UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2021

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-40548

GOBI ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Cayman Islands

98-1594224

(State or other jurisdiction of

incorporation or organization)

(IRS Employer

Identification No.)

33/F, Three Pacific Place

1 Queen’s Road East

Hong Kong

N/A

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (852) 2918 0088

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A ordinary shares par value $0.0001 per share	GOBI	The Nasdaq Stock Market LLC

Securities registered pursuant to section 12(g) of the Act:

None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

The registrant’s Class A ordinary shares, par value $0.0001, began trading on Nasdaq Capital Market (“Nasdaq”) on June 29, 2021. The aggregate market value of the voting shares held by non-affiliates of the registrant on June 30, 2021, computed by reference to the closing price for such shares on the Nasdaq Stock Market (“Nasdaq”) on such date, was $49,250,000.

There were 25,853,388 Class A ordinary shares and 6,385,634 Class B ordinary shares of the registrant outstanding on March 31, 2022.

DOCUMENTS INCORPORATED BY REFERENCE

None.


PART I
Item 1.	Business	3
Item 1A.	Risk Factors	7
Item 1B.	Unresolved Staff Comments	7
Item 2.	Properties	7
Item 3.	Legal Proceedings	7
Item 4.	Mine Safety Disclosures	7
PART II
Item 5.	Market for Registrant’s Common Equity, Related Shareholders Matters and Issuer Purchases of Equity Securities	7
Item 6.	[Reserved]	9
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	9
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	11
Item 8.	Financial Statements and Supplementary Data	11
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	12
Item 9A.	Controls and Procedures	12
Item 9B.	Other Information	12
Item 9C	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.	12
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	13
Item 11.	Executive Compensation	17
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related	20
Item 13.	Certain Relationships and Related Transactions, and Director Independence	21
Item 14.	Principal Accounting Fees and Services	24
PART IV
Item 15.	Exhibits, Financial Statement Schedules	25


Name	Age	Position
Jack Li	40	Chief Executive Officer, Chief Financial Officer and Director
Thaddeus Beczak	70	Independent Director
Dan Carroll	61	Independent Director
Jane J. Su	58	Independent Director


		Approximate
	Number of Shares	Percentage of
	Beneficially	Outstanding
Name and Address of Beneficial Owner⁽¹⁾	Owned⁽²⁾	Ordinary Shares
Directors and Officer
Jack Li	—	—
Dan Carroll	25,000	*
Jane J. Su	25,000	*
Jack Li	25,000	*
All executive officer and directors as a group (four individuals)	75,000	0.2	%
Greater than 5% Holders:
PAG Investment, LLC(3)	6,621,485	20.5	%
PAG Investment LP(4)	26,621,485	82.6	%


Audit Fees	$	90,640
Audit-Related Fees	$	—
Review Fees		46,350
Tax Fees	$	—
All Other Fees	$	—
Total Fees	$	136,990

No.		Description of Exhibit

1.1		Underwriting Agreement, dated June 28, 2021 (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K (File No. 001-40548) filed with the SEC on July 2, 2021).

3.1		Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-40548) filed with the SEC on July 2, 2021).

4.1		Specimen Class A Ordinary Share Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1 (File No. 333-256942) filed with the SEC on June 9, 2021).

4.2*		Description of Securities of the Company.

10.1		Private Placement Shares Purchase Agreement, dated June 28, 2021, by and between the Company and PAG Investment, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-40548) filed with the SEC on July 2, 2021).

10.2		Investment Management Trust Agreement, dated June 28, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as trustee (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-40548) filed with the SEC on July 2, 2021).

10.3		Registration and Shareholder Rights Agreement, dated June 28, 2021 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (File No. 001-40548) filed with the SEC on July 2, 2021).

10.4		Letter Agreement, dated June 28, 2021, by and among the Company, PAG Investment, LLC and the Company’s officer and directors (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K (File No. 001-40548) filed with the SEC on July 2, 2021).

10.5		Administrative Services Agreement, dated June 28, 2021, by and between the Company and PAG Investment, LLC (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K (File No. 001-40548) filed with the SEC on July 2, 2021).

10.6		Form of Indemnity Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1 (File No. 333-256942) filed with the SEC on June 9, 2021).

10.7		Promissory Note, dated March 19, 2021, issued to the Sponsor (incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form S-1 (File No. 333-256942) filed with the SEC on June 9, 2021).

10.8		Securities Subscription Agreement, dated March 19, 2021, between the Registrant and the Sponsor (incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-1 (File No. 333-256942) filed with the SEC on June 9, 2021).

10.9		Promissory Note, dated July 19, 2021, issued by Gobi Acquisition Corp. to PAG Investment, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-40548) filed with the SEC on July 20, 2021).

No.		Description of Exhibit

14.1		Form of Code of Ethics (incorporated by reference to Exhibit 14.1 to the Company’s Registration Statement on Form S-1 (File No. 333-256942) filed with the SEC on June 9, 2021).

