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MicroCloud Hologram (HOLO) - 2023 Q1 - Quarterly Report
2023-04-28 11:38
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, 2023 or ☐ 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. 001-40519 MicroCloud Hologram Inc. (Exact name of registrant as specified in its charter) | Cayman Islands | Not Applicable | | --- | ...
MicroCloud Hologram (HOLO) - 2022 Q4 - Annual Report
2023-03-14 13:00
Revenue and Cost Breakdown - Total operating revenues for 2022 were $72.51 million, with services contributing $53.99 million (74.5%) and products contributing $18.52 million (25.5%)[374] - Cost of revenues for 2022 was $39.33 million, with services accounting for $24.00 million (61.0%) and products accounting for $15.33 million (39.0%)[375] - Total operating revenues increased by 28.8% from $56.3 million in 2021 to $72.5 million in 2022[427] - Products revenues grew by 15.4% from $16.0 million in 2021 to $18.5 million in 2022, driven by demand for holographic solutions[427] - Services revenues increased by 34.2% from $40.2 million in 2021 to $54.0 million in 2022, due to advertising and promotion services[427] - Cost of revenue increased by 130.7% from $17.0 million in 2021 to $39.3 million in 2022, driven by a 481.6% increase in service costs to $24.0 million[428] - Gross profit decreased by 15.4% from $39.2 million in 2021 to $33.2 million in 2022, with gross margin dropping from 69.7% to 45.8%[429] Expenses and Profitability - Selling expenses as a percentage of revenues were 1.8% for 2022, compared to 1.5% in 2021[376] - General and administrative expenses as a percentage of revenues decreased to 4.7% in 2022 from 5.6% in 2021[377] - Research and development expenses as a percentage of revenues increased significantly to 67.9% in 2022 from 40.5% in 2021[378] - Research and development expenses surged to $49.2 million in 2022, up from $22.8 million in 2021[426] - Research and development expenses increased by 115.8% from $22.8 million in 2021 to $49.2 million in 2022, driven by advancements in holographic LiDAR technology, holographic algorithm architecture, and other innovative technologies[433] - Selling and marketing expenses rose by 58.9% from $0.8 million in 2021 to $1.3 million in 2022, reflecting expanded business development efforts[431] - General and administrative expenses increased by 8.3% from $3.1 million in 2021 to $3.4 million in 2022, supporting business expansion[432] - Net loss of $20.3 million in 2022 compared to a net income of $12.8 million in 2021[426] - The company reported an operating loss of $21.1 million in 2022, compared to an operating income of $12.4 million in 2021[434] - Net loss for 2022 was $20.3 million, a significant decline from the net income of $12.8 million in 2021[439] Tax and Regulatory Environment - The company's subsidiaries in China benefit from preferential tax rates, with some entities enjoying a reduced income tax rate of 15% due to high-tech enterprise status[382] - Tax savings for entities in Xinjiang province and those eligible for small enterprise and high-tech enterprise status amounted to $186,403 for 2022[385] - Three subsidiaries (Shanghai Mengyun, Shenzhen Mengyun, Shenzhen Bowei) benefit from a reduced income tax rate of 15% due to High and New Technology Enterprise Certification[284] - Subsidiaries in Horgos and Kashgar enjoy a 5-year income tax exemption, followed by a reduced rate of 12.5% for an additional 3 years[285] - Eligible small enterprises benefit from reduced tax rates, with effective rates of 2.5% for income up to RMB 1,000,000 and 5% for income between RMB 1,000,000 and RMB 3,000,000[286] - Potential PRC tax resident enterprise classification could subject the company to a 25% worldwide income tax rate, impacting net income[278] - Non-PRC resident shareholders may face a 10% withholding tax on dividends and a 20% tax on gains from share sales if income is sourced within the PRC[280] - The company is not currently subject to cybersecurity review by the CAC due to limited personal information handling and no national security impact[267] - The company has not been identified as a "critical information infrastructure operator" or "data processing operator" by Chinese authorities[268] - The company’s operations fall within MOFCOM-permitted activities and are not subject to foreign investment restrictions[271] Revenue Recognition Policies - The company's revenue recognition for Holographic Technology LiDAR products is recognized at the point in time when control of products is transferred to