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Item 9A. Controls and Procedures

2023-03-14 compared with 2022-03-31 · 386 added, 1514 removed, 23 unchanged (99% of the section changed)

Controls and Procedures Evaluation of Disclosure Controls and Procedures

Disclosure controls are procedures

that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act,

such as this Report, is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms.

Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management,

including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

Our management evaluated, with the participation of our principal executive officer and principal financial and accounting officer (our

“Certifying Officers”), the effectiveness of our disclosure controls and procedures as of December 31, 2021, pursuant to

Rule 13a-15(b) under the Exchange Act.

Based upon that evaluation, our Certifying Officers concluded that, solely due to the events

that led to the Company’s restatement of its financial statements to reclassify the Company’s Public Warrants, as well as the

revision for the temporary equity subject to possible redemption, as described in Form 8-K filed on January 20, 2022, our disclosure

controls and procedures were not effective.

do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud.

Disclosure controls and

procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the

disclosure controls and procedures are met.

Further, the design of disclosure controls and procedures must reflect the fact that there

are resource constraints, and the benefits must be considered relative to their costs.

Because of the inherent limitations in all disclosure

controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all

our control deficiencies and instances of fraud, if any.

The design of disclosure controls and procedures also is based partly on certain

assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated

goals under all potential future conditions.

Our internal control over

financial reporting did not result in the proper classification of our warrants.

Since their issuance on June 24, 2021 ,

our warrants have been accounted for as liabilities within our balance sheet.

On April 12, 2021, the SEC Staff issued the SEC Staff Statement

in which the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the Public warrants to

be classified as equity on the SPAC’s balance sheet as opposed to liabilities.

After discussion and evaluation, taking into consideration

the SEC Staff Statement, including with our independent auditors, we have concluded that our Public warrants should be classified as

equity with no subsequent fair value remeasurement is required.

In addition, as previously

disclosed, the Company concluded it should classify all ordinary shares subject to possible redemption in temporary equity.

accordance with the SEC and its staff’s guidance on redeemable equity instruments, ASC Topic 480, Distinguishing Liabilities

from Equity (ASC 480), paragraph 10-S99, redemption provisions not solely within the control of the Company require ordinary shares

subject to redemption to be classified outside of permanent equity.

The Company had previously classified a portion of its ordinary

shares in permanent equity.

Although the Company did not specify a maximum redemption threshold, its charter provides that currently,

the Company will not redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001.

The Company considered that the threshold would not change the nature of the underlying shares as redeemable and thus would be

required to be disclosed outside equity.

As a result, the Company restated its previously filed financial statements to classify

ordinary shares subject to redemption as temporary equity and to recognize accretion from the initial book value to redemption

value at the time of its Initial Public Offering and in accordance with ASC 480.

The change in the carrying value of redeemable

shares of ordinary shares resulted in charges against additional paid-in capital and accumulated deficit.

As a result, management

identified these material weaknesses in our internal control over financial reporting related to the accounting for warrants and

ordinary shares subject to possible redemption.

20, 2022, the Company revised its prior position on accounting for warrants and concluded that the Company’s previously

issued (i) audited balance sheet as of June 24 , 2021 included in the Company’s

Current Report on Form 8-K filed with the SEC on June 30 , 2021 and (ii) audited

interim financial statements as of June 30, 2021 and for the three and six months ended June 30, 2021 included in the Company’s

Quarterly Report on Form 10-Q filed with the SEC on August 16, 2021 (collectively, the “Affected Periods”), in each

case, should be corrected to classify public warrants as equity and all of the public shares as temporary equity and should no

longer be relied upon.

On January 20, 2022, the Company filed a Form 8-K to disclose non-reliance on previously issued financial

On the same day, the Company filed a Form 8K/A to restate its balance sheet as of June 24, 2021 and a Form 10Q/A to

restate its quarterly report for the quarter ended June 30, 2021.

However, the non-cash adjustments to the balance do not impact

the amounts previously reported for the Company’s cash and cash equivalents, and total assets.

To remediate these material

weaknesses, we developed a remediation plan with assistance from our accounting advisors and have dedicated significant resources and

efforts to the remediation and improvement of our internal control over financial reporting.

While we have processes to identify and appropriately

apply applicable accounting requirements, we plan to enhance our system of evaluating and implementing the complex accounting standards

that apply to our financial statements.

Our plans at this time include providing enhanced access to accounting literature, research materials

and documents and increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting

applications.

The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives

will ultimately have the intended effects.

Report on Internal Controls Over Financial Reporting

Annual Report on Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting

or an attestation report of our independent registered public accounting firm due to a transition period established by rules of the

SEC for newly public companies.

in Internal Control over Financial Reporting

Other than the remedial activities undertaken following the restatement of our financial statements, as described above, there

were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange

Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal

control over financial reporting.

Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

In connection with the audit of our consolidated financial statements as of December 31, 2022, we identified material weaknesses in our internal control over financial reporting:

(i) we did not maintain an effective control environment;

and (ii) we lacked formal policies and procedures to establish a risk assessment process and internal control framework and lacked an audit committee and the internal audit function to establish formal risk assessment process and internal control framework.

The material weaknesses could result in misstatements to our account balances or disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected.

Our management has implemented remediation steps to improve our internal control over financial reporting.

Specifically, we plan to (i) hire personnel expertized in technical accounting and financial reporting and provide internal training to our accounting team on U.S.

GAAP knowledge;

(ii) improve our accounting and financial reporting procedures and provide access to third-party professionals;

(iii) adopt various reporting systems to ensure the completeness, timeliness and accuracy our financial reporting;

(iv) identify and evaluating risks we face;

(v) adopting control activities to be taken to mitigate risks with written policies and procedures;

(vi) ensure efficient internal and external communication environment and all parts we are adhering to standard practices;

and (vii) monitor regularly to verify that internal controls are functioning properly.

Our management will continue to monitor the effectiveness of our remediation plans and will make the changes we determine to be appropriate.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(c) and 15d-15(e)) as of the end of the period covered by this report.

In making this evaluation, management considered the material weaknesses in our internal controls over financial reporting described above.

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2022, the period covered in this report, our disclosure controls and procedures were not effective.

Notwithstanding the assessment that our disclosure controls and procedures are not effective and that material weaknesses existed as of December 31, 2022, we believe that we have performed sufficient supplementary procedures to ensure that the consolidated financial statements contained in this filing fairly present our financial position, results of operations and cash flows for the reporting periods covered herein in all material respects.

Management’s Report on Internal Control over Financial Reporting

As discussed elsewhere in this Annual Report on Form 10-K, we completed the Business Combination on September 16, 2022.

Prior to the Business Combination, we were a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more operating businesses.

As a result, previously existing internal controls are no longer applicable or comprehensive enough as of the assessment date as our operations prior to the Business Combination were insignificant compared to those of the consolidated entity post-Business Combination.

In addition, the previously identified and disclosed material weaknesses in connection with the accounting for certain complex financial instruments (such as the warrants) have been absorbed in the material weaknesses in internal control over financial reporting of the consolidated entity post-Business Combination as discussed above.

The design of internal controls over financial reporting for the Company post-Business Combination has required and will continue to require significant time and resources from management and other personnel.

We have, since the closing of the Business Combination, engaged in the process of design and implementation of our internal control over financial reporting in a manner commensurate with the scale of our operations However, the design of internal control over financial reporting for our company post-Business Combination has required, and will continue to require, significant time and resources from management and other personnel.

As a result, management was unable, without incurring unreasonable effort or expense to conduct an assessment of our internal control over financial reporting as of December 31, 2022.

Accordingly, we are excluding management’s report on internal control over financial reporting pursuant to Section 215.02 of the SEC Division of Corporation Finance’s Regulation S-K Compliance & Disclosure Interpretations.

Changes in Internal Control over Financial Reporting

On September 16, 2022, we consummated the Business Combination.

See Note 3 — Reverse Recapitalization to the consolidated financial statements.

We are currently integrating policies, processes, people, technology and operations for the combined company.

Management will continue to evaluate our internal control over financial reporting as we execute integration activities.

Other than as noted above, and in connection with the implementation of the remedial measures described above, there were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the quarter ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on the Effectiveness of Controls

The effectiveness of any system of internal control over financial reporting, including ours, is subject to inherent limitations, including the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, and the inability to eliminate misconduct completely.

Accordingly, in designing and evaluating the disclosure controls and procedures, management recognizes that any system of internal control over financial reporting, including ours, no matter how well designed and operated, can only provide reasonable, not absolute assurance of achieving the desired control objectives.

In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Moreover, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business but cannot assure you that such improvements will be sufficient to provide us with effective internal control over financial reporting.

Other Information.

1 unchanged sentence

Directors, Executive Officers and Corporate Governance.

current directors and executive officers are as follows:

Shaosen Cheng

Chairman and Chief Executive Officer

The following table sets forth

certain information regarding our executive officers and members of the Company’s board of directors (the “Board of Directors”)

as of the date of this Annual Report:

Chairman of the Board of Directors

September 2022

Director, Chief Executive Officer

September 2022

Chief Financial Officer

Cheng is the Chairman of our Board of Directors and also serves as our Chief Executive Officer .

Since October 2019,

Cheng has been employed as a senior advisor at Forest Hill Financial Group of New York where he advised clients on asset allocation

and protection.

During 2019, Mr.

Cheng was a member of the Board of EverTrust Insurance Brokers Co., Ltd.

Beijing and from January 2016

to December 2018, Mr.

Cheng was the President of Fosun Zhongheng Insurance Brokers, Co., Ltd.

in Shanghai China, which is an insurance

brokerage firm.

During the period from July 2013 to December 2015, Mr.

Cheng was the territory manager for the New York Combined Insurance

Prior to his employment with Combined Insurance, Mr.

Cheng was the President of NY Eastar LLC, the United States’

subsidiary of China Eastar Group Holding Co.

Ltd., a Shandong Province, China based private company.

September 2022

Chief Operating Officer

September 2022

Chief Technology Officer

September 2022

Belief Bi (1)(2)(3)

Independent Director

February 2023

Maggie Wang (1)(2)(3)

Independent Director

February 2023

Han Qin (1)(2)(3)

Independent Director

September 2022

Jun Liu (1)(2)(3)*

Independent Director

September 2022

Member of the compensation committee.

Member of the nominating committee.

Member of the audit committee.

Jun Liu previously served as an independent director of Golden Path from June 24, 2021 to September 16, 2022.

Biographical Information

Wei Peng has been serving as our Chairman of the Board of Directors since September 2022.

From 2021, Ms.

Peng has served as a director of MC.

Prior to joining MC, she has also served as a director of Softcloud Digital Software Co., Ltd.

From 2010 till the date of this proxy statement, she has been serving as supervisor for Lvxun Network Technology Co., Ltd.

and has concurrently served as a director of Enwei Quantum Capital Investment Co., Ltd.

Peng graduated from the Beijing Normal University majoring in computer science in 2005.

Guohui Kang has been serving as our Chief Executive Officer and director since September 2022.

From 2016, Mr.

Kang has served as the chief executive officer of Shanghai Mengyun Holographic Technology Co., Ltd.

He served as the general manager of Haotian Investment Co., Ltd.

from 2011 to 2016.

From 2002 to 2010, he served as the sales manager and director of Shenzhen Qixin Technology Co., Ltd.

From 1999 to 2002, he was the refrigeration system design engineer in Guangdong Midea Group.

Kang graduated from Wuhan University of Technology in 1999.

Bei Zhen has been serving as our Chief Financial Officer since September 2022.

In October 2019, she founded Shenzhen Aixi Culture Communication Co., Ltd.

and served as the chief executive officer.

From December 2015 to October 2019, she served as the director of the Corporate Finance Department in Sun Hung Kai Financial Group.

From April 2012 to December 2015, she worked in the Fund Department of Shenzhen Innovation Investment Group Co., Ltd.

From July 2011 to February 2012, she served as assistant to the chief executive officer of the Global Asset Management Department of HSBC.

Zhen obtained a master’s degree in accounting and finance from the University of Bristol in February 2012 and a bachelor’s degree in financial economics from the University of Leicester in July 2010.

