UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Qs

(Mark One)

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

For the quarterly period ended June 30, 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 No. 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)

(I.R.S. Employer

Identification No.)

33/F, Three Pacific Place

1 Queen’s Road East Hong Kong

(Address of Principal Executive Offices, Zip Code)

852 2918 0088

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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 (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, a 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☒ No ☐

As of August 16, 2021, there were 25,853,388 Class A ordinary shares, $0.0001 par value and 6,310,634 Class B ordinary shares, $0.0001 par value, issued and outstanding.


		PAGE
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements

	Condensed Balance Sheet as of June 30, 2021 (Unaudited)	1

	Condensed Statement of Operations for the period from March 16, 2021 (inception) through June 30, 2021 (Unaudited)	2

	Condensed Statement of Changes in Shareholder’s Equity for the period from March 16, 2021 (inception) through June 30, 2021 (Unaudited)	3

	Condensed Statement of Cash Flows for the period from March 16, 2021 (inception) through June 30, 2021 (Unaudited)	4

	Notes to Condensed Financial Statements (Unaudited)	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	14

Item 4.	Controls and Procedures	15

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	16

Item 1A.	Risk Factors	16

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	16

Item 3.	Defaults Upon Senior Securities	16

Item 4.	Mine Safety Disclosures	16

Item 5.	Other Information	16

Item 6.	Exhibits	17

SIGNATURES		18


Assets:
Current assets:
Cash	$	1,767,326
Deferred offering costs		589,425
Prepaid expenses and other current assets		22,274
Total current assets		2,379,025

Cash held in trust account		1,000,050
Total Assets	$	3,379,075

Liabilities and Shareholders’ Equity
Accrued offering costs and expenses	$	366,995
Due to related party		1,000
Total Liabilities		367,995

Commitments and Contingencies (Note 6)

Shareholders’ Equity:
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; 300,000 shares issued and outstanding		30
Class B ordinary shares, $0.0001 par value; 30,000,000 shares authorized; 6,437,500 shares issued and outstanding⁽¹⁾		644
Additional paid-in capital		3,024,326
Accumulated deficit		(13,920)
Total shareholders’ equity		3,011,080

Total Liabilities and Shareholders’ Equity	$	3,379,075


			For the Period from
			March 16, 2021
	For the three months		(Inception) to
	ended June 30, 2021		June 30, 2021
Formation and operating costs	$	6,795	$	13,920
Net loss	$	(6,795)	$	(13,920)
Basic and diluted weighted average Class B ordinary shares outstanding⁽¹⁾		6,228,972		6,228,972
Basic and diluted net loss per share	$	0.00	$	0.00


	Class A			Class B				Additional				Total
	Ordinary Shares			Ordinary Shares				Paid-in		Accumulated		Shareholders'
	Shares	Amount		Shares⁽¹⁾		Amount		Capital		Deficit		Equity
Balance as of March 16, 2021 (inception)	—	$	—		—	$	—	$	—	$	—	$	—
Class B ordinary shares issued to Sponsor	—		—		7,187,500		719		24,281		—		25,000
Net loss	—		—		—		—		—		(7,125)		(7,125)
Balance as of March 31, 2021	—	$	—		7,187,500	$	719	$	24,281	$	(7,125)	$	17,875
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
Net loss	—		—		—		—		—		(6,795)		(6,795)
Balance as of June 30, 2021	300,000	$	30	$	6,437,500	$	644	$	3,024,326	$	(13,920)	$	3,011,080


Cash Flows from Operating Activities:
Net loss	$	(13,920)
Adjustments to reconcile net loss to net cash used in operating activities:
Due to related parties		1,000
Prepaid expenses		(22,274)
Accrued offering costs and expenses		5,845
Net cash used in operating activities		(29,349)

Cash Flows from Investing Activities:
Principal deposited in Trust Account		(1,000,050)
Cash used in investing activities:		(1,000,050)

Cash Flows from Financing Activities:
Proceeds from private placement shares		3,000,000
Payment of deferred offering costs		(40,069)
Payment of promissory note to related party		(163,205)
Net cash provided by financing activities		2,796,725

Net change in cash		1,767,326
Cash, March 16, 2021 (inception)		—
Cash, end of the period	$	1,767,326

Supplemental disclosure of cash flow information:
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares	$	25,000
Deferred offering costs included in accrued offering costs and expenses	$	361,150
Deferred offering costs paid by Sponsor under the promissory note	$	163,205


Exhibit Number		Description

1.1		Underwriting Agreement between the Company, Citigroup Global Markets Inc., Goldman Sachs (Asia) L.L.C. and UBS Securities LLC (1)

3.1		Amended and Restated Memorandum and Articles of Association(1)

10.1		Private Placement Class A Ordinary Shares Purchase Agreement between the Company and the Sponsor(1)

10.2		Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Company(1)

10.3		Registration and Shareholder Rights Agreement among the Company, the Sponsor and certain other equityholders named therein(1)

10.4		Letter Agreement among the Company, the Sponsor and the Company’s officers and directors(1)

10.5		Administrative Services Agreement between the Company and the Sponsor(1)

10.6		Promissory Note between the Company and the Sponsor(2)

31.1*		Certification of Chief Executive Officer (Principal Executive 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 (Principal Executive 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 Document

101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*		XBRL Taxonomy Extension Label Linkbase Document

101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document

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

	Gobi Acquisition Corp.

Date: August 16, 2021	By:	/s/ Jack Li
		Name: Jack Li
		Title: Chief Executive Officer, Chief Financial Officer and Director

SEC Form 10-Q filed by Gobi Acquisition Corp.