customers, with no right of return on sales of inventory[408] - Revenue from ADAS software development contracts is recognized over time based on progress towards completion, with $384,489 and $67,535 allocated to unsatisfied performance obligations as of December 31, 2022 and 2021, respectively[409] - Holographic Technology Licensing and Content Products revenue is recognized at the point in time when control of products or services is transferred to customers, with no post-contract customer support provided[412] - Hardware sales revenue is recognized on a gross basis as the company acts as the principal, with revenue recognized at the point in time when products are delivered and accepted by customers[413][414] - Holographic advertisements revenue is recognized at the point in time when agreed actions are performed, with the company acting as the principal under the CPA model[415] - SDK service revenue is recognized at the point in time when a user completes an SDK connection, with service fees billed monthly on a per-connection basis[416] - Game promotion service revenue is recorded on a net basis as the company acts as an agent, with revenue recognized at the point in time when game players make a payment to purchase virtual currency[417] - The company adopted ASC Topic 606 for revenue recognition effective January 1, 2019, using the modified retrospective adoption method[407] Cash Flow and Financial Position - Cash and cash equivalents stood at $21.9 million as of December 31, 2022, with working capital of approximately $23.0 million[444] - Net cash used in operating activities was $20.0 million in 2022, compared to net cash provided by operating activities of $16.2 million in 2021[448] - Net cash provided by financing activities in 2022 was $33.3 million, primarily due to proceeds from capital contribution in reverse capitalization[455] - The company received net cash proceeds of $33.2 million from the Business Combination in September 2022[445] - Net cash provided by investing activities in 2022 was $1.7 million, primarily due to loan repayments from third parties[453] - Net interest income was $0.2 million in 2022, up from $0.1 million in 2021[436] Technology and Intellectual Property - The company owns 2,218 works of copyright as of December 31, 2022, maintaining a significant market-leading position in China[362] - The company's holographic digital twin technology and resource library have the potential to become the new norm for the digital twin augmented physical world in the near future[362] - The company's holographic technology services include high-precision holographic LiDAR solutions, holographic LiDAR sensor chip design, and holographic vehicle intelligent vision technology[362] Impairments and Investments - The company recorded $237,777 in impairment for investments in unconsolidated entities for the year ended December 31, 2022, compared to nil in 2021[401] - The company recorded a change in fair value of warrant liability of $0.7 million in 2022, compared to nil in 2021[435] Noncontrolling Interests and Leases - The company's noncontrolling interests represent 44% ownership in Ocean HK and its subsidiaries, with allocations of total income or loss presented in the consolidated statement of income[404] - Operating lease ROU assets recognized at $0.6 million and total lease liabilities of $0.6 million as of December 31, 2022[423] Allowances and Provisions - Provision for doubtful accounts surged by 446.9% from $0.1 million in 2021 to $0.4 million in 2022 due to increased allowances for customer exposures[430] - Valuation allowance for deferred tax assets is assessed based on forecasts of future profitability and tax planning strategies[425]
MicroCloud Hologram (HOLO) - 2022 Q3 - Quarterly Report
2022-11-10 18:06
Revenue Performance - For the three months ended September 30, 2022, total operating revenues reached RMB 172,453,161 (approximately US$ 24,243,082), a significant increase from RMB 54,044,387 in the same period of 2021[222]. - Total operating revenues increased by approximately 219.1% from RMB 54.0 million for the three months ended September 30, 2021, to RMB 172.5 million (US$ 24.2 million) for the same period in 2022[275]. - Total operating revenues increased by approximately 56.1% from RMB 272.0 million for the nine months ended September 30, 2021 to RMB 424.6 million (US$ 60.0 million) for the nine months ended September 30, 2022[288]. - Services revenues surged by approximately 304.6% from RMB 37.7 million to RMB 152.5 million (US$ 21.4 million), driven by higher demand for advertising