Guolong Qi has been serving as our Chief Operating Officer since September 2022.

From January 2017, Mr.

Qi has served as the general manager of Shanghai Mengyun Holographic Technology Co., Ltd.

From June 2011 to December 2016, he served as the deputy general manager of Shenzhen Chuangshi Interactive Technology Co., Ltd.

From May 2010 to May 2011, he worked as project manager of Guangzhou Jiepu Electronics Company.

From January 2001 to May 2010, he worked in Epson Technology (Shenzhen) Co., Ltd.

From July 1999 to December 2000, he worked as an engineer in Huaxin Cement Co., Ltd.

Qi obtained his master’s degree in financial market and portfolio management from the University of Hong Kong in July 2017 and graduated from the Wuhan University of Technology in 1999.

Jianbo Zhou has been serving as our Chief Technology Officer since September 2022.

Prior to becoming the Chief Technology Officer of MC and in 2018, he served as the chief executive officer of Shenzhen Bowei Vision Technology Co., Ltd., which is a subsidiary of MC.

Prior to joining MC, from July 2005 to September 2010, Mr.

Zhou was responsible for the development of the WCDMA Base Station System with ZTE, assisting China Unicom, a major telecommunication provider in China, to complete the commercial deployment of the 3G system in Hong Kong, France, and in other locales.

He was also responsible for developing a number of patents.

From 2010 to 2012, Mr.

in various capacities in insurance and other similar firms such as Aon Risk Services, Inc., Marsh USA Inc, and Johnson & Higgins.

Cheng earned his college degree in political science at Shangdong University located in Jinan, China and his Master of Arts in International

Relations from Remin University of China located in Beijing, China.

He has also obtained a master of business administration in insurance

and risk management from St.

John’s University.

Zheng has served as our Chief Financial Officer since January 2021.

He served as Chief Financial Officer for Longevity Acquisition

Corporation (LOAC) from July 2018 to October 2020.

Zheng has served as Managing Director of Cygnus Equity, a boutique investment

banking firm in China, since October 2015.

From April 2014 to October 2015, Mr.

Zheng worked in the investment banking division of Lazard

From November 2010 to March 2014, Mr.

Zheng worked in the investment banking division of JP Morgan First Capital in China.

From June 2009 to October 2010, Mr.

Zheng worked in the M&A and corporate finance division of UBS Investment Bank in China.

received a bachelor degree in management information systems from Beijing Information Technology Institute and a master degree in management

science and engineering from the School of Economics and Management of Tsinghua University.

Zhang is a member of our Board and Directors.

He has served as founder and Chief Executive Officer of Beijing Bochuang Education

Zhang is also an accredited independent counselor and founder for the Beijing NiuXueShe, an online platform

for innovative courses since March 2017.

From May 2009 to May 2010, Mr.

Zhang served as Vice President of Aoji Education Company, one

of the largest education service and consulting companies in China, where Mr.

Zhang directly supervised the US Education Service and

Counsel Division, the Essay and Exam Division, the Sales Division works for Aoji.

From July 2007 to January 2008, Mr.

Zhang served as

a corporate finance law attorney for the Hahn and Hessen LLP in New York City, where he mainly worked on equity formation, corporate

finance, hedge fund and private re-financing deals.

From February 2008 to May 2009, Mr.

Zhang served as a corporate lawyer with the Morrison

Foerster LLP based in San Francisco and Hong Kong.

Zhang received a Bachelor in Economics degree from Renmin University of China

in 2000, and a Master of Arts in Political Economics at Columbia University in 2004, a Juris Doctor Degree from the Fordham University

Law School in 2007, and Law Studies in Taxation Certificate from New York University in 2007.

We believe Mr.

Zhang is well qualified

to serve on our board of directors because of his extensive knowledge and experience in business and law in the U.S.

Lin has served as General Manager of Red 13

Financial Holdings (Hong Kong) Co., Ltd.

since January 2015, where Mr.

Lin is responsible for project development,

M&A and corporate financing, including company presentation, investment plan and transaction structure.

During Oct 2010 and

Dec 2014, Mr.

Lin served as Director and Vice President of Goral Sky Investment Co., Ltd., where Mr.

Lin was responsible

for assisting Chinese companies going public in US market, including a refractory company with over $10 million net income.

During January 2007 and September 2010, Mr.

Lin served as General Manager of Longtou Investment (China) Limited,

Lin was responsible for assisting Chinese companies going public in US market, including a hydraulic company and

an agriculture company.

Meanwhile Mr.

Lin assisted a US software public company for routine maintenance and investor relationship.

During January 2004 and December 2006, Mr.

Lin served as Vice President of Pacific Net Inc.

Lin was responsible for investor relationship, public filings under the Securities and Exchange Act, mergers and acquisitions

related activity and corporate finance.

Liu is a member of our board of directors and the chair of audit committee.

He has been one of the board of directors of Longevity

Acquisition Corporation (LOAC) since August 2018.

Liu has served as the president of Beijing Wanfeng Xingye Investment Management

Co., Ltd., an investment company in China, since January 2014.

From 2004 to January 2014, he served as the president of Zhongansheng

Investment Consulting Co., Ltd.

Zhou led the development and acceptance of an innovation fund project of Shenzhen Science and Technology Commission, and obtained the Shenzhen high-level professional certificate in 2012.

Zhou obtained a master’s degree in computer software from Wuhan University in 2005 and a bachelor’s degree in computer application from Wuhan University in 2000.

Belief Bi has been serving as our independent director since February 2023.

Bi has extensive experience in the operation, legal and compliance areas of U.S.

public companies.

Prior to joining our Company, Mr.

Belief Bi has served as the president of Beijing Zhixing Classroom Education Consulting Co., Ltd.

since June 2017.

Between 2015 and 2017, he served as the vice president in Beijing Shengyuan Fengheng Venture Capital Co., Ltd.

and the executive secretary in Dianjing Smart Industry Alliance.

Prior to that, Mr.

Bi worked as an assistant president in Ninetowns Group (Nasdaq:

NINE) from 2013 to 2015, where he was responsible for the agricultural e-commerce and real estate segments of the company.

Bi received a bachelor of law degree from China University of Political Science and Law in 2010.

Maggie Wang has been serving as our independent director since February 2023.

Wang has extensive experience in financial accounting, internal control and risk management.

Wang has over 16 years of experience in the financial services industry in Asia.

Further, she has direct oversight on specific risk management functions such as financial and insurance product control, assets and liabilities management and customer risk management.

Prior to joining our Company, Ms.

Maggie Wang has served as the regional director and treasurer of Prudential HK Limited since 2013.

Between 2006 and 2012, she served as the chief accountant in Wall Street English since 2006.

Wang is a Chartered Financial Analyst, an Associate Financial Planner and a Registered Financial Planner in US.

Wang received a bachelor’s degree from the University of Guangzhou and an MBA degree from Jinan University.

Han Qin has been serving as our independent director since February 2023.

Qin served as an independent director of China Trends Holdings Limited from 2020 to 2021.

She has been the investment director and executive director in Rider Family Office since 2018.

From April 2018 to February 2020, she served as the investment director in Shenzhen Zhongxiang Capital Management Co., Ltd.

From May 2014 to March 2016, she served as the director, assistant president and joint founder in Asia Fortune Media Group Limited.

From July 2005 to September 2007, she served as the director of department of planning in China Major Bridge Engineering Co., Ltd.

Qin obtained a Doctor of Philosophy degree in industrial and manufacturing systems engineering from the University of Hong Kong in May 2014, a master’s degree in management science and engineering from the Wuhan University in June 2009, and a bachelor’s degree in engineering management in June 2005.

Jun Liu has been serving as our independent director since February 2023.

Liu previously served on the board of directors of Golden Path.

From August 2018, Mr.

Liu has been serving on the board of directors of Longevity Acquisition Corporation (Nasdaq:

He has served as the president of Beijing Wanfeng Xingye Investment Management Co., Ltd., a China based investment company since January 2014.

From 2004 to January 2014, he served as the president of Zhongansheng Investment Consulting Co., Ltd.

From 2002 to 2004, Mr.

Liu served as the vice president of Beijing Xingyun Co., Ltd.

From 1999 to 2002,

From 1999 to 2002, Mr.

Liu served as the CEO of Weixin (China) Venture Investment Co., Ltd.

and the director of Venture Capital Research Center of Renmin

and the director of Venture Capital Research Center of Renmin University.

From 1993 to 1996, Mr.

Liu served as government official in the State Auditing Administration.

Liu received his bachelor

degree of Finance and Accounting from Wuhan University in 1989 and received his masters of business administration degree from Renmin

University located in China in 1999.

His investment portfolios cover wide range of sectors, including TMT, education, clean energy, technology,

and chemical industries.

We believe Mr.

Liu is qualified to serve as a director because of his extensive financial, investment and mergers

and acquisition experience and the extensive network he has established throughout his career.

Nasdaq listing standards require that a majority of our Board of Directors be independent.

An “independent director” is defined

generally as a person who has no material relationship with the listed company (either directly or as a partner, shareholder or officer

of an organization that has a relationship with the company).

Upon the effectiveness of the registration statement, we have two “independent

directors” as defined in the Nasdaq listing standards and applicable SEC rules prior to completion of the IPO.

Our board has determined

that each of Messrs.

Xu Zhang and Hai Lin and Jun Liu are independent directors under applicable SEC and Nasdaq rules.

Following the

completion of our initial public offering, our independent directors had regularly scheduled meetings at which only independent directors

of the Board of Directors

Board of Directors has three standing committees:

an audit committee and a compensation committee and a nominating committee.

Each committee

operate under a charter that has been approved by our board and have the composition and responsibilities described below.

phase-in rules and a limited exception, the Nasdaq rules and Rule 10A-3 of the Exchange Act require that the audit committee of a listed

company be comprised solely of independent directors, and the Nasdaq rules require that the compensation committee of a listed company

be comprised solely of independent directors.

have established an audit committee of the Board of Directors.

The members of our audit committee are Messrs.

Jun Liu, Hai Lin and Xu

Jun Liu serves as chairman of the audit committee.

member of the audit committee is financially literate and our Board of Directors has determined that Mr.

Liu qualifies as an “audit

committee financial expert” as defined in applicable SEC rules.

adopted an audit committee charter, which detailed the principal functions of the audit committee, including:

appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent registered

public accounting firm engaged by us;

● pre-approving

all audit and non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged by

us, and establishing pre-approval policies and procedures;

and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued independence;

clear hiring policies for employees or former employees of the independent auditors;

clear policies for audit partner rotation in compliance with applicable laws and regulations;

and reviewing a report, at least annually, from the independent auditors describing (i) the independent auditor’s internal quality-control

procedures and (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm,

or by any inquiry or investigation by governmental or professional authorities, within, the preceding five years respecting one or more

independent audits carried out by the firm and any steps taken to deal with such issues;

and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior

to us entering into such transaction;

with management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including

any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues

regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by

the Financial Accounting Standards Board, the SEC or other regulatory authorities.

have established a compensation committee of the Board of Directors.

The members of our Compensation Committee are Messrs.

Hai Lin and Jun Liu.

Hai Lin serves as chairman of the compensation committee.

We adopted a compensation committee charter, which

detail the principal functions of the compensation committee, including:

and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating

our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration

(if any) of our Chief Executive Officer’s based on such evaluation;

and approving the compensation of all of our other officers;

our executive compensation policies and plans;

● implementing

and administering our incentive compensation equity-based remuneration plans;

management in complying with our proxy statement and annual report disclosure requirements;

all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;

a report on executive compensation to be included in our annual proxy statement;

evaluating and recommending changes, if appropriate, to the remuneration for directors.

charter also provide that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant,

legal counsel or other adviser and is directly responsible for the appointment, compensation and oversight of the work of any such adviser.

However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation

committee shall consider the independence of each such adviser, including the factors required by the Nasdaq and the SEC.

have also established a nominating committee of the board of directors, which consist of Messrs.

Xu Zhang, Hai Lin and Jun Liu.

Zhang serves as chairman of the Nomination committee.

The nominating committee is responsible for overseeing the selection of persons

to be nominated to serve on our board of directors.

