Item 1.01. Entry into a Material Definitive Agreement.

The disclosure contained in Item 2.03 is incorporated by reference in this Item 1.01.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

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.

The Note was issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

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.




Item 8.01. Other Events

As previously reported, on July 1, 2021, Gobi Acquisition Corp., a Cayman Islands exempted company (the "Company"), consummated its initial public offering (the "IPO") of 25,000,000 Class A ordinary shares (the "Public Shares").

On July 14, 2021, the Company consummated the closing (the "Over-Allotment Closing") 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.

Item 9.01. Financial Statements and Exhibits.





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

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