and promotion services[275]. - Products revenues increased by approximately 22.2% from RMB 16.4 million to RMB 20.0 million (US$ 2.8 million) due to increased demand for holographic solutions[275]. Cost and Expenses - The cost of revenues for the three months ended September 30, 2022, was RMB 105,442,629 (61.2% of total revenues), compared to RMB 17,640,958 (32.6%) in Q3 2021, reflecting increased service costs[223]. - Cost of revenue increased by approximately 497.7% from RMB 17.6 million to RMB 105.4 million (US$ 14.8 million) for the same period[276]. - Cost of services skyrocketed by approximately 1,863.4% from RMB 4.6 million to RMB 90.5 million (US$ 12.7 million) due to increased outsourcing and content provider costs[276]. - Operating expenses totaled RMB 59.7 million (US$ 8.4 million) for the three months ended September 30, 2022, compared to RMB 29.7 million for the same period in 2021[274]. - Research and development expenses increased by approximately 150.6% from RMB 19.6 million for the three months ended September 30, 2021 to RMB 49.0 million (US$ 6.9 million) for the three months ended September 30, 2022[281]. - Selling expenses as a percentage of revenues decreased from 2.6% in Q3 2021 to 1.3% in Q3 2022, suggesting better cost management in sales operations[224]. - General and Administrative expenses as a percentage of revenues significantly dropped from 14.8% in Q3 2021 to 3.6% in Q3 2022, highlighting enhanced operational efficiency[225]. Profitability - Gross profit increased by approximately 84.1% from RMB 36.4 million to RMB 67.0 million (US$ 9.4 million) for the three months ended September 30, 2022[277]. - Gross margin decreased from 67.4% to 38.9% as outsourcing costs rose faster than revenue increases in advertising and promotion[277]. - Net income attributable to shareholders was RMB 9.1 million (US$ 1.3 million) for the three months ended September 30, 2022, compared to RMB 7.0 million for the same period in 2021[274]. - Net income increased from approximately RMB 7.0 million to RMB 11.8 million (US$ 1.7 million) for the three months ended September 30, 2021 and 2022, respectively[287]. - The net income for the nine months ended September 30, 2022, was RMB 48.4 million (US$ 6.8 million), with a significant difference from net cash provided by operating activities primarily due to adjustments in non-cash items and changes in working capital[314]. Cash Flow - Cash and cash equivalents increased from RMB 44.2 million to RMB 334.1 million (US$ 47.0 million) as of September 30, 2022[307]. - Net cash provided by operating activities decreased from RMB 126.6 million to RMB 34.7 million (US$ 4.9 million) for the nine months ended September 30, 2021 and 2022, respectively[312]. - For the nine months ended September 30, 2022, net cash provided by operating activities was RMB 34.7 million (US$ 4.9 million), compared to RMB 126.6 million for the same period in 2021[314][315]. - Net cash provided by investing activities for the nine months ended September 30, 2022, was RMB 15.2 million (US$ 2.1 million), mainly from loan repayments and cash received on acquisition[317]. - In contrast, net cash used in investing activities for the nine months ended September 30, 2021, was RMB 111.2 million, primarily due to payments for business acquisitions and loan proceeds[318]. - Net cash provided by financing activities for the nine months ended September 30, 2022, was RMB 234.7 million (US$ 33.0 million), driven by increased capital contributions[319]. - For the nine months ended September 30, 2021, net cash used in financing activities was RMB 1.8 million, mainly due to repayments to related parties and third parties[320]. Business Developments - The company completed a business combination with Golden Path Acquisition Corporation on September 16, 2022, resulting in the issuance of 44,554,455 ordinary shares[217]. - Following the business combination, the company had 50,812,035 ordinary shares issued and outstanding, and 6,020,500 warrants outstanding[218]. - The company is focused on expanding its holographic technology services, including LiDAR solutions and digital twin technology, to capture a larger market share in the digitalization sector[212]. - The company has established a proprietary holographic digital twin technology resource library, which is expected to become a new standard in the digital twin augmented physical world[212]. Tax and Regulatory - Eligible small enterprises in China can benefit from a 75% reduction on a 20% tax rate, resulting in an effective rate of 5% for annual taxable