The nominating committee considers persons identified by its members, management,

shareholders, investment bankers and others.

for Selecting Director Nominees

guidelines for selecting nominees, which are specified in the Nominating Committee Charter, generally provide that persons to be nominated:

have demonstrated notable or significant achievements in business, education or public service;

possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and bring a

range of skills, diverse perspectives and backgrounds to its deliberations;

have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the stockholders.

Nominating Committee will consider a number of qualifications relating to management and leadership experience, background and integrity

and professionalism in evaluating a person’s candidacy for membership on the board of directors.

The nominating committee may require

certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and

will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members.

The nominating

committee does not distinguish among nominees recommended by stockholders and other persons.

Committee Interlocks and Insider Participation

of our officers currently serves, and in the past year has not served, (i) as a member of the compensation committee or Board of Directors

of another entity, one of whose executive officers served on our compensation committee, or (ii) as a member of the compensation committee

of another entity, one of whose executive officers served on our Board of Directors.

We have adopted a Code of Ethics applicable to our directors, officers and employees.

We have filed a

copy of our form of Code of Ethics and the charters of

the audit committee, compensation committee and nominating committee as exhibits to the registration statement filed in connection

with our IPO prior to its effectiveness.

You will be able to review these documents by accessing our public filings at the SEC’s

web site at www.sec.gov .

In addition, a copy of the Code of Ethics will be provided without charge upon request from

We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form

Cayman Islands law, directors and officers owe the following fiduciary duties:

to act in good faith in what the director or officer believes to be in the best interests of the company as a whole;

to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;

should not improperly fetter the exercise of future discretion;

not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests;

to exercise independent judgment.

addition to the above, directors also owe a duty of care which is not fiduciary in nature.

This duty has been defined as a requirement

to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person

carrying out the same functions as are carried out by that director in relation to the company and the general knowledge skill and experience

which that director has.

set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing,

or to otherwise benefit as a result of their position.

However, in some instances what would otherwise be a breach of this duty can be

forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors.

This can be done by

way of permission granted in the amended and restated memorandum and articles of association or alternatively by shareholder approval

at general meetings.

of our directors and officers presently has, and in the future any of our directors and our officers may have additional, fiduciary or

contractual obligations to other entities pursuant to which such officer or director is or will be required to present acquisition opportunities

to such entity.

Accordingly, subject to his or her fiduciary duties under Cayman Islands law, if any of our officers or directors becomes

aware of an acquisition opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations,

he or she will need to honor his or her fiduciary or contractual obligations to present such acquisition opportunity to such entity,

and only present it to us if such entity rejects the opportunity.

Our amended and restated memorandum and articles of association provides

that, subject to his or her fiduciary duties under Cayman Islands law, we renounce our interest in any corporate opportunity offered

to any officer or director unless such opportunity is expressly offered to such person solely in his or her capacity as a director or

officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable

for us to pursue.

We do not believe, however, that any fiduciary duties or contractual obligations of our directors or officers would

materially undermine our ability to complete our business combination.

investors should also be aware of the following other potential conflicts of interest:

of our officers or directors is required to commit his or her full time to our affairs and, accordingly, may have conflicts of interest

in allocating his or her time among various business activities.

the course of their other business activities, our officers and directors may become aware of investment and business opportunities which

may be appropriate for presentation to us as well as the other entities with which they are affiliated.

Our management may have conflicts

of interest in determining to which entity a particular business opportunity should be presented.

sponsor, officers and directors have agreed to waive their redemption rights with respect to our founder shares, private placement shares

and public shares in connection with the consummation of our initial business combination.

Additionally, our sponsor, officers and directors

have agreed to waive their redemption rights with respect to their founder shares and private placement shares if we fail to consummate

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).

If we do not complete our initial business combination within such applicable

time period, the proceeds of the sale of the private placement units held in the trust account will be used to fund the redemption of

our public shares, and the private placement units and underlying securities will be worthless.

With certain limited exceptions, 50%

of the founder shares will not be transferable, assignable or salable by our sponsor until the earlier of (i) six months after the date

of the consummation of our initial business combination or (ii) the date on which the closing price of our ordinary shares equals or

exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days

within any 30-trading day period commencing after our initial business combination and the remaining 50% of the founder shares may not

be transferred, assigned or sold until six months after the date of the consummation of our initial business combination, or earlier,

in either case, if, subsequent to our initial business combination, we consummate a subsequent liquidation, merger, stock exchange or

other similar transaction which results in all of our shareholders having the right to exchange their ordinary shares for cash, securities

or other property.

With certain limited exceptions, the private placement units and underlying securities will not be transferable, assignable

or salable by our sponsor until 30 days after the completion of our initial business combination.

Since our sponsor and officers and

directors may directly or indirectly own ordinary shares, rights and warrants following the IPO, our officers and directors may have

a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial

business combination.

officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention

or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our

initial business combination.

conflicts described above may not be resolved in our favor.

Accordingly, as a result of multiple business affiliations, our officers

and directors may have similar legal obligations relating to presenting business opportunities meeting the above-listed criteria to multiple

Below is a table summarizing the entities to which our officers and directors currently have fiduciary duties or contractual

Individual (1)

Shaosen Cheng

Financial Group

Senior Advisor

Cyngus Equity

Investment Banking

Managing Director

Beijing Wanfeng

Xingye Investment Management Co., Ltd

Private Equity

Managing Partner

Red 13 Financial

Holdings (Hong Kong) Co., Ltd.

Private Equity

General Manager

Beijing Bochuang

Education Co., Ltd.

Education Services

of the entities listed in this table has priority and preference relative to our company

with respect to the performance by each individual listed in this table of his obligations

and the presentation by each such individual of business opportunities.

if any of the above officers or directors become aware of a business combination opportunity which is suitable for any of the above entities

to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations

to present such business combination opportunity to such entity, and only present it to us if such entity rejects the opportunity, subject

to his or her fiduciary duties under Cayman Islands law.

We do not believe, however, that any of the foregoing fiduciary duties or contractual

obligations will materially affect our ability to complete our initial business combination, because the specific focuses of a majority

of these entities differ from our focus and the type or size of the transaction that such companies would most likely consider are of

a size and nature substantially different than what we are targeting.

are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors.

In the event we seek to complete our initial business combination with such a company, we, or a committee of independent directors, would

obtain an opinion from an independent investment banking firm or another independent firm that commonly renders valuation opinions for

the type of company we are seeking to acquire or an independent accounting firm, that such an initial business combination is fair to

our company from a financial point of view.

the event that we submit our initial business combination to our public shareholders for a vote, our sponsor, officers and directors

have agreed, pursuant to the terms of a letter agreement entered into with us, to vote any founder shares and private placement shares

held by them (and their permitted transferees will agree) and any public shares purchased during or after the offering in favor of our

initial business combination.

on Liability and Indemnification of Officers and Directors

Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification

of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public

policy, such as to provide indemnification against willful default, fraud or the consequences of committing a crime.

Our amended and

restated memorandum and articles of association provides for indemnification of our officers and directors to the maximum extent permitted

by law, including for any liability incurred in their capacities as such, except through their own actual fraud or willful default.

may purchase a policy of directors’ and officers’ liability insurance that insures our officers and directors against the

cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers

and directors.

as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us

pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy

as expressed in the Securities Act and is therefore unenforceable.

16(a) Beneficial Ownership Reporting Compliance

16(a) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, requires our executive officers, directors, and persons

who beneficially own more than 10% of a registered class of our equity securities to file with the Securities and Exchange Commission

initial reports of ownership and reports of changes in ownership of our common stock and other equity securities.

These executive officers,

directors, and greater than 10% beneficial owners are required by SEC regulation to furnish us with copies of all Section 16(a) forms

filed by such reporting persons.

solely on our review of such forms furnished to us and written representations from certain reporting persons, we believe

that, during 2021, our directors, executive officers, and ten percent stockholders complied with all Section 16(a) filing

requirements except that the Form 3s for all our directors and officers were filed late due to administrative

Such Form 3s were filed on July 2, 2021.

Liu received his bachelor’s degree of Finance and Accounting from the Wuhan University in 1989 and received his Master of Business Administration degree from the Renmin University located in China in 1999.

His investment portfolios cover wide range of sectors, including TMT, education, clean energy, technology, and chemical industries.

Committees of Our Board of Directors

Our board of directors has established an audit committee, a compensation committee, and a nominating committee.

The composition and responsibilities of each of these committees of our board of directors are described below.

Members serve on these committees until their resignation or until otherwise determined by our board of directors.

Our board of directors may have or establish other committees as it deems necessary or appropriate from time to time.

Audit Committee

Our Audit Committee consists of Mr.

Belief Bi, Ms.

Maggie Wang, Ms.

Han Qin and Mr.

We have determined that each of them satisfies the “independence” requirements of Rule 5605(c)(2) of the Listing Rules of the Nasdaq and meet the independence standards under Rule 10A-3 under the Exchange Act, as amended.

We have also determined that Ms.

Maggie Wang qualifies as an “audit committee financial expert.” The chair of our Audit Committee is Ms.

The Audit Committee oversees our accounting and financial reporting processes and the audits of our financial statements.

The Audit Committee is responsible for, among other things:

establishing clear hiring policies for employees or former employees of the independent auditors;

reviewing and recommending to our Board of Directors for approval, the appointment, re-appointment or removal of the independent auditor, after considering our annual performance evaluation of the independent auditor;

approving the remuneration and terms of engagement of the independent auditor and pre-approving all auditing and non-auditing services permitted to be performed by our independent auditors at least annually;

obtaining a written report from our independent auditor describing matters relating to our independence and quality control procedures;

reviewing with the independent registered public accounting firm any audit problems or difficulties and management’s response;

discussing with our independent auditor, among other things, the audits of the financial statements, including whether any material information should be disclosed, issues regarding accounting and auditing principles and practices;

reviewing and approving all proposed related party transactions, as defined in Item 404 of Regulation S-K under the Securities Act;

reviewing and recommending the financial statements for inclusion within our quarterly earnings releases and to our Board of Directors for inclusion in our annual reports;

discussing the annual audited financial statements with management and the independent registered public accounting firm;

reviewing policies with respect to risk assessment and risk management;

reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any special steps taken to monitor and control major financial risk exposures;

periodically reviewing and reassessing the adequacy of the committee charter;

approving annual audit plans, and undertaking an annual performance evaluation of the internal audit function;

establishing and overseeing procedures for the handling of complaints and whistleblowing;

meeting separately and periodically with management, the internal auditors and the independent registered public accounting firm;

monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance;

reporting periodically to our Board of Directors;

such other matters that are specifically delegated to our audit committee by our Board of Directors from time to time.

Nominating and Corporate Governance Committee

Our Nominating Committee consists of Mr.

Belief Bi, Ms.

Maggie Wang, Ms.

Han Qin and Mr.

The Nominating Committee is responsible for overseeing the selection of persons to be nominated to serve on our Board of Directors.

The Nominating Committee considers persons identified by its members, management, stockholders, investment bankers and others.

The guidelines for selecting nominees, which are specified in the Nominating Committee Charter, generally provide that persons to be nominated:

should have demonstrated notable or significant achievements in business, education or public service;

should possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and bring a range of skills, diverse perspectives and backgrounds to its deliberations;

should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the stockholders.

The Nominating Committee will consider a number of qualifications relating to management and leadership experience, background and integrity and professionalism in evaluating a person’s candidacy for membership on the board of directors.

The nominating committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members.

The nominating committee does not distinguish among nominees recommended by stockholders and other persons.

Compensation Committee

Our Compensation Committee consists of Mr.

Belief Bi, Ms.

Maggie Wang, Ms.

Han Qin and Mr.

The chair of our compensation committee is Mr.

The principal functions of the compensation committee include:

reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer’s based on such evaluation;

reviewing and approving the compensation of all of our other officers;

reviewing our executive compensation policies and plans;

implementing and administering our incentive compensation equity-based remuneration plans;

assisting management in complying with our proxy statement and annual report disclosure requirements;

approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;

producing a report on executive compensation to be included in our annual proxy statement;

reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

The compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser.

