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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