UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 1422, ~~2021~~2022

Gobi Acquisition Corp.

(Exact name of registrant as specified in its charter)

Cayman Islands		001-40548		98-1594224
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification ~~Number~~No.)

33/F, Three Pacific Place 1 Queen's Road East Hong Kong	N/A
33/F, Three Pacific Place 1 Queen’s Road East Hong Kong		N/A
(Address of principal executive offices)	~~(Zip Code)~~	(Zip Code)

+852 2918 0088

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation toof the ~~registrant~~Registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company x

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. ¨

Item 15.~~01.~~07 ~~Entry~~Submission ~~into~~of Matters to a ~~Material~~Vote ~~Definitive~~of ~~Agreement~~Security Holders.

~~The~~On ~~disclosure~~July 22, ~~contained~~2022, inGobi Acquisition ~~Item~~Corp. 2(the “Company”) held an extraordinary general meeting of shareholders (the “Extraordinary General Meeting”).03 isAt ~~incorporated~~the Extraordinary General Meeting, a total of 30,527,141 (94.7%) of the Company’s issued and outstanding ordinary shares held of record at the close of business on June 23, 2022, the record date for the Extraordinary General Meeting, were present either in person or by ~~reference~~proxy, which constituted a quorum for the transaction of business. The Company’s shareholders voted on the following proposals at the Extraordinary General Meeting, which are described in ~~this~~more ~~Item~~detail in the definitive proxy statement 1of the Company filed with the Securities and Exchange Commission (the “SEC”) on July 6, 2022 (as supplemented from time to time, the “Proxy Statement”).~~01.~~

~~Item~~Proposal 1. 2The Charter Amendment Proposal - RESOLVED, as a special resolution, that, conditional upon the Company having net tangible assets of at least US$5,000,001 after giving effect to any share redemptions in connection with this resolution pursuant to article 54.037 of ~~Creation~~the existing memorandum and articles of aassociation ~~Direct~~of ~~Financial~~the ~~Obligation~~Company, orthe anexisting ~~Obligation~~memorandum ~~under~~and anarticles ~~Off-Balance~~of ~~Sheet~~association ~~Arrangement~~of the Company be and are hereby replaced in their entirety with the new second amended and restated memorandum and articles of aassociation ~~Registrant~~in the form set forth in Annex A of the Proxy Statement.

On July 19, 2021, Gobi Acquisition Corp. (the “Company”) issued an unsecured promissory note (the “Note”) in the principal amount of $1,000,000 to PAG Investment, LLC (the “Sponsor”). The Note does not bear interest and is repayable in full upon consummation of the Company’s initial business combination (a “Business Combination”). If the Company does not complete a Business Combination, the Note shall not be repaid and all amounts owed under it will be forgiven. Upon the consummation of a Business Combination, the Sponsor shall have the option, but not the obligation, to convert the principal balance of the Note, in whole or in part, into private placement shares (as defined in that certain Private Placement Shares Purchase Agreement, dated June 28, 2021, by and between the Company and PAG Investment, LLC), at a price of $10.00 per private placement share. The Note is subject to customary events of default, the occurrence of which automatically trigger the unpaid principal balance of the Note and all other sums payable with regard to the Note becoming immediately due and payable.

For		Against		Abstain		Broker Non-Votes
30,526,358		783		0		N/A

Proposal 2. The ~~Note~~Trust ~~was~~Amendment ~~issued~~Proposal ~~pursuant~~- toRESOLVED, that, conditional upon the ~~exemption~~effectiveness ~~from~~of ~~registration~~the ~~contained~~second inamended and restated memorandum ~~Section~~and 4articles of association of the Company, the amendment to the Investment Management Trust Agreement, dated June 28, 2021 (athe “Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as trustee (2“Continental”), pursuant to an amendment to the Trust Agreement in the form set forth in Annex B of the ~~Securities~~Proxy ~~Act~~Statement, to change the date on which Continental must commence liquidation of ~~1933~~the trust account established in connection with the Company’s initial public offering to July 22, as2022 ~~amended~~be and is hereby authorized and approved.

The Note is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The disclosure set forth in this Item 2.03 is intended to be a summary only and is qualified in its entirety by reference to the Note.

For		Against		Abstain		Broker Non-Votes
30,526,358		783		0		N/A

~~Item~~As ~~8.01.~~there ~~Other~~were ~~Events~~sufficient votes to approve the above proposals, the “Adjournment Proposal” described in the Proxy Statement was not presented to shareholders.

~~As previously reported, on July 1, 2021, Gobi Acquisition Corp~~Item 9.,01 ~~a Cayman~~Financial ~~Islands~~Statements ~~exempted~~and ~~company (the “Company”), consummated its initial public offering (the “IPO”) of 25,000,000 Class A ordinary shares (the “Public Shares”)~~Exhibits.

~~On July 14, 2021, the Company consummated the closing~~ (~~the “Over-Allotment Closing”~~d) of its sale of an additional 542,537 Shares pursuant to the partial exercise by the underwriters of their over-allotment option (the “Over-Allotment Option”). The Shares were sold at an offering price of $10.00 per Share, generating gross proceeds of $5,425,370. Simultaneously with the partial exercise of the Over-Allotment Option, the Company sold an additional 10,851 private placement warrants to its sponsor, PAG Investment, LLC, generating gross proceeds to the Company of $108,510.00. Following the Over-Allotment Closing, an aggregate amount of $5,425,372.60 has been placed in the Company’s trust account established in connection with the IPO. Exhibits

Item 9.01. Financial Statements and Exhibits.

Exhibit No.		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

(d)		Exhibits.
10.1		Promissory Note, dated July 19, 2021, issued by Gobi Acquisition Corp. to PAG Investment, LLC

SIGNATURES

~~SIGNATURE~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 22, 2022	GOBI ACQUISITION CORP.

	By:	/s/ Jack Li
	Name:	Jack Li
	Title:	Chief Executive Officer, Chief Financial Officer and Director

Dated: July 20, 2021

Gobi Acquisition Corp. /s/ Jack Li Name: Jack Li Title: Chief Executive Officer, Chief Financial Officer and Director

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