What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2023-03-14 compared with 2022-03-31 · 20 added, 97 removed, 1 unchanged (99% of the section changed)

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

units are currently traded on The Nasdaq Capital Market under the symbol “GPCOU” and started trading on The Nasdaq Capital

Market on June 22, 2021.

The ordinary shares, rights and warrants comprising the units began separate trading on July 30, 2021 and are

traded on NASDAQ under the symbols “GPCO,” “GPCOR” and “GPCOW”, respectively.

At March 8, 2022, there were

749,650 of our units issued and outstanding held by 2 holders of record.

Assuming all united are separated into ordinary shares, rights

and warrants, at March 8, 2022, there were 6,020,500 rights issued and outstanding held by 2 holders of record (assuming all of the units

were separated into their component parts on such date).

At March 8, 2022, there were 6,020,500 warrants issued and outstanding held by

2 holders of record (assuming all of the units were separated into their component parts on such date).

At March 8, 2022, there were 7,458,000

ordinary shares issued and outstanding and 2 holders of record (assuming all of the units were separated into their component parts on

number of record holders was determined from the records of our transfer agent and does not include beneficial owners of any of our securities

whose securities are held in the names of various security brokers, dealers, and registered clearing agencies.

transfer agent for our units and ordinary shares and warrant agent for our warrants and the rights agent for our rights is Vstock Transfer

We have agreed to indemnify Vstock Transfer LLC in its roles as transfer agent and warrant agent, its agents and each of its shareholders,

directors, officers and employees against all liabilities, including judgments, costs and reasonable counsel fees that may arise out

of acts performed or omitted for its activities in that capacity, except for any liability due to any gross negligence, willful misconduct

or bad faith of the indemnified person or entity.

have not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of our

initial business combination.

The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital

requirements and general financial condition subsequent to completion of our initial business combination.

The payment of any cash dividends

subsequent to our initial business combination will be within the discretion of our Board of Directors at such time and we will only

pay such dividend out of our profits or share premium (subject to solvency requirements) as permitted under Cayman Islands law.

if we incur any indebtedness in connection with our initial business combination, our ability to declare dividends may be limited by

restrictive covenants we may agree to in connection therewith.

of Unregistered Securities

to December 31, 2020, our sponsor purchased a total 1,437,500 founder shares for an aggregate purchase price of $25,000, or approximately

$0.02 per share.

Such securities were issued in connection with our organization pursuant to the exemption from registration contained

in Section 4(a)(2) of the Securities Act.

Our sponsor is an accredited investor for purposes of Rule 501 of Regulation D.

addition, at the time of our IPO complete on June 24, 2021, our sponsor purchased an aggregate of 270,500 private placement units, at

a price of $10.00 per unit for an aggregate purchase price of $2,705,000.

Each unit consists of one private placement ordinary share,

one private placement right granting the holder thereof the right to receive one-tenth (1/10) of an ordinary share upon the consummation

of a business combination, and one private placement warrant.

Each private placement warrant is exercisable to purchase one-half of one

ordinary share at a price of $11.50 per whole share, in a private placement that closed simultaneously with the closing of the offering.

These purchases took place on a private placement basis simultaneously with the completion of our public offering.

These issuances were

made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

No underwriting discounts or commissions

were paid with respect to such sales.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information

ordinary shares, par value $0.0001 per share, and public warrants are currently listed on Nasdaq under the symbols “HOLO”

and “HOLOW,” respectively.

On March 13, 2023, the closing sale price of our ordinary shares was $2.11 per share and the closing

sale price of our public warrants was $0.13 per warrant.

Holders of Record

after giving effect to the Business Combination, we had 50,812,035 ordinary shares issued and outstanding, and 6,020,500 warrants outstanding.

As of March 13, 2023, there were approximately 19 holders of record of our ordinary shares and two holders of record of our warrants.

Such numbers do not include beneficial owners holding our securities through nominee names.

The actual number of holders of our ordinary

share and warrants may be greater than our record holders.

Dividend Policy

We have never declared or paid, and do not anticipate declaring or paying, any cash dividends on our capital stock.