income up to RMB 1,000,000[233]. - The company is subject to a value-added tax (VAT) of 6% on services and 13% on goods in China[235]. - The company is classified as a smaller reporting company and is not required to provide additional market risk disclosures[323]. Accounting and Reporting - The company recognizes revenue from Holographic Technology LiDAR Products at a point in time when control is transferred to customers, with no separate sales rebate or right of return[257]. - Revenue from ADAS software development contracts is recognized over time based on progress, with significant estimates affecting revenue recognition[258]. - The company follows ASC Topic 606 for revenue recognition, which requires control transfer to customers for revenue to be recognized[256]. - Noncontrolling interests represent 44% ownership for Ocean HK and its subsidiaries, impacting the consolidated financial statements[253]. - The company accounts for common stock warrants as either equity instruments or liabilities based on specific terms[255]. - The reporting currency for the company is Renminbi (RMB), with foreign currency transactions translated at applicable exchange rates[241]. - No impairment of long-lived assets was recognized for the nine months ended September 30, 2021, and 2022[247].
MicroCloud Hologram (HOLO) - 2022 Q2 - Quarterly Report
2022-08-15 15:32
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 quarter ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to GOLDEN PATH ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-440519 n/a (State or other jurisdiction of incorporation) ...
MicroCloud Hologram (HOLO) - 2022 Q1 - Quarterly Report
2022-05-16 20:30
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 quarter 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 GOLDEN PATH ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-440519 n/a (State or other jurisdiction of incorporation) ...
MicroCloud Hologram (HOLO) - 2021 Q4 - Annual Report
2022-03-31 20:32
Part I [Business](index=5&type=section&id=Item%201.%20Business) Golden Path Acquisition Corporation is a SPAC targeting Asian-market businesses, having raised $58.1 million and entered a $450 million merger agreement with MC Hologram Inc - The company is a blank check company focused on acquiring businesses with a connection to the Asian market, aiming to provide them with access to U.S. capital markets[17](index=17&type=chunk)[31](index=31&type=chunk) Initial Public Offering (IPO) and Trust Account Details | Metric | Value / Detail | | :--- | :--- | | IPO Date | June 24, 2021 | | Units Sold | 5,750,000 (including over-allotment) | | Price Per Unit | $10.00 | | Gross Proceeds from IPO | $57,500,000 | | Private Placement Proceeds | $2,705,000 | | Amount in Trust Account | $58,075,000 | | Trust Account Per Share | $10.10 | - On September 10, 2021, the company entered into a merger agreement with MC Hologram Inc. ("MC"), valuing MC at **$450 million**, with MC's stockholders set to receive approximately **44.55 million shares** of the combined company[25](index=25&type=chunk)[26](index=26&type=chunk)[27](index=27&type=chunk) - The company has **12 months** from its IPO, with a potential extension of up to **nine additional months** (total **21 months**), to complete its initial business combination, with the sponsor funding extensions by depositing **$191,667 per month** into the trust account[40](index=40&type=chunk)[41](index=41&type=chunk) - The company's acquisition criteria targets middle-market growth businesses with an enterprise value between **$150 million** and **$300 million**, particularly in sectors strategically significant to Asian markets like FinTech, clean energy, and healthcare[32](index=32&type=chunk)[35](index=35&type=chunk) [Risk Factors](index=15&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks as a SPAC, including failure to complete a business combination, high redemptions, and regulatory uncertainties related to PRC operations and potential delisting - The company is a blank-check entity with no operating history, and its ability to complete a business combination is uncertain; failure to do so within the prescribed timeframe (**12-21 months**) will result in liquidation, with public shareholders receiving approximately **$10.10 per share** and warrants/rights expiring worthless[72](index=72&type=chunk)[85](index=85&type=chunk) - The ability of public shareholders to redeem shares may make the company's financial condition unattractive to targets or prevent the completion of a desirable business combination if redemptions