However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by the Nasdaq and the SEC.

Family Relationships

No family relationships existed among any of our directors or executive officers.

Code of Ethics

We have adopted a “Code of Ethics” as defined by regulations promulgated under the Securities Act of 1933, as amended, and the Exchange Act that applies to all of our directors and employees, including our principal executive officer, principal financial officer and principal accounting officer.

Section 16(A) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who beneficially own more than ten percent of a registered class of our equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities.

Officers, directors and greater than ten percent beneficial owners are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.

To our knowledge, based solely on our review of Forms 3, 4 and 5, and any amendments thereto, furnished to us or written representations that no Form 5 was required, we believe that during the fiscal year ended December 31, 2022, all filing requirements applicable to our executive officers and directors under the Exchange Act were met in a timely manner.

Executive Compensation.

of our officers or directors have received any cash or non-cash compensation for services rendered to us.

No compensation or fees of any kind, including finder’s, consulting fees and other similar fees, will be paid to our founders, members of our management team or their respective affiliates, for services rendered prior to, or in order to effectuate the consummation of, our initial business combination (regardless of the type of transaction that it is).

Commencing on the date that

our securities are first listed on the NASDAQ through the earlier of consummation of our initial business combination and our liquidation,

we will pay an affiliate of our sponsor a total of $10,000 per month for office space, administrative and support services.

officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection

with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.

Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers, directors or our or their

the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting,

management or other fees from the combined company.

All of these fees will be fully disclosed to shareholders, to the extent then known,

in the tender offer materials or proxy solicitation materials furnished to our shareholders in connection with a proposed business combination.

It is unlikely the amount of such compensation will be known at the time such materials are distributed, because the directors of the

post-combination business will be responsible for determining officer and director compensation.

Any compensation to be paid to our officers

will be determined by a compensation committee constituted solely by independent directors.

do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation

of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment

or consulting arrangements to remain with us after the initial business combination.

The existence or terms of any such employment or

consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting

a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business

combination will be a determining factor in our decision to proceed with any potential business combination.

We are not party to any

agreements with our officers and directors that provide for benefits upon termination of employment.

Compensation Table

following summary compensation table sets forth the compensation earned by our named executive officers for the years ended December 31,

2021 and 2022.

Chairman of the Board of Directors

Guohui Kang (1)

Director, Chief Executive Officer

Chief Financial Officer

Guolong Qi (1)

Chief Operating Officer

Jianbo Zhou (1)

Chief Technology Officer

Independent Director

Served on the position

since September 16, 2022;

Resigned from his position

on February 2023;

Resigned from her position

on February 2023;

Jun Liu previously

served as an independent director of Golden Path from June 24, 2021 to September 16, 2022.

Guohui Kang, Ms.

Bei Zhen, Mr.

Guolong Qi and Mr.

Jianbo Zhou will be provided with the following salary:

(a) an annual base salary in cash of $53,499.8, $35,666.5,

$53,499.8 and $27,641.6, respectively;

and (b) during the executive’s term, the Company will reimburse for all reasonable out-of-pocket

travel expenses incurred by them in attending any in-person meetings, provided that they comply with the generally applicable policies,

practices and procedures of the Company for submission of expense reports, receipts or similar documentation of such expenses.

have no arrangements for the remuneration of our independent directors, except that they will be entitled to receive reimbursement for

actual, demonstrable out-of-pocket expenses, including travel expenses, if any.

No compensation was paid to our independent directors

during the year ended December 31, 2022.

Company’s management members may receive additional compensation as determined by the Board.

entered into employment agreements with our executive directors and officers.

had no outstanding equity awards as of the end of fiscal years ended December 31, 2021 and 2022.

Exercises and Fiscal Year-End Option Value Table

were no stock options exercised during fiscal years ended December 31, 2021 and 2022 by the executive officers.

Equity Awards at Fiscal Year End

equity awards were outstanding as of the year ended December 31, 2022.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

following table sets forth information regarding the beneficial ownership of our shares of common stock as of March 8, 2022 by:

person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock;

of our officers and directors;

of our officers and directors as a group.

Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment

power with respect to all shares of common stock beneficially owned by them.

The following table does not reflect beneficial ownership

of the warrants or rights offered in the IPO or the private warrants and private rights included in the private placement as the

warrants are not exercisable and the rights are not convertible within 60 days of the date of this Form 10-K.

As our IPO registration

statement and Form 8A were not declared effective by the SEC until June 21, 2021, we were not a filing company under the Securities

and Exchange Act of 1934, as amended until June 21, 2021.

As of March 8, 2022, there were 7,458,000 ordinary shares (assuming all

of the ordinary shares are separated from the units) issued and outstanding and upon which we base the information in the table

The table below sets forth information, as of December 31, 2022, with respect to the beneficial ownership of our ordinary shares by:

(a) each named executive officer, each of our directors, and our directors and executive officers as a group;

and (b) each person or entity known by us to own beneficially more than 5% of our ordinary shares (by number and by voting power).

Ordinary Shares

Name and Address of Beneficial Owner

Ownership (2)(3)

Percentage of

Shares (2)(3)

Greenland Asset Management Corporation (4)

Shaosen Cheng (5)

Zhiguo Zhang (5)

Shifang Wan (5)

Teddy Zheng (5)

All directors and officers as a group (5 individuals)

Karpus Investment Management (6)

Lighthouse Investment Partners, LLC (7)

ATW SPAC MANAGEMENT LLC (8)

Boothbay Fund Management, LLC (9)

WEISS ASSET MANAGEMENT LP (10)

Space Summit Capital LLC (11)

otherwise indicated, the business address of each of the individuals is 100 Park Avenues, New York, NY 10017.

on an aggregate of 7,458,000 ordinary shares which would be issued and outstanding upon the split of the Company’s units into its

component parts.

the 270,500 private shares underlying the private placement units purchased by the Company’s sponsor simultaneously with the consummation of the Company’s

(4) Represents

shares held by our sponsor.

Each of our officers and directors is a shareholder of our sponsor;

however, only our Chairman and Chief

Financial Officer have voting securities in our sponsor and are the sole directors of our sponsor.

The address for our sponsor is No.

1203, Unit 3, building 10, Yangzhuangbeili, Tongzhou district, Beijing, China.

individual does not beneficially own any of the Company’s ordinary shares.

However, such individual has a pecuniary interest in

the Company’s ordinary shares through his ownership of shares of the Company’s sponsor.

on a Schedule 13G filed with the SEC on February 14, 2022.

The entity’s address is 183 Sully’s Trail, Pittsford, New York

on a Schedule 13G filed with the SEC on February 14, 2022.

The entity’s address is 3801 PGA Boulevard, Suite 500, Palm Beach Gardens,

on a Schedule 13G filed with the SEC on February 14, 2022.

The entity’s address is 7969 NW 2nd Street, #401, Miami, Florida 33126.

on a Schedule 13G filed with the SEC on February 4, 2022.

The entity’s address is 140 East 45th Street, 14th Floor, New York, NY

on a Schedule 13G filed with the SEC on September 17, 2021.

The entity’s address is 222 Berkeley St., 16th floor, Boston, Massachusetts

on a Schedule 13G/A filed with the SEC on June 29, 2021.

The entity’s address is 15455 Albright Street, Pacific Palisades, CA 90272.

Company’s sponsor, officers and Mr.

Tiger Zhang are deemed to be the Company’s “promoters” as such term is defined

under the federal securities laws.

Zhang is a member of the Company’s sponsor and has provided services related to the Company’s

formation and its IPO.

Zhang received membership interests in the Company’s sponsor, as compensation for such services, such

membership interests reflect pecuniary interest in approximately 50,000 founder shares.

Executive Officers and Directors

Guohui Kang (1)

Wei Peng (3)*

All Executive Officers and Directors as a group

5% or Greater Holders

Best Road Holdings Limited (3)

Tiger Initiative Investment Ltd (4)

Super plus Holding Limited (5)

Import & Export Guojin Development Co., Ltd (1)

Wu Yue Investment Ltd (6)

Lucky monkey Holding Limited (7)

Sensegain Prosperity Holding Limited (8)

Innovation Spark Technology Limited (9)

on 50,812,035 shares of common stock, par value $0.0001 per share, outstanding as of March

Import & Export Guojin Development Co., Ltd is the record holder of our ordinary shares.

Guohui Kang, as the sole director and sole shareholder of Import & Export Guojin Development Co., Ltd, has voting and investment discretion over these shares and therefore may be deemed to beneficially own such shares.

Brilliantrf Holdings Limited is the record holder of our ordinary shares.

Jianbo Zhou, as the sole director and sole shareholder of Brilliantrf Holdings Limited, has voting and investment discretion over these shares and therefore may be deemed to beneficially own such shares.

Best Road Holdings Limited is the record holder of our ordinary shares.

Wei Peng, as the sole director and sole shareholder of Best Road Holdings Limited, has voting and investment discretion over these shares and therefore may be deemed to beneficially own such shares.

Zongge Zhang, as the sole director and sole shareholder of Tiger Initiative Investment Ltd, has voting and investment discretion over these shares and therefore may be deemed to beneficially own such shares.

Shuyuan Xu, as the sole director and sole shareholder of Super plus Holding Limited, has voting and investment discretion over these shares and therefore may be deemed to beneficially own such shares.

Hao Wu, as the sole director and sole shareholder of Wu Yue Investment Ltd, has voting and investment discretion over these shares and therefore may be deemed to beneficially own such shares.

Jiahui Lu, as the sole director and sole shareholder of Lucky monkey Holding Limited, has voting and investment discretion over these shares and therefore may be deemed to beneficially own such shares.

Minwen Wu, as a beneficial owner of Sensegain Prosperity Holding Limited, has voting and investment discretion over these shares.

Feirong Hu, as the sole director and sole shareholder of Innovation Spark Technology Limited, has voting and investment discretion over these shares and therefore may be deemed to beneficially own such shares.

Resigned from his/her positions on February 3, 2023.

Certain Relationships and Related Transactions, and Director Independence.

January 6, 2021, our sponsor purchased 1,150,000 founder shares for an aggregate purchase price of $25,000, or approximately $0.02 per

We issued an additional 287,500 founder shares (at $.0.02 per share) to our sponsor as adjustment of the founder shares in anticipation

of the increased offering size from $40,000,000 to $50,000,000 of gross proceeds.

sponsor has purchased an aggregate of 270,500 units at a price of $10.00 per unit (consisting of 270,500 units in a private placement

that will close simultaneously with the closing of the initial public offering).

Each unit consists of one private placement 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 an initial business combination, and one private placement warrant.

Each private placement warrant entitles the holder upon exercise

to purchase one-half of one ordinary share at a price of $11.50 per whole share.

The private placement units (including the underlying

securities) may not, subject to certain limited exceptions, be transferred, assigned or sold by it until 30 days after the completion

of our initial business combination.

entered into an Administrative Services Agreement with Greenland Asset Management Corporation, an affiliate of our sponsor, pursuant

to which we will pay a total of $10,000 per month for office space, administrative and support services to such affiliate.

Upon completion

of our initial business combination or our liquidation, we will cease paying these monthly fees.

Accordingly, in the event the consummation

of our initial business combination takes the maximum 21 months, an affiliate of our sponsor will be paid a total of $210,000 ($10,000

per month) for office space, administrative and support services and will be entitled to be reimbursed for any out-of-pocket expenses.

sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in

connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business

combinations.

Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers, directors or

our or their affiliates and will determine which expenses and the amount of expenses that will be reimbursed.

There is no cap or ceiling

on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.

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.

As of December 31,

2021, the note was fully repaid with no outstanding balance.

addition, in order to finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate

of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required.

If we complete

an initial business combination, we would repay such loaned amounts.

In the event that the initial business combination does not close,

we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust

account would be used for such repayment.

Up to $1,500,000 of such loans may be convertible into units at a price of $10.00 per unit

(which, for example, would result in the holders being issued 165,000 ordinary shares if $1,500,000 of notes were so converted (including

15,000 shares upon the closing of our initial business combination in respect of 150,000 rights included in such units), as well as 150,000

warrants to purchase 75,000 shares) at the option of the lender.