Any future determination as to the declaration and payment of dividends, if any, will be at the discretion of our board of directors and will depend on then-existing conditions, including our financial condition, operating results, contractual restrictions, capital requirements, business prospects and other factors that our board of directors may deem relevant.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

were no purchases of equity securities by the issuer or affiliated purchasers, as defined in Rule 10b-18(a) (3) the Securities Exchange

Act of 1934, during the fourth quarter of our fiscal year ended December 31, 2022.

Sale of Unregistered Securities and Use of Proceeds

Authorized for Issuance under Equity Compensation Plans

June 24, 2021, we consummated our initial public offering of 5,750,000 units, inclusive of the over-allotment option of 750,000 Units.

consists of one ordinary share, par value $0.0001 per share, one warrant entitling its holder to purchase one-half of one ordinary share

at a price of $11.50 per ordinary share, and one right to receive one-tenth (1/10) of one ordinary share upon the consummation of the

Company’s initial business combination.

Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $57,500,000.

Simultaneously with the closing

of the IPO, the Company consummated the Private Placement with its sponsor, Greenland Asset Management Corporation, a British Virgin

Islands company for the purchase of 270,500 Private Units at a price of $10.00 per Private Unit, generating total proceeds of $ $2,705,000,

pursuant to the Private Placement Unit Purchase Agreement, a copy of which was filed as an exhibit to the Registration Statement for

the IPO as filed with the Commission.

Sponsor had previously advanced expenses or loaned the Company the sum of $453,364, evidenced in part by a note dated as of December

19, 2020 which loan was payable upon the earlier of completion of the IPO or December 31, 2021.

In connection with the completion of

the IPO, the note was repaid in full via an offset of certain amounts due under the Private Placement subscription.

A total of $58,075,000 of

the net proceeds from the IPO and the Private Placement were deposited in a trust account established for the benefit of the Company’s

public shareholders, established with Wilmington Trust, National Association acting as trustee, at an account at Morgan Stanley.

The Company incurred transaction

costs for its IPO of $2,887,500, consisting of $1,150,000 of underwriting fees, $1,437,500 of deferred underwriting fees and $300,000

of other offering costs.

In addition, at June 30, 2021, cash of $509,568 and cash held in escrow of $9,000 were held outside of the Trust

Account and was available for the payment of offering costs and for working capital purposes.

rules of the NASDAQ provide that at least 90% of the gross proceeds from the IPO and the private placement be deposited in a trust account.

Of the net proceeds of the IPO and the sale of the private placement units, $58,075,000, including $1,437,500 of deferred underwriting

commissions, upon the consummation of the IPO, were invested only in U.S.

government treasury bills with a maturity of 180 days or less

or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct

government treasury obligations.

We will not be permitted to withdraw any of the principal or interest held in the trust account

except for the withdrawal of interest to pay taxes, if any, the proceeds from the IPO and the sale of the private placement units will

not be released from the trust account until the earliest of (i) the completion of our initial business combination, (ii) the redemption

of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles

of association to (A) modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our

initial business combination within 12 months from the closing of the IPO (or up to 21 months from the closing of the IPO if we extend

the period of time to consummate a business combination) or (B) with respect to any other provision relating to shareholders’ rights

or pre-business combination activity and (iii) the redemption of all of our public shares if we are unable to complete our initial business

combination within 12 months from the closing of the IPO (or up to 21 months from the closing of the IPO if we extend the period of time

to consummate a business combination), subject to applicable law.

directors and founders will receive reimbursement for any out-of-pocket expenses incurred by them related to identifying, investigating

and completing an initial business combination.

Our audit committee will review on a quarterly basis all payments that were made to our

sponsor, officers or directors, or our or their affiliates.

The net proceeds from our

IPO available to us out of trust for our working capital requirements in searching for a business combination and for working capital

requirements are currently approximately $48,955.

We intend to use the proceeds for

legal, accounting, due diligence, travel, and other expenses in connection with any business combination, legal and accounting fees related

to regulatory reporting obligations, payment for office space, administrative and support services, NASDAQ continued listing fees, and

Director and Officer liability insurance premiums.

We are a “smaller reporting company,” as defined by Item 10(f)(1) of Regulation S-K, and therefore are not required to provide the information required by paragraph (e) of Item 201 of Regulation S-K.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity