| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Gobi Acquisition Corp. [ GOBI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/22/2022 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Ordinary Shares | 07/22/2022 | J(1) | 19,500,000 | D | $10.01 | 500,000 | D | |||
| Class A Ordinary Shares | 07/22/2022 | J(1) | 310,851 | D | $0 | 0 | I | See Footnote(2) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. On July 22, 2022, Gobi Acquisition Corp. (the "Company") held an extraordinary general meeting of shareholders (the "Meeting"), as described in the Company's Current Report on 8-K filed with the SEC on July 22, 2022. At the Meeting, shareholders of the Company approved amendments to the Company's amended and restated memorandum and articles of association (the "Charter Amendment Proposal") and the Investment Management Trust Agreement, dated June 28, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as trustee (the "Trust Amendment Proposal"). In connection with the approval of the Charter Amendment Proposal and the Trust Amendment Proposal, PAG Investment LP redeemed 19,500,000 Class A ordinary shares of the Company at $10.01 per share and PAG Investment, LLC surrendered 310,851 Class A ordinary shares to the Company for no consideration. |
| 2. PAG Investment LP is the record holder of the 19,500,000 Class A ordinary shares redeemed, and PAG Investment, LLC is the record holder of the 310,851 Class A ordinary shares surrendered. PAG Investment, LP is the sole member of PAG Investment, LLC. PAG Limited is the general partner of PAG Investment, LP. PAG Capital II Limited is the sole shareholder of PAG Limited. |
| /s/ Lincoln Pan as attorney-in-fact for PAG Investment LP | 07/25/2022 | |
| /s/ Lincoln Pan as attorney-in-fact for PAG Investment, LLC | 07/25/2022 | |
| /s/ Lincoln Pan as attorney-in-fact for PAG Limited | 07/25/2022 | |
| /s/ Lincoln Pan as attorney-in-fact for PAG Capital II Limited | 07/25/2022 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||