Item 1.01 Entry into a Material Definitive Agreement
On June 28, 2021, the Registration Statement on Form S-1 (File No. 333-256942)
(the "Registration Statement") relating to the initial public offering (the
"IPO") of Gobi Acquisition Corp. (the "Company") was declared effective by the
U.S. Securities and Exchange Commission. On July 1, 2021, the Company
consummated the IPO of 25,000,000 Class A ordinary shares, $0.0001 par value per
share (the "Public Shares"). The Public Shares were sold at an offering price of
$10.00 per Public Share, generating gross proceeds of $250,000,000. PAG
Investment LP, an affiliate of PAG and the sole member of PAG Investment, LLC
(the "Sponsor"), purchased 20,000,000 Public Shares in this offering at the
public offering price. Further, in connection with the IPO, the Company entered
into the following agreements, forms of which were previously filed as exhibits
to the Registration Statement:
† an Underwriting Agreement, dated June 28, 2021, among the Company,
Citigroup Global Markets Inc., Goldman Sachs (Asia) L.L.C. and UBS Securities
LLC, as representatives of the underwriters named therein, which contains
customary representations and warranties and indemnification of the underwriter
by the Company;
† a Private Placement Shares Purchase Agreement, dated June 28, 2021
between the Company and the Sponsor, pursuant to which the Sponsor purchased
300,000 Class A ordinary shares in a private placement (the "Private Placement
Shares");
† an Investment Management Trust Agreement, dated June 28, 2021,
between the Company and Continental Stock Transfer & Trust Company, as trustee,
which establishes the trust account that will hold the net proceeds of the IPO
and certain of the proceeds of the sale of the Private Placement Shares, and
sets forth the responsibilities of the trustee; the procedures for withdrawal
and direction of funds from the trust account; and indemnification of the
trustee by the Company under the agreement;
† a Registration and Shareholder Rights Agreement, dated June 28, 2021,
among the Company, the Sponsor and certain equity holders of the Company, which
provides for customary demand and piggy-back registration rights for the
Sponsor, and customary piggy-back registration rights for such other equity
holders, and, upon and following consummation of our initial business
combination, the right of the Sponsor to nominate three individuals for election
to the Company's board of directors;
† a Letter Agreement, dated June 28, 2021, among the Company, the
Sponsor and each executive officer and director of the Company, pursuant to
which the Sponsor and each executive officer and director of the Company has
agreed to vote any equity of the Company held by him, her or it in favor of the
Company's initial business combination; to facilitate the liquidation and
winding up of the Company if an initial business combination is not consummated
within 24 months of the date hereof; to certain transfer restrictions with
respect to the Company's securities; to certain indemnification obligations of
the Sponsor; and the Company has agreed not to enter into a definitive agreement
regarding an initial business combination without the prior consent of the
Sponsor; and
† an Administrative Services Agreement, dated June 28, 2021, between
the Company and the Sponsor, pursuant to which the Sponsor has agreed to make
available office space, secretarial and administrative services, as may be
required by the Company from time to time, for $10,000 per month until the
earlier of the Company's initial business combination or liquidation.
The above descriptions are qualified in their entirety by reference to the full
text of the applicable agreement, each of which is incorporated by reference
herein and filed herewith as Exhibits 1.1, 10.1, 10.2, 10.3, 10.4 and 10.5,
respectively.
Item 3.02. Unregistered Sales of Equity Securities.
Simultaneously with the consummation of the IPO and the issuance and sale of the
Public Shares, the Company consummated the private placement of 300,000 Private
Placement Shares at a price of $10.00 per Private Placement Share, to the
Sponsor, generating total proceeds of $3,000,000. The Private Placement Shares
purchased by the Sponsor are substantially similar to the Public Shares, except
that they will be subject to transfer restrictions until 30 days following the
consummation of the Company's initial business combination, subject to certain
limited exceptions.
Item 5.03. Amendments to Memorandum and Articles of Association.
On June 28, 2021 and in connection with the IPO, the Company adopted its Amended
and Restated Memorandum and Articles of Association. The Amended and Restated
Memorandum and Articles of Association is filed herewith as Exhibit 3.1 and is
incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
1.1 Underwriting Agreement, dated June 28, 2021, by and among the Company,
Citigroup Global Markets Inc., Goldman Sachs (Asia) L.L.C. and UBS
Securities LLC
3.1 Amended and Restated Memorandum and Articles of Association
10.1 Private Placement Shares Purchase Agreement, dated June 28, 2021, between
the Company and PAG Investment, LLC
10.2 Investment Management Trust Agreement, dated June 28, 2021, between
Continental Stock Transfer & Trust Company and the Company
10.3 Registration and Shareholder Rights Agreement, dated June 28, 2021, among
the Company, PAG Investment, LLC and the other holders party thereto
10.4 Letter Agreement, dated June 28, 2021, among the Company, and PAG
Investment, LLC and each director and executive officer of the Company
10.5 Administrative Services Agreement, dated June 28, 2021, between the
Company and PAG Investment, LLC
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