GDNR Gardiner Healthcare Acquisition Corporation

On March 31, 2023, Gardiner Healthcare Acquisitions Corp. (the “Company”) issued an unsecured promissory note (the “Convertible Note”) to Moss Ridge PTY LTD (“Payee”), pursuant to which the Company borrowed the principal sum of $167,000 for costs, fees and expenses related to the Company’s operations, including those relating to the preparation, negotiation and consummation of an intended Business Combination (as defined below). All unpaid principal under the Convertible Note will be due and payable in full on the earlier of (i) June 27, 2023 (the “Maturity Date”) and (ii) the date on which the Company consummates an initial business combination (the “Business Combination”).

Pursuant to the terms of the Convertible Note, the Payee will have the option, at any time on or prior to the Maturity Date, to convert any amounts outstanding under the Convertible Note into warrants to purchase the Company’s shares of common stock, par value $0.0001 per share (“Common Stock”), at a conversion price of $1.00 per warrant, with each warrant entitling the holder to purchase one share Common Stock at a price of $11.50 per share, subject to the same adjustments applicable to the private placement warrants sold concurrently with the Company’s initial public offering.

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

Sponsor Support Agreement

In connection with entering into the Convertible Note, on March 31, 2023, the Payee, Gardiner Healthcare Holdings, LLC, a Delaware limited liability company (“Gardiner Sponsor”), Chardan Gardiner LLC, a Delaware limited liability company (“Chardan Sponsor”), and CCMAUS Pty Ltd., an Australian company (together with the Gardiner Sponsor and Chardan Sponsor, the “Sponsors” and each, a “Sponsor” of the Company) entered into a Sponsor Support Agreement (the “Sponsor Support Agreement”), pursuant to which, among other things, the Sponsors agreed to assign and transfer to the Payee a certain number of shares of Common Stock owned by the Sponsors in accordance with the terms of such Sponsor Support Agreement, as an inducement for the Payee to make the loan.

A copy of the Sponsor Support Agreement is filed with this Current Report on Form 8-K as Exhibit 10.2 and is incorporated herein by reference, and the foregoing description of the Sponsor Support Agreement is qualified in its entirety by reference thereto.