31.1*		Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS*		XBRL Instance Document

101.SCH*		XBRL Taxonomy Extension Schema

101.CAL*		XBRL Taxonomy Extension Calculation Linkbase

101.DEF*		XBRL Taxonomy Extension Definition Linkbase

101.LAB*		XBRL Taxonomy Extension Label Linkbase

101.PRE*		XBRL Taxonomy Extension Presentation Linkbase

104*		Cover Page Interactive Data File (embedded within the Inline XBRL document)


	PAGE

Report of Independent Registered Public Accounting Firm	F-2

Balance Sheet	F-3

Statement of Operations	F-4

Statement of Changes in Shareholders’ Equity (Deficit)	F-5

Statement of Cash Flows	F-6

Notes to Financial Statements	F-7


	December 31, 2021
Assets:
Current assets:
Cash	$	192,027
Prepaid expenses and other current assets		1,057,516
Total current assets		1,249,543
Prepaid expense, non-current		518,692
Investment held in trust account		255,434,087
Total Assets		257,202,322

Liabilities, Redeemable Class A Ordinary Shares and Shareholders' Deficit
Current liabilities:
Accrued expenses	$	160,822
Due to related party		61,333
Working capital loan		1,000,000
Total current liabilities		1,222,155
Deferred underwriters' discount		1,939,888
Total Liabilities		3,162,043

Commitments and Contingencies (Note 7)
Class A ordinary shares subject to possible redemption, 25,542,537 shares at redemption value		255,434,087

Shareholders’ Deficit:
Preference shares, $0.0001 par value; 3,000,000 shares authorized; none issued and outstanding		—
Class A ordinary shares, $0.0001 par value; 300,000,000 shares authorized; 310,851 issued and outstanding (excluding 25,542,537 shares subject to possible redemption)		31
Class B ordinary shares, $0.0001 par value; 30,000,000 shares authorized; 6,385,634 shares issued and outstanding		639
Additional paid-in capital		—
Accumulated deficit		(1,394,478)
Total shareholders’ deficit		(1,393,808)

Total Liabilities, Redeemable Class A Ordinary Shares and Shareholders' Deficit	$	257,202,322


	For the period from
	March 16. 2021
	(Inception) to
	December 31, 2021
Formation and operating costs	$	869,718
Loss from operations		(869,718)
Other income
Interest income		8,717
Change in fair value of over-allotment option liability		9,652
Total other income		18,369

Net loss	$	(851,349)

Basic and diluted weighted average shares outstanding, redeemable Class A ordinary shares		16,093,901
Basic and diluted net loss per redeemable Class A ordinary shares	$	(0.04)
Basic and diluted weighted average shares outstanding, non-redeemable Class A and Class B ordinary shares		6,800,483
Basic and diluted net loss per non-redeemable Class A and Class B ordinary shares	$	(0.04)


								Additional
	Class A Ordinary Shares			Class B Ordinary Shares				Paid-in		Accumulated		Shareholders'
	Shares	Amount		Shares		Amount		Capital		Deficit		Deficit
Balance as of March 16, 2021 (Inception)	—	$	—		—	$	—	$	—	$	—	$	—
Class B ordinary shares issued to Sponsor	—		—		7,187,500		719		24,281		—		25,000
Class B ordinary shares forfeited	—		—		(750,000)		(75)		75		—		—
Class A ordinary shares issued in private placement	300,000		30		—		—		2,999,970		—		3,000,000
Sale of 10,851 Private Placement Units on July 14, 2021 through over-allotment	10,851		1		—		—		108,509		—		108,510
Class B ordinary shares forfeited on July 14, 2021	—		—		(51,866)		(5)		5		—		—
Change in fair value of over-allotment option liability	—		—		—		—		(9,652)		—		(9,652)
Net loss	—		—		—		—		—		(851,349)		(851,349)
Remeasurement of Class A ordinary shares	—		—		—		—		(3,123,188)		(543,129)		(3,666,317)
Balance as of December 31, 2021	310,851	$	31		6,385,634	$	639	$	—	$	(1,394,478)	$	(1,393,808)


Cash Flows from Operating Activities:
Net loss	$	(851,349)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on investments held in Trust Account		(8,717)
Change in fair value of over-allotment option liability		(9,652)
Changes in current assets and liabilities:
Due to related parties		61,333
Prepaid expense		(1,576,208)
Accrued offering costs and expenses		160,822
Net cash used in operating activities		(2,223,771)

Cash Flows from Investing Activities:
Principal deposited in Trust Account		(255,425,370)
Net cash used in investing activities		(255,425,370)

Cash Flows from Financing Activities:
Proceeds received from public offerings, net of underwriters’ discount		254,316,863
Proceeds from private placement		3,108,510
Proceeds from issuance of promissory note to related party		163,205
Proceeds from working capital loan		1,000,000
Payment of deferred offering costs		(584,205)
Payment of promissory note to related party		(163,205)
Net cash provided by financing activities		257,841,168

Net change in cash		192,027
Cash, March 16, 2021 (inception)		—
Cash, end of the period	$	192,027

Supplemental disclosure of cash flow information:
Deferred underwriter's discount	$	1,939,888
Initial value of Class A ordinary shares subject to possible redemption	$	255,425,370
Remeasurement of Class A ordinary shares subject to possible redemption	$	8,717
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares	$	25,000


	For the Period from March 16, 2021 (Inception) to December 31, 2021
				Non-Redeemable
	Redeemable Class A			Class A and Class B
	Ordinary			Ordinary
	Shares			Shares
Basic and diluted net income per share:
Numerator:
Allocation of net loss	$	(598,467)	$	(252,882)

Denominator:
Weighted-average shares outstanding		16,093,901		6,800,483
Basic and diluted net loss per share	$

SEC Form 10-K filed by Gobi Acquisition Corp.