listing Rule 5810(c)(2)(C) provides the Company with a period of 45 calendar days, or until December 8, 2023 (the "Compliance Date"), to submit a plan to regain compliance. Pursuant to Nasdaq Listing Rule 5810(c)(2)(B)(i), if Nasdaq accepts the Company's compliance plan, then Nasdaq may grant an extension of up to 180 calendar days from the date of the Notice for compliance with the Total Holders requirement. If Nasdaq does not accept the Company's compliance plan, then the Company will have the opportunity to appeal the decision in front of a Nasdaq Hearings Panel.

The Notice has no immediate effect on the listing of the Company's securities on Nasdaq. The Company intends to submit its compliance plan by the Compliance Date, and to actively monitor its Total Holders between now and the Compliance Date and may, if appropriate, evaluate appropriate options. While the Company is exercising diligent efforts to maintain the listing of its securities on Nasdaq, there can be no assurance that it will be able to regain or maintain compliance with Nasdaq's listing standards by the Compliance Date.