The units would be identical to the placement units issued to the initial

The terms of such loans by our officers and directors, if any, have not been determined and no written agreements exist with

respect to such loans.

We do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not

believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our

trust account.

As of December 31, 2021 and 2020, we had temporary advances of $164,740

and $36,784 from a related party, respectively.

The balance is unsecured, interest-free and has no fixed terms of repayment.

have adopted a code of ethics requiring us to avoid, wherever possible, all conflicts of interests, except under guidelines or resolutions

approved by our Board of Directors (or the appropriate committee of our board) or as disclosed in our public filings with the SEC.

our code of ethics, conflict of interest situations will include any financial transaction, arrangement or relationship (including any

indebtedness or guarantee of indebtedness) involving the company.

A form of the code of ethics was filed as an exhibit to the registration

statement for our IPO as filed with the SEC.

addition, our audit committee, pursuant to a written charter, will be responsible for reviewing and approving related party transactions

to the extent that we enter into such transactions.

An affirmative vote of a majority of the members of the audit committee present at

a meeting at which a quorum is present will be required in order to approve a related party transaction.

A majority of the members of

the entire audit committee will constitute a quorum.

Without a meeting, the unanimous written consent of all of the members of the audit

committee will be required to approve a related party transaction.

A form of the audit committee charter was filed as an exhibit to the

registration statement for our IPO.

We also require each of our directors and executive officers to complete a directors’ and officers’

questionnaire that elicits information about related party transactions.

NASDAQ listing standards require that a majority of our Board of Directors be independent.

An “independent director” is defined

generally as a person who has no material relationship with the listed company (either directly or as a partner, shareholder or officer

of an organization that has a relationship with the company).

Upon the effectiveness of the registration statement for our IPO, we have

two “independent directors” as defined in the NASDAQ listing standards and applicable SEC rules prior to completion of the

Our board has determined that each of Messrs.

Xu Zhang and Hai Lin and Jun Liu are independent directors under applicable SEC and

NASDAQ rules.

Our independent directors will have regularly scheduled meetings at which only independent directors are present.

PRINCIPAL ACCOUNTING FEES AND SERVICES.

following is a summary of fees paid or to be paid to Friedman LLP, for services rendered.

Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and

services that are normally provided by Friedman LLP in connection with regulatory filings.

The aggregate fees billed by Friedman LLP

for professional services rendered for the audit of our annual financial statements, review of the financial information and other required

filings with the SEC for the year ended December 31, 2021 totaled $65,000.

The above amounts include interim procedures and audit fees,

as well as attendance at audit committee meetings.

Audit-Related

Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance

of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest

services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards.

did not pay Friedman LLP for consultations concerning financial accounting and reporting standards for the year ended December 31, 2021.

We did not pay Friedman LLP for tax planning and tax advice for year ended December 31, 2021 .

We did not pay Friedman LLP for other services for the year ended December 31, 2021.

audit committee was formed upon the consummation of our IPO on June 24, 2021.

As a result, the audit committee did not pre-approve all

of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of

Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all

auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject

to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to

the completion of the audit).

EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

following documents are filed as part of this Form 10-K:

(1) Financial

Report of Independent Registered Public Accounting Firm – Friedman LLP

Consolidated Balance Sheets

Consolidated Statement of Operations

Consolidated Statements of Changes in Shareholders’ Deficit

Statements of Cash Flows

to Consolidated Financial Statements

(2) Financial

Statement Schedules:

Underwriting Agreement, dated June 21, 2021, by and between the Registrant and Ladenburg Thalmann & Co., Inc., as representative of the underwriters***

Merger Agreement dated as of September 10, 2021 by and among MC Hologram Inc., Golden Path Acquisition Corporation and Golden Path Merger Sub Corp.****

Amended and Restated Memorandum of Association.**

Amended and Restated Articles of Association.**

Warrant Agreement, dated June 21, 2021, by and between Vstock Transfer LLC and the Registrant.***

Rights Agreement, dated June 21, 2021, by and between Vstock Transfer LLC and the Registrant.***

Description of Securities

Amended and Restated Promissory Note, dated as of December 19, 2020, issued to Greenland Asset Management Corporation.**

Insider Letter Agreement, dated June 21, 2021, by and between the Registrant, Ladenburg Thalmann & Co., Inc.

and each of the initial stockholders, officers and directors of the Registrant.***

Investment Management Trust Agreement, dated June 21, 2021, by and between Wilmington Trust, National Association and the Registrant.***

Registration Rights Agreement, dated June 21, 2021, by and between the Registrant and the Sponsor, Greenland Asset Management Corporation, a British Virgin Islands company.***

Securities Subscription Agreement, dated December 18, 2020, between the Registrant and Greenland Asset Management Corporation.**

Private Placement Unit Subscription dated as of June 16, 2022 between Golden Path Acquisition Corporation and Greenland Asset Management Corporation.***

Form of Indemnity Agreement.**

Form of Administrative Services Agreement, by and between the Registrant and Greenland Asset Management Corporation.**

Registration Rights Agreement dated as of September 10, 2021 by and among Golden Path Acquisition Corporation and the Holders named therein.****

Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Transactions with Related Parties

do not have related party transactions during the fiscal year ended December 31, 2022.

Director Independence

Our board of directors has undertaken a review of the independence of each director.

Belief Bi, Maggie Wang, Han Qing and Jun Liu are all non-employee directors, all of whom our Board has determined to be independent pursuant to Nasdaq rules.

All of the members of our Audit Committee, Nominating Committee and Compensation Committee are independent pursuant to Nasdaq rules.

Principal Accountant Fees and Services.

following table represents the aggregate fees from our current principal accounting firm, Assentsure PAC and former principal accounting

firm, Friedman LLP for the years ended December 31, 2021 and 2022, respectively.

Audit Related Fees

All other fees

Audit Fees — This category includes the audit of our annual financial statements and services that are normally provided by the independent auditors in connection with engagements for those fiscal years.

Audit-Related Fees — This category consists of assurance and related services by the independent auditors that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under “Audit Fees”.

Tax Fees — This category consists of professional services rendered by the Company’s independent registered public accounting firm for tax compliance and tax advice.

The services for the fees disclosed under this category include tax return preparation and technical tax advice.

All Other Fees — This category consists of fees for other miscellaneous items.

Pre-Approval Policies and Procedures

All of the services rendered to us by our independent registered public accountants were pre-approved by the Audit Committee.

Exhibits, Financial Statement Schedules.

We have filed the following documents as part of this Annual Report on Form 10-K:

Consolidated Financial Statements

The audited balance sheets of the Company as of December 31, 2022, the related statements of operations and comprehensive income, changes in stockholders’ equity and cash flows for the year then ended, the footnotes thereto, and the report of Assentsure PAC, independent auditors, are filed herewith.

Financial Statement Schedules:

The documents set forth below are filed herewith or incorporated herein by reference to the location indicated.

Incorporated by Reference

Business combination and Merger Agreement dated as of September 10, 2021 by and among MC Hologram, Inc., Golden Path Acquisition Corporation and Golden Path Merger Sub Corporation

September 13, 2021

First Amendment to the Business Combination and Merger Agreement dated as of August 5, 2022

September 22, 2022

Second Amendment to the Business Combination and Merger Agreement dated as of August 10, 2022

September 22, 2022

MicroCloud Hologram Inc.

Amended and Restated Articles of Incorporation

September 22, 2022

Specimen Ordinary Share Certificate

September 22, 2022

Specimen Warrant Certificate

September 22, 2022

Warrant Agreement between VStock Transfer LLC and Golden Path Acquisition Corporation

September 22, 2022

Form of Lock-Up Agreement

September 22, 2022

Form of Indemnification Agreement

September 22, 2022

Form of Registration Rights Agreement

September 22, 2022

Form of Non-Competition and Non-Solicitation Agreements

September 22, 2022

Form of Employment Agreement between the Registrant and each of its executive directors and officers

Form of Director Offer Letter between the Registrant and each of its independent directors

List of Subsidiaries

Power of Attorney (reference is made to the signature page hereto).

Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Executive Officer pursuant to 18 U.S.C.

2 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

with this Form 10-K

** Previously

filed with the Securities and Exchange Commission as an exhibit to our Form S-1 as filed on June 11, 2021 and declared effective on June

*** Previously

filed as an exhibit to our Form 8-K as filed with the Securities and Exchange Commission on June 24, 2021

**** Previously

filed as an exhibit to our Form 8-K as filed with the Securities and Exchange Commission on September 13, 2021

PATH ACQUISITION CORPORATION

TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets

Consolidated Statements of Operations and Comprehensive Loss

Consolidated Statements of Changes in Shareholders’ Deficit

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Board of Directors and Shareholders of

Path Acquisition Corporation

on the Financial Statements

have audited the accompanying consolidated balance sheets of Golden Path Acquisition Corporation (the “Company”) as of December

31, 2021, and the related consolidated statements of operations and comprehensive loss, changes in shareholders’ deficit, and

cash flows ended December 31, 2021 and related notes (collectively referred to as the “financial statements”).

In our opinion,

the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December

31, 2021, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2021,

in conformity with accounting principles generally accepted in the United States of America.

These financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)

and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards

of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements

are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform

an audit of its internal control over financial reporting.

As part of our audit we are required to obtain an understanding of internal

control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal

control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

have served as the Company’s auditor since 2021.

York, New York

PATH ACQUISITION CORPORATION

BALANCE SHEETS

expressed in United States Dollars (“US$”), except for number of shares)

Current assets:

Prepayments, deposits, and other receivables

Total current assets

Cash and investments held in trust account

Deferred offering costs

LIABILITIES, TEMPORARY EQUITY

AND SHAREHOLDERS’ DEFICIT

Current liabilities:

Accrued liabilities

Promissory note-related party

Amount due to a related party

Total current liabilities

Warrant liabilities

Deferred underwriting compensation

TOTAL LIABILITIES

Commitments and contingencies

Ordinary shares, subject to redemption:

5,750,000 and 0 as of December 31, 2021 and 2020, respectively (at redemption value of $10.10 and $0 per share)

Shareholders’ Deficit:

Ordinary shares, $ 0.0001 par value;

500,000,000 shares authorized;

1,708,000 and 10 shares issued and outstanding (excluding 5,750,000 and 0 shares subject to possible redemption)

Accumulated other comprehensive income

Accumulated deficit

( 2,139,700 )

Total Shareholders’ Deficit

( 2,139,108 )

TOTAL LIABILITIES, TEMPORARY EQUITY AND SHAREHOLDERS’ DEFICIT

accompanying notes to consolidated financial statements.

PATH ACQUISITION CORPORATION

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

expressed in United States Dollars (“US$”), except for number of shares)

Formation, general and administrative expenses

Total operating expenses

Other income (expense):

Change in fair value of warrant liabilities

Dividend income

Total other expense, net

Loss before income taxes

$ ( 740,299 )

Other comprehensive income:

Change in unrealized gain on available-for-sales securities

COMPREHENSIVE LOSS

$ ( 739,878 )

Basic and diluted weighted average shares outstanding, ordinary share subject to possible redemption

Basic and diluted net income

(loss) per share, ordinary share subject to possible redemption

Basic and diluted weighted average shares outstanding, ordinary share attributable to Golden Path Acquisition Corporation

Basic and diluted net loss per share, ordinary share attributable to Golden Path Acquisition Corporation

accompanying notes to consolidated financial statements.

PATH ACQUISITION CORPORATION

STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT

expressed in United States Dollars (“US$”), except for number of shares)

Ordinary shares

Additional paid-in

other comprehensive

Total shareholders’

Balance as of January 1, 2020

Net loss for the year

Balance as of December 31, 2020

Redemption of shares

Issuance of shares to the founders

Sale of units in initial public offering

Sale of units to the founder in private placement

Offering costs

( 2,887,500 )

Warrant liabilities

Initial classification of ordinary shares subject to possible redemption

( 5,750,000 )

( 56,848,222 )

( 56,848,797 )

Allocation of offering costs to ordinary share subject to possible redemption

Accretion of carrying value to redemption value

( 2,723,330 )

( 1,359,734 )

( 4,083,064 )

Unrealized holding gain on available-for-sales securities

Net loss for the year

Balance as of December 31, 2021

$ ( 2,139,700 )

$ ( 2,139,108 )

accompanying notes to consolidated financial statements.

