UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

1934

For the quarterly period ended March 31, 2022

☐ 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 May 16, 2022, there were 25,853,388 Class A ordinary shares, $0.0001 par value and 6,385,634 Class B ordinary shares, $0.0001 par value, issued and outstanding.

		PAGE
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements

	Condensed Balance Sheets as of March 31, 2022 (Unaudited) and December 31, 2021	1

	Unaudited Condensed Statements of Operations for the three months ended March 31, 2022 and for the period from March 16, 2021 (inception) through March 31, 2021	2

	Unaudited Condensed Statements of Changes in Shareholder’s (Deficit) Equity for the three months ended March 31, 2022 and for the period from March 16, 2021 (inception) through March 31, 2021	3

	Unaudited Condensed Statements of Cash Flows for the three months ended March 31, 2022 and for the period from March 16, 2021 (inception) through March 31, 2021	5

	Notes to Unaudited Condensed Financial Statements	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	18

Item 4.	Controls and Procedures	18

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	20

Item 1A.	Risk Factors	20

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	21

Item 3.	Defaults Upon Senior Securities	21

Item 4.	Mine Safety Disclosures	21

Item 5.	Other Information	21

Item 6.	Exhibits	22

SIGNATURES		23


	March 31, 2022		December 31, 2021
	(unaudited)
Assets:
Current assets:
Cash	$	20,663	$	192,027
Prepaid expenses		1,101,625		1,057,516
Total current assets		1,122,288		1,249,543
Prepaid expense, non-current		254,999		518,692
Investment held in trust account		255,454,933		255,434,087
Total Assets	$	256,832,220	$	257,202,322

Liabilities, Redeemable Class A Ordinary Shares and Shareholders' Deficit:
Current liabilities:
Accrued expenses	$	86,817	$	160,822
Due to related party		91,333		61,333
Working capital loan		1,000,000		1,000,000
Total current liabilities		1,178,150		1,222,155
Deferred underwriters' discount		1,939,888		1,939,888
Total Liabilities	$	3,118,038	$	3,162,043

Commitments and Contingencies (Note 7)
Class A ordinary shares subject to possible redemption, 25,542,537 shares at redemption value as of March 31, 2022 and December 31, 2021		255,454,933		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) as of March 31, 2022 and December 31, 2021		31		31
Class B ordinary shares, $0.0001 par value; 30,000,000 shares authorized; 6,385,634 shares issued and outstanding as of March 31, 2022 and December 31, 2021		639		639
Additional paid-in capital		—		—
Accumulated deficit		(1,741,421)		(1,394,478)
Total Shareholders’ Deficit		(1,740,751)		(1,393,808)

Total Liabilities, Redeemable Class A Ordinary Shares and Shareholders' Deficit	$	256,832,220	$	257,202,322


			For the period from
	For the three		March 16. 2021
	months ended		(Inception) to
	March 31, 2022		March 31, 2021
Formation and operating costs	$	346,943	$	7,125
Loss from operations		(346,943)		(7,125)
Other income
Interest income		20,846		—
Total other income		20,846		—

Net loss	$	(326,097)	$	(7,125)

Basic and diluted weighted average shares outstanding, redeemable Class A ordinary shares		25,542,537		—
Basic and diluted net loss per redeemable Class A ordinary shares	$	(0.01)	$	—
Basic and diluted weighted average shares outstanding, non-redeemable Class A and Class B ordinary shares		6,696,485		6,250,000
Basic and diluted net loss per non-redeemable Class A and Class B ordinary shares	$	(0.01)	$	(0.00)


	Class A			Class B				Additional
	Ordinary Share			Ordinary Share				Paid-in		Accumulated		Shareholders'
	Shares	Amount		Shares		Amount		Capital		Deficit		Deficit
Balance as of January 1, 2022	310,851	$	31		6,385,634	$	639	$	—	$	(1,394,478)	$	(1,393,808)
Net income (loss)	—		—		—		—		—		(326,097)		(326,097)
Remeasurement of Class A ordinary shares	—		—		—		—		—		(20,846)		(20,846)
Balance as of March 31, 2022	310,851	$	31		6,385,634	$	639	$	—	$	(1,741,421)	$	(1,740,751)


			For the Period from
			March 16, 2021
	Three Months Ended		(inception) through
	March 31, 2022		March 31, 2021
Cash Flows from Operating Activities:
Net loss	$	(326,097)	$	(7,125)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on investments held in Trust Account		(20,846)		—
Changes in operating assets and liabilities:				—
Due to related parties		30,000		—
Prepaid expense		219,584		—
Accrued offering costs and expenses		(74,005)		7,125
Net cash used in operating activities		(171,364)		—

Cash Flows from Financing Activities:
Proceeds from issuance of promissory note to related party		—		25,750
Payment of deferred offering costs		—		(25,750)
Net cash provided by financing activities		—		—

Net Change in Cash		(171,364)		—
Cash, beginning of the period		192,027		—
Cash, end of period	$	20,663	$	—

Supplemental disclosure of cash flow information:
Remeasurement of Class A ordinary shares subject to possible redemption	$	20,846	$	—
Deferred offering costs included in accrued offering costs and expenses	$	—		64,573
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares	$	—	$	25,000


	Three Months Ended				For the period from March 16
	March 31, 2022				(inception) Through March 31, 2021
	Class A		Class B		Class A		Class B
Basic and diluted net loss per share
Numerator:
Allocation of net loss	$	(258,362)	$	(67,735)	$	—	$	(7,125)

Denominator:
Weighted average shares outstanding		25,542,537		6,696,485		—		6,250,000
Basic and diluted net loss per share	$	(0.01)	$	(0.01)	$	—	$	(0.00)


Gross proceeds from IPO	$	255,425,370
Less:
Ordinary share issuance costs		(3,657,600)
Plus:
Initial measurement of carrying value to redemption value		3,657,600
Subsequent remeasurement of carrying value to redemption value		29,563
Contingently redeemable ordinary share	$	255,454,933


Exhibit Number		Description

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: May 16, 2022	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.