are high[80](index=80&type=chunk)[81](index=81&type=chunk) - A business combination with a company in the PRC, like the proposed merger with MC, is subject to significant risks including regulatory uncertainty regarding VIE structures, data security (Cybersecurity Law, Data Security Law), and anti-monopoly reviews, which could materially change operations or block the transaction[218](index=218&type=chunk)[221](index=221&type=chunk)[252](index=252&type=chunk) - The Holding Foreign Companies Accountable Act (HFCAA) poses a risk of delisting from U.S. exchanges if the PCAOB is unable to inspect the company's auditor for three consecutive years, despite the current auditor being PCAOB-inspected[222](index=222&type=chunk)[240](index=240&type=chunk)[282](index=282&type=chunk) - The sponsor and its affiliates have conflicts of interest, as they will lose their entire investment in founder shares and private placement units if a business combination is not completed, potentially influencing their decision-making regarding a target[148](index=148&type=chunk)[151](index=151&type=chunk) [Unresolved Staff Comments](index=67&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments - Not applicable[283](index=283&type=chunk) [Properties](index=67&type=section&id=Item%202.%20Properties) The company does not own real estate, paying its Sponsor $10,000 monthly for office and administrative services - The company pays its Sponsor **$10,000 per month** for office space, utilities, and administrative services, starting from June 24, 2021[284](index=284&type=chunk) Rent Expense | Year | Rent Expense | | :--- | :--- | | 2021 | $11,936 | | 2020 | $14,405 | [Legal Proceedings](index=67&type=section&id=Item%203.%20Legal%20Proceedings) The company is not currently a party to any material litigation or other legal proceedings - The company is not currently involved in any material legal proceedings[285](index=285&type=chunk) [Mine Safety Disclosures](index=67&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[286](index=286&type=chunk) Part II [Market for Registrant's Common Equity, and Related Stockholder Matters and Issuer Purchases of Equity Securities](index=68&type=section&id=Item%205.%20Market%20for%20the%20Registrant%27s%20Common%20Equity%2C%20and%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's securities trade on Nasdaq, has not paid dividends, and details the unregistered sale of founder shares and private placement units Trading Information | Security | Trading Symbol | | :--- | :--- | | Units | GPCOU | | Ordinary Shares | GPCO | | Rights | GPCOR | | Warrants | GPCOW | - The company has not paid any cash dividends and does not plan to before completing its initial business combination[293](index=293&type=chunk) - The sponsor purchased **1,437,500 founder shares** for **$25,000** and **270,500 private placement units** for **$2,705,000**, with these sales being unregistered and exempt under Section 4(a)(2) of the Securities Act[294](index=294&type=chunk)[295](index=295&type=chunk) Use of IPO Proceeds (June 24, 2021) | Item | Amount | | :--- | :--- | | Gross Proceeds from Units | $57,500,000 | | Gross Proceeds from Private Placement | $2,705,000 | | Total Deposited in Trust Account | $58,075,000 | | Total Transaction Costs | $2,887,500 | | - Upfront Underwriting Fees | $1,150,000 | | - Deferred Underwriting Fees | $1,437,500 | | - Other Offering Costs | $300,000 | [Reserved](index=69&type=section&id=Item%206.%20Reserved) This item is reserved [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=70&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) As a blank check company, it has no operating revenue, reported a $740,299 net loss in 2021, and faces going concern doubts without a business combination - The company is a blank check company with no operations, focused on consummating a business combination, and has entered into a merger agreement with MC Hologram Inc. valued at **$450 million**[310](index=310&type=chunk)[314](index=314&type=chunk) Results of Operations | Metric | 2021 | 2020 | | :--- | :--- | :--- | | Net Loss | $(740,299) | $(32,267) | | **Cause of Loss** | Change in fair value of warrant liabilities, dividend income, and general/administrative expenses | Formation and operating costs | - As of December 31, 2021, the company had **$48,955** in cash available for working capital outside the Trust Account and may require loans from its sponsor to fund transaction costs[321](index=321&type=chunk)[323](index=323&type=chunk) - The company's financial condition raises substantial doubt about its