PATH ACQUISITION CORPORATION

STATEMENTS OF CASH FLOWS

expressed in United States Dollars (“US$”), except for number of shares)

Cash flows from operating activities

$ ( 740,299 )

Adjustments to reconcile net loss to net cash used in operating activities

Change in fair value of warrant liabilities

Change in operating assets and liabilities:

Increase in prepayments, deposit, and other receivables

Increase in accrued liabilities

Net cash used in operating activities

Cash flows from investing activities

Proceeds deposited in Trust Account

( 58,076,642 )

Net cash used in investing activities

( 58,076,642 )

Cash flows from financing activities

Proceeds from issuance of shares to founders

Proceeds from public offering

Proceeds from private placements to a related party

Payment of offering costs

( 1,421,000 )

Repayment of promissory note

Advances from a related party

Proceeds from promissory note

Net cash provided by financing activities

NET CHANGE IN CASH AND CASH EQUIVALENT

Cash and cash equivalent, beginning of year

Cash and cash equivalent, end of year

SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES:

Initial classification of ordinary shares subject to possible redemption

Allocation of offering costs to ordinary share subject to redemption

Accretion of carrying value to redemption value

Initial recognition of warrant liabilities

Accrued underwriting compensation

Deferred offering costs included in accrued offering costs

accompanying notes to consolidated financial statements.

PATH ACQUISITION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

1 – ORGANIZATION AND BUSINESS BACKGROUND

Path Acquisition Corporation (“Golden Path” or the “Company”) is a blank check company incorporated in the Cayman

Islands on May 9, 2018.

The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase,

reorganization, or similar business combination with one or more businesses (“Business Combination”).

Although the Company

is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends

to focus on businesses that have a connection to the Asian market.

The Company is an early stage and emerging growth company and, as

such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

Company’s entire activity from inception up to June 24, 2021 was in preparation for the initial public offering.

Since the consummation

of initial public offering, the Company’s activity has been limited to the evaluation of business combination candidates.

has selected December 31 as its fiscal year end.

Path Merger Sub Corporation (“Merger Sub”) is a company incorporated in the Cayman Islands for the purpose of effecting the

Business Combination and to serve as the vehicle for, and be subsumed by, MC Hologram Inc.

(“MC”), pursuant to the Merger

with MC, Merger Sub is wholly owned by Golden Path.

registration statement for the Company’s initial public offering (the “Initial Public Offering” as described in Note

4) was declared effective by the United States Securities and Exchange Commission (the “SEC”) on June 21, 2021.

2021, the Company consummated the Initial Public Offering of 5,750,000 ordinary units (the “Public Units”), which includes

the full exercise by the underwriter of its over-allotment option in the amount of 750,000 Public Units, at $ 10.00 per Public Unit, generating

gross proceeds of $ 57,500,000 .

Simultaneously

with the closing of the Initial Public Offering, the Company consummated the sale of 270,500 units (the “Private Units”)

at a price of $ 10.00 per Private Unit in a private placement to Greenland Asset Management Corporation (the “Sponsor”), generating

gross proceeds of $ 2,705,000 , which is described in Note 5.

costs amounted to $ 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 December 31, 2021, cash of $ 48,955 was held outside of the Trust Account and is available for the

payment of offering costs and for working capital purposes.

the closing of the Initial Public Offering and the private placement, $ 58,075,962 was placed in a trust account (the “Trust Account”)

with Wilmington Trust, National Association acting as trustee.

The funds held in the Trust Account can be invested in United States government

treasury bills, bonds or notes, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule

2a-7 promulgated under the Investment Company Act until the earlier of (i) the consummation of the Company’s initial Business Combination

and (ii) the Company’s failure to consummate a Business Combination within 21 months from the closing of the Public Offering.

funds in the Trust Account may not protect those funds from third party claims against the Company.

Although the Company will seek to

have all vendors, service providers, prospective target businesses or other entities it engages, execute agreements with the Company

waiving any claim of any kind in or to any monies held in the Trust Account, there is no guarantee that such persons will execute such

The remaining net proceeds (not held in the Trust Account) may be used to pay for business, legal and accounting due diligence

on prospective acquisitions and continuing general and administrative expenses.

Additionally, the interest earned on the Trust Account

balance may be released to the Company to pay the Company’s tax obligations.

PATH ACQUISITION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering

and sale of the Private Units, although substantially all of the net proceeds are intended to be applied generally toward consummating

a Business Combination.

NASDAQ rules provide that the Business Combination must be with one or more target businesses that together have

a fair market value equal to at least 80% of the balance in the Trust Account (as defined below) (less any deferred underwriting commissions

and taxes payable on interest earned) at the time of the signing of an agreement to enter into a Business Combination.

The Company will

only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting

securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register

as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

assurance that the Company will be able to successfully effect a Business Combination.

Company will provide its shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a

Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means

of a tender offer.

In connection with an Initial Business Combination, the Company may seek shareholder approval of a Business Combination

at a meeting called for such purpose at which shareholders may seek to redeem their shares, regardless of whether they vote for or against

a Business Combination.

The Company will proceed with a Business Combination only if the Company has net tangible assets of at least

$ 5,000,001 upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the outstanding

shares voted are voted in favor of the Business Combination.

Notwithstanding

the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the

tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association provides that a public shareholder,

together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group”

(as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted

from seeking redemption rights with respect to 15% or more of the Public Shares without the Company’s prior written consent.

a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the

Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, offer such redemption pursuant to the tender

offer rules of the Securities and Exchange Commission, and file tender offer documents containing substantially the same information

as would be included in a proxy statement with the SEC prior to completing a Business Combination.

shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially

$ 10.10 per Public Share, subject to increase of up to an additional $ 0.30 per Public Share in the event that the Sponsor elects to extend

the period of time to consummate a Business Combination (see below), plus any pro rata interest earned on the funds held in the Trust

Account and not previously released to the Company to pay its tax obligations).

The per-share amount to be distributed to shareholders

who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter (as

discussed in Note 10).

There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s

rights or warrants.

The ordinary shares will be recorded at redemption value and classified as temporary equity upon the completion of

the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing

Liabilities from Equity.”

Sponsor and any of the Company’s officers or directors that may hold Founder Shares (as defined in Note 6) (the “shareholders”)

and the underwriters will agree (a) to vote their Founder Shares, the ordinary shares included in the Private Units (the “Private

Shares”) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination, (b) not

to propose an amendment to the Company’s Amended and Restated Memorandum and Articles of Association with respect to the Company’s

pre-Business Combination activities prior to the consummation of a Business Combination unless the Company provides dissenting public

shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment;

(including the Founder Shares) and Private Shares into the right to receive cash from the Trust Account in connection with a shareholder

vote to approve a Business Combination (or to sell any shares in a tender offer in connection with a Business Combination if the Company

does not seek shareholder approval in connection therewith) or a vote to amend the provisions of the Amended and Restated Memorandum

and Articles of Association relating to shareholders’ rights of pre-Business Combination activity and (d) that the Founder Shares

and Private Shares shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated.

However, the shareholders will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased

during or after the Initial Public Offering if the Company fails to complete its Business Combination.

PATH ACQUISITION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

September 10, 2021, Golden Path entered into a merger agreement (the “Merger Agreement”), which provides for a Business Combination

between Golden Path and MC Hologram Inc.

Pursuant to the Merger Agreement, the Business Combination will be effected as a stock transaction

and is intended to be qualified as a tax-free reorganization.

The Merger Agreement is by and among Golden Path, Merger Sub, and MC, a

Cayman Islands limited liability company as the representative of MC’s stockholders.

The aggregate consideration for the Acquisition

Merger is $ 450,000,000 , payable in the form of 44,554,455 newly issued shares of ordinary share of Merger Sub (“Merger Sub Ordinary

Share”) valued at $ 10.10 per share.

the closing of the Business Combination, the former Golden Path shareholders will receive the consideration specified below and the former

MC stockholders will receive an aggregate of 44,554,455 shares of Merger Sub Ordinary Share.

Company will have until June 23, 2022 to consummate a Business Combination.

However, if the Company anticipates that it may not be able

to consummate a Business Combination within 12 months, the Company may extend the period of time to consummate a Business Combination

up to nine times, each by an additional month (for a total of 21 months to complete a Business Combination (the “Combination Period”).

In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliate or designees

must deposit into the Trust Account $ 191,667 (approximately $0.033 per Public Share), up to an aggregate of $ 1,725,000 , or $ 0.30 per

Public Share, on or prior to the date of the applicable deadline, for each one month extension.

Any funds which may be provided to extend

the time frame will be in the form of a loan to us from our sponsor.

The terms of any such loan have not been definitely negotiated,

provided, however, any loan will be interest free and will be repayable only if we compete a business combination.

the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except

for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem 100% of

the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account,

including interest earned (net of taxes payable and less interest to pay dissolution expenses up to $ 50,000 ), divided by the number of

then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including

the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible

following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, proceed

to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide

for claims of creditors and the requirements of applicable law.

The underwriter has agreed to waive its rights to the deferred underwriting

commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period

and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption

of the Public Shares.

In the event of such distribution, it is possible that the per share value of the assets remaining available for

distribution will be less than the Initial Public Offering price per Unit ($ 10.00 ).

Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a vendor for services rendered or products

sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce

the amounts in the Trust Account to below (i) $10.10 per share or (ii) such lesser amount per Public Share held in the Trust Account

as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, except as to any claims by

a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s

indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities

Act of 1933, as amended (the “Securities Act”).

In the event that an executed waiver is deemed to be unenforceable against

a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims.

The Company will seek

to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have

all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements

with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

PATH ACQUISITION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

2 – SIGNIFICANT ACCOUNTING POLICIES

of presentation

accompanying consolidated financial statements have been prepared in U.S.

Dollars in conformity with generally accepted accounting principles

in the United States of America (“U.S.

GAAP”) for financial information pursuant to the rules and regulations of the Securities

and Exchange Commission.

In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that

are necessary to present fairly the financial position, and the results of its operations and its cash flows.

of consolidation

consolidated financial statements include the financial statements of the Company and its subsidiary.

All significant intercompany transactions

and balances between the Company and its subsidiary are eliminated upon consolidation.

are those entities in which the Company, directly or indirectly, controls more than one half of the voting power;

or has the power to

govern the financial and operating policies, to appoint or remove the majority of the members of the board of directors, or to cast a

majority of votes at the meeting of directors.

accompanying consolidated financial statements reflect the activities of the Company and the following entity:

Schedule of accompanying consolidated financial

Golden Path Merger Sub

A Cayman Islands company

Incorporated on August 19, 2021

100% Owned by Golden Path

PATH ACQUISITION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

growth company

Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our

Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements

that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required

to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding

executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory

vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting

standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do

not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements

that apply to non-emerging growth companies but any such election to opt out is irrevocable.

The Company has elected not to opt out of

such extended transition period which means that when a standard is issued or revised and it has different application dates for public

or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies

adopt the new or revised standard.

This may make comparison of the Company’s consolidated financial statements with another public

company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition

period difficult or impossible because of the potential differences in accounting standards used.

preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect

the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial

statements and the reported amounts of revenues and expenses during the reporting period.

estimates requires management to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect of

a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered

in formulating its estimate, could change in the near term due to one or more future confirming events.

Accordingly, the actual results

could differ significantly from those estimates.

and cash equivalents

Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company did not have any cash equivalents as of December 31, 2021 or 2020.

and investments held in trust account

December 31, 2021, the assets held in the Trust Account are US Treasury securities.

Investment securities in the Company’s

Trust Account consisted of $ 58,077,063 and $ 0 in United States Treasury Bills as of December 31, 2021 and 2020, respectively.

Company classified investments that are directly invested in U.S.

Treasuries as available for sales and money market funds are classified

in accordance with the trading method.

All marketable securities are recorded at their estimated fair value.

Unrealized gains and losses

for available-for-sale securities are recorded in other comprehensive income (loss).

The Company evaluates its investments to assess

whether those with unrealized loss positions are other than temporarily impaired.

Impairments are considered other than temporary if

they are related to deterioration in credit risk or if it is likely the Company will sell the securities before the recovery of the cost

Realized gains and losses and declines in value determined to be other than temporary are determined based on the specific identification

method and are reported in other income (expense), net in the statements of operations and comprehensive (income) loss.

PATH ACQUISITION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

offering costs

offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly

related to the Initial Public Offering and that were charged to shareholders’ equity upon the completion of the Initial Public

The Company accounts for warrants

(Public Warrants or Private Warrants) as either equity-classified or liability-classified instruments based on an assessment of the warrant’s

specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) ASC 480 and ASC 815,

“ Derivatives and Hedging” (“ASC 815”).

The assessment considers whether the warrants are freestanding financial

instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements

for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether

the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control,

among other conditions for equity classification.

This assessment, which requires the use of professional judgment, is conducted at the

time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity

classification, the warrants are required to be recorded as a component of equity at the time of issuance.

For issued or modified warrants

that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial

fair value on the date of issuance, and each balance sheet date thereafter.

Changes in the estimated fair value of the warrants are recognized

as a non-cash gain or loss on the consolidated statements of operations.

The Company has elected to account for its Public Warrants as

equity and the Private Warrants as liabilities.

shares subject to possible redemption

Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC 480.

Ordinary shares subject

to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value.

Conditionally redeemable ordinary

shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption

upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity.

times, ordinary shares are classified as shareholders’ equity.

As of December 31, 2021, the Company’s ordinary shares feature

certain redemption rights that are considered to be outside of the Company’s control.

5,750,000 ordinary shares subject to possible

redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.

Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A –

“Expenses of Offering”.

Offering costs consist principally of professional and registration fees incurred through the balance

sheet date that are related to the Initial Public Offering and that were charged to shareholders’ equity upon the completion of

the Initial Public Offering.

value of financial instruments

Topic 820 “Fair Value Measurements and Disclosures” defines fair value, the methods used to measure fair value and the expanded

disclosures about fair value measurements.

Fair value is the price that would be received to sell an asset or paid to transfer a liability

in an orderly transaction between the buyer and the seller at the measurement date.

In determining fair value, the valuation techniques

consistent with the market approach, income approach and cost approach shall be used to measure fair value.

ASC Topic 820 establishes

a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability.

inputs are further defined as observable and unobservable inputs.

Observable inputs are those that buyer and seller would use in pricing

the asset or liability based on market data obtained from sources independent of the Company.

Unobservable inputs reflect the Company’s

assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information

available in the circumstances.

PATH ACQUISITION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

fair value hierarchy is categorized into three levels based on the inputs as follows:

Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.

Valuation adjustments and block discounts are not being applied.

Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.

Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means.

Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair

Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet.

The fair values of

cash and cash equivalents, and other current assets, accrued expenses, due to sponsor are estimated to approximate the carrying

values as of December 31, 2021 and 2020 due to the short maturities of such instruments.

See Note 8 for the disclosure of the

Company’s assets and liabilities that were measured at fair value on a recurring basis.

● Concentration

of credit risk

instruments that potentially subject the Company to concentration of credit risk consist of cash and trust accounts in a financial institution

which, at times may exceed the Federal depository insurance coverage of $ 250,000 .

The Company has not experienced losses on these accounts

and management believes the Company is not exposed to significant risks on such accounts.

taxes are determined in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”).

method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial

statement carrying amounts of existing assets and liabilities and their respective tax basis.

Deferred tax assets and liabilities are

measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected

to be recovered or settled.

Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the

period that includes the enactment date.

Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax

positions taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more-likely-than-not

to be sustained upon examination by taxing authorities.

The Company’s management determined that the British Virgin Islands is

the Company’s major tax jurisdiction.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits,

if any, as income tax expense.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30,

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation

from its position.

Company may be subject to potential examination by foreign taxing authorities in the area of income taxes.

These potential examinations

may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with

foreign tax laws.

Company’s tax provision is zero for the year ended December 31, 2021.

Company is considered to be an exempted Cayman Islands Company, and is presently not subject to income taxes or income tax filing requirements

in the Cayman Islands or the United States.

PATH ACQUISITION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

loss per share

Company calculates net loss per share in accordance with ASC Topic 260, “ Earnings per Share .” In order to determine

the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed

income (loss) allocable to both the redeemable ordinary shares and non-redeemable ordinary shares and the undistributed income (loss)

is calculated using the total net loss less any dividends paid.

The Company then allocated the undistributed income (loss) ratably based

on the weighted average number of shares outstanding between the redeemable and non-redeemable ordinary shares.

Any remeasurement of

the accretion to redemption value of the ordinary shares subject to possible redemption was considered to be dividends paid to the public

stockholders.

As of December 31, 2021, the Company has not considered the effect of the warrants sold in the Initial Public Offering

to purchase an aggregate of 1,454,000 shares in the calculation of diluted net loss per share, since the exercise of the warrants is

contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive and the Company did not have

any other dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary share and then share

in the earnings of the Company.

As a result, diluted loss per share is the same as basic loss per share for the period presented.

net loss per share presented in the consolidated statement of operations is based on the following:

Schedule of unaudited condensed consolidated statement of operations

For the Years Ended

$ ( 740,299 )

Accretion of carrying value to redemption value

( 4,083,064 )

$ ( 4,823,363 )

For the Year Ended

Non-Redeemable

Basic and diluted net loss per share:

Allocation of net loss including carrying value to redemption value

$ ( 3,158,084 )

$ ( 1,665,279 )

Accretion of carrying value to redemption value

Allocation of net income (loss)

$ ( 1,665,279 )

Denominators:

Weighted-average shares outstanding

Basic and diluted net income (loss) per share

which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control

the other party or exercise significant influence over the other party in making financial and operational decisions.

Companies are also

considered to be related if they are subject to common control or common significant influence.

accounting pronouncements

Company has considered all new accounting pronouncements and has concluded that there are no new pronouncements that may have a material

impact on the results of operations, financial condition, or cash flows, based on the current information.

PATH ACQUISITION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

3 – CASH AND INVESTMENT HELD IN TRUST ACCOUNT

of December 31, 2021, investment securities in the Company’s Trust Account consisted of $ 58,077,063 in United States Treasury Bills.

The Company classifies its United States Treasury securities as available-for-sale.

Available-for-sale marketable securities

are recorded at their estimated fair value on the accompanying December 31, 2021 balance sheet.

The carrying value, including gross unrealized

holding gain as other comprehensive income and fair value of held to marketable securities on December 31, 2021 are as follows:

Schedule of including gross unrealized holding gain as other comprehensive income and fair value

Carrying Value as of

Gross Unrealized

Fair Value as of

Available-for-sale marketable securities

Treasury Securities

4 – PUBLIC OFFERING

June 24, 2021, the Company sold 5,750,000 units at a price of $ 10.00 per Public Unit in the Public Offering.

Each Public Unit consists

of one ordinary share of the Company, $ 0.0001 par value per share (the “Public Shares”), one right (the “Public Rights”)

and one redeemable warrant (the “Public Warrant”).

Each Public Right entitles the holder to receive one-tenth (1/10) of an

ordinary share upon consummation of an initial Business Combination.

Each Public Warrant entitles the holder to purchase one-half (1/2)

of an ordinary share at an exercise price of $ 11.50 per whole share (see Note 8).

Company paid an upfront underwriting discount of $ 1,150,000 , equal to 2 % of the gross offering proceeds to the underwriter at the closing

of the Initial Public Offering, with an additional fee of $ 1,437,500 (the “Deferred Underwriting Discount”) or 2.5 % of the

gross offering proceeds payable upon the Company’s completion of the Business Combination.

The Deferred Underwriting Discount will

become payable to the underwriter from the amounts held in the Trust Account solely in the event the Company completes its Business Combination.

In the event that the Company does not close the Business Combination, the underwriter has waived its right to receive the Deferred Underwriting

The underwriter is not entitled to any interest accrued on the Deferred Underwriting Discount.

5 – PRIVATE PLACEMENT

Simultaneously

with the closing of the Initial Public Offering, the Company consummated a private placement of 270,500 Private Units at $ 10.00 per unit,

purchased by the sponsor.

Private Units are identical to the units sold in the Initial Public Offering except that the warrants included in the Private Units (the

“Private Warrants”) are non-redeemable and may be exercised on a cashless basis so long as the Private Warrants continue

to be held by the initial purchasers of the Placement Units or their permitted transferees.

PATH ACQUISITION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

6 – RELATED PARTY TRANSACTIONS

May 2018, the Company issued one ordinary share to the Sponsor for no consideration.

In January 2021, the Company effected a 10 for 1

share split, resulting in an aggregate of 10 ordinary shares outstanding.

All share and per-share amounts have been retroactively restated

to reflect the share split.

On January 6, 2021, the Sponsor purchased an aggregate of 1,150,000 founder shares for an aggregate purchase

price of $25,000, or approximately $0.02 per share.

On March 26, 2021, the Company issued an additional 287,500 founder shares to the

Sponsor in connection with a recapitalization.

founders and our officers and directors have agreed not to transfer, assign or sell any of the Founder Shares (except to certain permitted

transferees) until, with respect to 50% of the Founder Shares, the earlier of (i) six months after the date of the consummation of a

Business Combination, or (ii) the date on which the closing price of the Company’s ordinary shares equals or exceeds $ 12.50 per

share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading

day period commencing after a Business Combination, with respect to the remaining 50% of the Founder Shares, upon six months after the

date of the consummation of a Business Combination, or earlier, in each case, if, subsequent to a Business Combination, the Company consummates

a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s shareholders

having the right to exchange their ordinary shares for cash, securities or other property.

Administrative

Services Agreement

affiliate of the Sponsor agreed, commencing on June 24, 2021 through the earlier of the Company’s consummation of a Business Combination

and its liquidation, to make available to the Company certain general and administrative services, including office space, utilities

and administrative services, as the Company may require from time to time.

The Company has agreed to pay the affiliate of the Sponsor

$ 10,000 per month for these services.

For the years ended December 31, 2021 and 2020, the aggregated administrative services charge was $ 60,000 and $ 0 , respectively.

order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor,

or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working

Capital Loans”).

Such Working Capital Loans would be evidenced by promissory notes.

The notes would either be repaid upon consummation

of a Business Combination, without interest, or, at the lender’s discretion, up to $ 1,500,000 of notes may be converted upon consummation

of a Business Combination into additional Private Units at a price of $ 10.00 per Unit.

In the event that a Business Combination does

not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds

held in the Trust Account would be used to repay the Working Capital Loans.

Party Extensions Loan

discussed in Note 1, the Company may extend the period of time to consummate a Business Combination up to nine times, each by an additional

month (for a total of 21 months to complete a Business Combination).

In order to extend the time available for the Company to consummate

a Business Combination, the Sponsor or its affiliates or designees must deposit into the Trust Account $ 191,667 (approximately $ 0.033

per Public Share), up to an aggregate of $ 1,725,000 , or $ 0.30 per Public Share, on or prior to the date of the applicable deadline, for

each one month extension.

Any such payments would be made in the form of a loan.

The terms of the promissory note to be issued in connection

with any such loans have not yet been negotiated.

If the Company completes a Business Combination, the Company would repay such loaned

amounts out of the proceeds of the Trust Account released to the Company.

If the Company does not complete a Business Combination, the

Company will not repay such loans.

Furthermore, the letter agreement with the shareholders contains a provision pursuant to which the

Sponsor has agreed to waive its right to be repaid for such loans in the event that the Company does not complete a Business Combination.

The Sponsor and its affiliates or designees are not obligated to fund the Trust Account to extend the time for the Company to complete

a Business Combination.

Party Advances

the event the Sponsor pays for any expense or liability on behalf of the Company, then such payments would be accounted for as loan to

the Company by the Sponsor, Greenland Asset Management Corporation.

of December 31, 2021 and 2020, the Company owed a balance of $ 164,740 and $ 36,784 to Greenland Asset Management Corporation.