ability to continue as a going concern if a Business Combination is not consummated within the required timeframe[326](index=326&type=chunk) - Critical accounting policies include classifying private warrants as liabilities measured at fair value and classifying public shares subject to redemption as temporary equity[333](index=333&type=chunk)[335](index=335&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=76&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company has minimal market or interest rate risk due to trust account investments in short-term U.S. government securities - The company has minimal market or interest rate risk as its trust account funds are invested in short-term U.S. government treasury securities or money market funds[340](index=340&type=chunk) [Financial Statements and Supplemental Data](index=77&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplemental%20Data) This section presents the company's audited financial statements for 2021, showing $58.2 million in assets and a $740,299 net loss Consolidated Balance Sheet Highlights (As of Dec 31, 2021) | Account | Amount (USD) | | :--- | :--- | | Total Assets | $58,221,185 | | Cash and investments held in trust account | $58,077,063 | | Total Liabilities | $2,283,230 | | Ordinary shares, subject to redemption | $58,077,063 | | Total Shareholders' Deficit | $(2,139,108) | Consolidated Statement of Operations (Year ended Dec 31, 2021) | Account | Amount (USD) | | :--- | :--- | | Total operating expenses | $(726,949) | | Net Loss | $(740,299) | | Comprehensive Loss | $(739,878) | - The independent auditor, Friedman LLP, issued an opinion that the financial statements present fairly, in all material respects, the financial position of the company in conformity with U.S. GAAP[422](index=422&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=77&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no disagreements with its accountants on accounting and financial disclosure - None reported[342](index=342&type=chunk) [Controls and Procedures](index=77&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded disclosure controls were ineffective due to material weaknesses in accounting for warrants and redeemable shares, leading to a restatement - Management concluded that disclosure controls and procedures were not effective as of December 31, 2021[343](index=343&type=chunk) - The ineffectiveness was due to material weaknesses identified in the accounting for public warrants (which should have been classified as equity) and the classification of all ordinary shares subject to redemption as temporary equity[345](index=345&type=chunk)[346](index=346&type=chunk) - These issues led to a restatement of financial statements for affected periods in 2021, as disclosed in a Form 8-K filed on January 20, 2022[347](index=347&type=chunk) - A remediation plan is underway, which includes enhancing access to accounting literature and increasing communication with third-party professionals on complex accounting matters[348](index=348&type=chunk) [Other Information](index=79&type=section&id=Item%209B.%20Other%20Information) The company reports no other information - None[351](index=351&type=chunk) [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=79&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections) This item is not applicable to the company - Not applicable[351](index=351&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=80&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) This section provides biographical information for directors and officers, details board committees, and discloses potential conflicts of interest Executive Officers and Directors | Name | Position | | :--- | :--- | | Shaosen Cheng | Chairman and Chief Executive Officer | | Teddy Zheng | Chief Financial Officer | | Jun Liu | Director | | Hai Lin | Director | | Xu Zhang | Director | - The Board of Directors has a majority of independent directors (Messrs. Jun Liu, Hai Lin, and Xu Zhang) as required by Nasdaq standards[360](index=360&type=chunk) - The Board has three standing committees: Audit, Compensation, and Nominating, each composed of independent directors[361](index=361&type=chunk) - Potential conflicts of interest exist as officers and directors have obligations to other businesses, but the company has renounced interest in corporate opportunities not expressly offered to them in their capacity as company officers/directors[374](index=374&type=chunk)[377](index=377&type=chunk) - During 2021, all directors and officers filed their Form 3s late due to administrative delays[387](index=387&type=chunk) [Executive Compensation](index=88&type=section&id=Item%2011.