PATH ACQUISITION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

7 – SHAREHOLDER’S EQUITY

Company is authorized to issue 500,000,000 ordinary shares, with a par value of $ 0.0001 per share.

Holders of the ordinary shares are

entitled to one vote for each ordinary share.

January 2021, the Company effected a 10 for 1 share split, resulting in an aggregate of 10 ordinary shares outstanding.

All share and

per-share amounts have been retroactively restated to reflect the share split.

January 6, 2021, the Company issued an aggregate of 1,150,000 founder shares to the Sponsor for an aggregate purchase price of $ 25,000

March 26, 2021, the Company issued an additional 287,500 founder shares to the Sponsor in connection with a recapitalization.

June 24, 2021, the Company sold 5,750,000 units at a price of $ 10.00 per Public Unit in the Initial Public Offering.

Simultaneously

on June 24, 2021, the Company issued 270,500 ordinary shares under the private placement of 270,500 private units at $ 10 per unit, to

of December 31, 2021 and 2020, 1,708,000 and 10 ordinary shares issued and outstanding excluding 5,750,000 and 0 shares are subject to

possible-redemption.

holder of a right will receive one-tenth (1/10) of one ordinary share upon consummation of a Business Combination, even if the holder

of such right redeemed all shares held by it in connection with a Business Combination.

No fractional shares will be issued upon exchange

of the rights.

No additional consideration will be required to be paid by a holder of rights in order to receive its additional shares

upon consummation of a Business Combination as the consideration related thereto has been included in the Unit purchase price paid for

by investors in the Initial Public Offering.

If the Company enters into a definitive agreement for a Business Combination in which the

Company will not be the surviving entity, the definitive agreement will provide for the holders of rights to receive the same per share

consideration the holders of the ordinary shares will receive in the transaction on an as-converted into ordinary share basis and each

holder of a right will be required to affirmatively convert its rights in order to receive 1/10 share underlying each right (without

paying additional consideration).

The shares issuable upon exchange of the rights will be freely tradable (except to the extent held

by affiliates of the Company).

the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the

Trust Account, holders of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution

from the Company’s assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless.

Further, there are no contractual penalties for failure to deliver securities to the holders of the rights upon consummation of a Business

Additionally, in no event will the Company be required to net cash settle the rights.

Accordingly, the rights may expire

PATH ACQUISITION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

public warrant entitles the holder thereof to purchase one-half (1/2) of one ordinary share at a price of $ 11.50 per full share, subject

to adjustment.

Pursuant to the warrant agreement, a warrant holder may

exercise its warrants only for a whole number of shares.

This means that only an even number of warrants may be exercised at any given

time by a warrant holder.

public warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the ordinary

shares issuable upon exercise of the warrants and a current prospectus relating to such ordinary shares.

It is the Company’s current

intention to have an effective and current registration statement covering the ordinary shares issuable upon exercise of the warrants

and a current prospectus relating to such ordinary shares in effect promptly following consummation of an initial business combination.

Public Warrants will become exercisable on the later of (a) the consummation of a Business Combination or (b) 12 months from the effective

date of the registration statement relating to the Initial Offering.

No Public Warrants will be exercisable for cash unless the Company

has an effective and current registration statement covering the ordinary shares issuable upon exercise of the Public Warrants and a

current prospectus relating to such ordinary shares.

The Company has agreed that as soon as practicable, but in no event later than 15

business days after the closing of a Business Combination, the Company will use its best efforts to file, and within 60 business days

following a Business Combination to have declared effective, a registration statement covering the ordinary shares issuable upon exercise

of the warrants.

Notwithstanding the foregoing, if a registration statement covering the ordinary shares issuable upon the exercise of

the Public Warrants is not effective within 60 days, the holders may, until such time as there is an effective registration statement

and during any period when the Company shall have failed to maintain an effective registration statement, exercise the Public Warrants

on a cashless basis pursuant to an available exemption from registration under the Securities Act.

If an exemption from registration

is not available, holders will not be able to exercise their Public Warrants on a cashless basis.

The Public Warrants will expire five

years from the consummation of a Business Combination or earlier upon redemption or liquidation.

Company may call the warrants for redemption (excluding the Private Warrants), in whole and not in part, at a price of $ 0.01 per warrant:

any time while the Public Warrants are exercisable,

not less than 30 days’ prior written notice of redemption to each Public Warrant holder,

and only if, the reported last sale price of the ordinary shares equals or exceeds $ 16.50 per share, for any 20 trading days within a

30 trading day period ending on the third trading day prior to the notice of redemption to Public Warrant holders, and

and only if, there is a current registration statement in effect with respect to the issuance of the ordinary shares underlying such

warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until

the date of redemption.

Private Warrants will be identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that

the Private Warrants and the ordinary shares issuable upon the exercise of the Private Warrants will not be transferable, assignable

or salable until after the completion of a Business Combination, subject to certain limited exceptions.

Additionally, the Private Warrants

will be exercisable on a cashless basis and will be non-redeemable so long as they are held by the initial purchasers or their permitted

If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private

Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the

Public Warrants to do so on a “cashless basis,” as described in the warrant agreement.

The exercise price and number of ordinary

shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary

dividend or recapitalization, reorganization, merger or consolidation.

However, the warrants will not be adjusted for issuances of ordinary

shares at a price below its exercise price.

Additionally, in no event will the Company be required to net cash settle the warrants.

the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the

Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution

from the Company’s assets held outside of the Trust Account with respect to such warrants.

Accordingly, the warrants may expire

PATH ACQUISITION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

9 – FAIR VALUE MEASUREMENTS

fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would

have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction

between market participants at the measurement date.

In connection with measuring the fair value of its assets and liabilities, the Company

seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable

inputs (internal assumptions about how market participants would price assets and liabilities).

The following fair value hierarchy is

used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and

prices in active markets for identical assets or liabilities.

An active market for an asset or liability is a market in which transactions

for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

inputs other than Level 1 inputs.

Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities

and quoted prices for identical assets or liabilities in markets that are not active.

inputs based on the assessment of the assumptions that market participants would use in pricing the asset or liability.

following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring

basis as of December 31, 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such

Schedule of fair value hierarchy of valuation techniques

Quoted Prices In

Active Markets

Significant Other

Observable Inputs

Significant Other

Unobservable Inputs

Treasury Securities held in Trust Account*

Warrant liabilities

in cash and investments held in trust account on the Company’s balance sheet.

private warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the consolidated

balance sheets.

Company established the initial fair value for the private warrants at $ 625,000 on June 24, 2021, the date of the Company’s Initial

Public Offering, using a Black-Scholes model.

The Company allocated the proceeds received from the sale of Private Units, first to the

private warrants based on their fair values as determined at initial measurement, with the remaining proceeds recorded as ordinary shares

subject to possible redemption, and ordinary shares based on their relative fair values recorded at the initial measurement date.

warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs.

PATH ACQUISITION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

key inputs into the binomial model and Black-Scholes model were as follows at their measurement dates:

Schedule of binomial model and Black-Scholes model

(Initial measurement)

Risk-free interest rate

Exercise price

of December 31, 2021, the aggregate value of the Private Warrants was $ 0.64 million.

The change in fair value from June 24, 2021 to December

31, 2021 was approximately $ 14,990 .

the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair

value requires more judgment.

Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower

than the values that would have been used had a ready market for the investments existed.

Accordingly, the degree of judgment exercised

by the Company in determining fair value is greatest for investments categorized in Level 3.

Level 3 financial liabilities consist of

the Private Warrant liability for which there is no current market for these securities such that the determination of fair value requires

significant judgment or estimation.

Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed

each period based on changes in estimates or assumptions and recorded as appropriate.

10 – COMMITMENTS AND CONTINGENCIES

and Uncertainties

is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that

the virus could have a negative effect on the Company’s future financial position, results of its operations and/or search for

a target company, there has been a significant impact as of the date of these financial statements.

The financial statements do not include

any adjustments that might result from the future outcome of this uncertainty.

to a registration rights agreement entered into on June 24, 2021 the holders of the Founder Shares, Private Units (and their underlying

securities) and any Units that may be issued upon conversion of the Working Capital Loans (and underlying securities) are entitled to

registration rights.

The holders of these securities are entitled to make up to three demands, excluding short form demands, that the

Company register such securities.

In addition, the holders have certain “piggy-back” registration rights with respect to

registration statements filed subsequent to the consummation of a Business Combination and rights to require the Company to register

for resale such securities pursuant to Rule 415 under the Securities Act.

The Company will bear the expenses incurred in connection with

the filing of any such registration statements.

PATH ACQUISITION CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

underwriters are entitled to a deferred fee of two and one-half percent ( 2.5 %) of the gross proceeds of the Initial Public Offering,

or $ 1,437,500 , of which the Company will have the right to pay up to 40 % of such amount to other advisors retained by the Company to

assist it in connection with a Business Combination.

The deferred fee will be paid in cash upon the closing of a Business Combination

from the amounts held in the Trust Account, subject to the terms of the underwriting agreement.

September 10, 2021, we, MC, and the Merger Sub entered into the Merger Agreement.

to the Merger Agreement, upon the terms and subject to the conditions of the Merger Agreement and in accordance with the Cayman Islands

Companies Act (As Revised), the parties intend to effect a business combination transaction whereby the Merger Sub will merge with and

into MC, with MC being the surviving entity and becoming a wholly owned Subsidiary of the Company (the “Merger”) on the terms

and subject to the conditions set forth in the Merger Agreement and simultaneously with the closing, the Company will change its name

to “MicroCloud Hologram Inc.”

Board of Directors of both the Company and MC and the stockholders of MC have approved the Merger Agreement and the transactions contemplated

to the Merger Agreement, the Merger is structured as a stock for stock transaction and is intended to be qualified as a tax-free reorganization.

The terms of the Merger provide for a valuation of MC and its subsidiaries and businesses of $ 450,000,000 .

Based upon a per share value

of $ 10.10 per share, the stockholders of MC will receive approximately 44,554,455 ordinary shares of the Company which will represent

approximately 84.07 % of the combined outstanding shares following the closing, assuming no redemptions by our stockholders and assuming

conversion of our outstanding rights into 602,050 ordinary shares.

of the transactions contemplated by the Merger Agreement is subject to customary conditions of the respective parties, including the

approval of the Merger Agreement by our shareholders.

Other than as specifically discussed, this report does not assume the closing of

the business combination with MC.

11 – SUBSEQUENT EVENTS

accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure

of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events

or transactions that occurred after December 31, 2021, up through March 31, 2022, the date the Company issued the financial

Inline Instance Document

Inline Taxonomy Extension Schema Document

Inline Taxonomy Extension Calculation Linkbase Document

Inline Taxonomy Extension Definition Linkbase Document

Inline Taxonomy Extension Label Linkbase Document

Inline Taxonomy Extension Presentation Linkbase Document

Cover Page Interactive Data File (embedded within the Inline XBRL document)

This certification is deemed not filed for purpose of Section 18 of the Exchange Act or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.

Form 10-K Summary.

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed

on its behalf by the undersigned, thereunto duly authorized.

PATH ACQUISITION CORPORATION

Shaosen Cheng

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

MicroCloud Hologram Inc.

/s/ Guohui Kang

Chief Executive Officer

(Principal Executive Officer)

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the

Registrant and in the capacities and on the dates indicated:

Shaosen Cheng

Chief Executive Officer

Shaosen Cheng

Chief Financial Officer

(Principal Financial Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934 this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

Chairman of the Board of Directors

March 14, 2023

/s/ Guohui Kang

Director, Chief Executive Officer

March 14, 2023

(Principal Executive Officer)

Chief Financial Officer

(Principal Accounting Officer)

March 14, 2023

(Principal Financial Officer)

/s/ Guolong Qi

Chief Operating Officer

March 14, 2023

/s/ Jianbo Zhou

Chief Technology Officer

March 14, 2023

/s/ Belief Bi

Independent Director

March 14, 2023

/s/ Maggie Wang

Independent Director

March 14, 2023

Independent Director

March 14, 2023

Independent Director

March 14, 2023

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 9A. Controls and Procedures