%20Executive%20Compensation) No cash compensation has been paid to officers or directors, with an affiliate receiving $10,000 monthly for administrative services - No compensation of any kind has been paid to the company's founders, officers, or directors for services rendered[389](index=389&type=chunk) - An affiliate of the sponsor receives **$10,000 per month** for providing office space, administrative, and support services[389](index=389&type=chunk) - Post-business combination compensation for any remaining officers or directors will be determined by a compensation committee of the combined company[390](index=390&type=chunk) [Security Ownership of Certain Beneficial Owners and Management](index=89&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management) This section details beneficial ownership of ordinary shares, with the sponsor holding 22.90% as of March 8, 2022 Beneficial Ownership (as of March 8, 2022) | Beneficial Owner | Approximate Percentage | | :--- | :--- | | Greenland Asset Management Corporation (Sponsor) | 22.90% | | Shaosen Cheng (CEO) | 12.31% | | WEISS ASSET MANAGEMENT LP | 9.49% | | Zhiguo Zhang | 8.57% | | Space Summit Capital LLC | 7.8% | | Karpus Investment Management | 7.70% | | Lighthouse Investment Partners, LLC | 5.82% | | ATW SPAC MANAGEMENT LLC | 5.36% | | Boothbay Fund Management, LLC | 5.36% | | All directors and officers as a group | 22.90% | [Certain Relationships, and Related Transactions and Director Independence](index=91&type=section&id=Item%2013.%20Certain%20Relationships%2C%20and%20Related%20Transactions%20and%20Director%20Independence) This section outlines related party transactions, including sponsor purchases of shares and units, and administrative service fees - The sponsor purchased **1,437,500 founder shares** for **$25,000** and **270,500 private placement units** for **$2,705,000**[398](index=398&type=chunk)[399](index=399&type=chunk) - The company pays an affiliate of the sponsor **$10,000 per month** for office space and administrative services[400](index=400&type=chunk) - The sponsor provided an initial loan of **$453,364**, which was fully repaid from the private placement proceeds after the IPO[402](index=402&type=chunk) - The sponsor or its affiliates may provide up to **$1,500,000** in additional working capital loans, which can be converted into units at **$10.00 per unit** at the lender's option[403](index=403&type=chunk) [Principal Accountant Fees and Services](index=92&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) The company paid Friedman LLP $65,000 in audit fees for FY 2021, with all services pre-approved by the audit committee Fees Paid to Friedman LLP (FY 2021) | Service Category | Fees Paid | | :--- | :--- | | Audit Fees | $65,000 | | Audit-Related Fees | $0 | | Tax Fees | $0 | | All Other Fees | $0 | - The audit committee has a policy to pre-approve all auditing and permitted non-audit services provided by the auditor[413](index=413&type=chunk) Part IV [Exhibits, Financial Statement Schedules](index=93&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section lists the documents filed as part of the Form 10-K, including financial statements and key agreements - The report includes the consolidated financial statements and the report of the independent registered public accounting firm, Friedman LLP[416](index=416&type=chunk) - Key exhibits filed include the Merger Agreement with MC Hologram Inc., the Underwriting Agreement, and agreements related to warrants, rights, and registration rights[418](index=418&type=chunk) [Form 10-K Summary](index=119&type=section&id=Item%2016.%20Form%2010-K%20Summary) The company reports no Form 10-K summary - None[513](index=513&type=chunk)
MicroCloud Hologram (HOLO) - 2021 Q3 - Quarterly Report
2021-11-15 22:26
Form 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 For the quarter ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to GOLDEN PATH ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) | Cayman Islands | 001-440519 | n/a | | --- | --- | --- | | (State or ot ...
MicroCloud Hologram (HOLO) - 2021 Q2 - Quarterly Report
2021-08-16 20:35
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 quarter ended June 30, 2021 100 Park Avenue, New York, New York 10017 (Address of principal executive offices) 917-267-4569 Registrant's telephone number, including area code ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 N/A For the transition period from to GOLDEN PATH ACQUI ...